EXHIBIT 10.10
GENERAL ▇▇▇▇ OF SALE
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ASSIGNMENT AND ASSUMPTION AGREEMENT
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THIS GENERAL ▇▇▇▇ OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT is made and
entered into this 20 day of March, 2000, by and between Lifef/x Networks, Inc.,
a Delaware corporation formerly known as Pacific Title/Mirage, Inc.
("Transferor"), and PTM Productions, Inc., a Delaware corporation
("Transferee"), and is made with reference to the following:
A. Transferee, Transferor and Safeguard Delaware, Inc., a Delaware
corporation, have heretofore executed that certain Assignment and Assumption
Agreement dated as of December 14, 1999 (the "Agreement"). All capitalized terms
not defined herein shall have the meanings ascribed to them in the Agreement.
B. Pursuant to the Agreement, among other things, Transferor has agreed to
transfer to Transferee substantially all of its assets and liabilities other
than those relating primarily to its Lifef/x Division and Transferee has agreed
to indemnify Transferor for certain liabilities and obligations in connection
therewith.
C. Transferee and Transferor now desire to consummate the transfer of all
of the assets and the assumption of all of the obligations as provided in the
Agreement .
NOW, THEREFORE, in consideration of the foregoing recitals and of the
mutual agreements hereinafter set forth, the parties hereto agree as follows:
ARTICLE 1
ASSIGNMENT
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For valuable consideration, the receipt and sufficiency of which Transferor
hereby acknowledges, Transferor, pursuant to and in compliance with the
Agreement, does hereby assign, transfer, convey and deliver to Transferee, and
Transferee does hereby accept from Transferor, all of Transferor's right, title
and interest in and to the Assets (including, without limitation, (a) that
certain Lease Termination Agreement by and between A&G LLC, a California limited
liability company ("A&G"), and Transferor dated as of March 10, 2000 (the "Lease
Termination Agreement"), (b) that certain Sublease by and among Rotor
Communications Corporation, a California corporation, and Transferor dated as of
March 10, 2000 (the "Sublease"), and (c) that certain $1,200,000 Promissory Note
executed by A&G in favor of Transferor dated March 10, 2000 (the "Note")), but
excluding the Excluded Assets;
TO HAVE AND TO HOLD all such Assets hereby assigned, transferred and
conveyed unto Transferee, its successors and assigns, to its and their own use
and behalf forever.
ARTICLE 2
ASSUMPTION
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In consideration of such assignment, transfer, conveyance and delivery,
Transferee, pursuant to and in compliance with the Agreement, does hereby assume
and agree to pay and perform the Assumed Liabilities, including, without
limitation, Transferor's liabilities under the Lease Termination Agreement, the
Sublease and the Note.
ARTICLE 3
FURTHER ASSURANCES
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Transferor shall, at any time and from time to time after the date hereof,
upon the request of Transferee, execute, acknowledge and deliver all such
further acts, deeds, assignments, transfers, conveyances, powers of attorney and
assurances, and take all such further actions, as shall be necessary or
desirable to give effect to the transactions hereby consummated and to collect
and reduce to the possession of Transferee any and all of the Assets hereby
transferred to Transferee. Without limiting the generality of the foregoing,
Transferor hereby appoints Transferee, and its successors and assigns, the true
and lawful attorney of Transferor, in the name of Transferee or in the name of
Transferor but for the benefit and at the expense of Transferee, to demand and
receive any and all Assets hereby transferred; to give releases and acquittances
for or in respect of the same or any part thereof; to endorse, collect and
deposit any checks, drafts or other instruments payable to Transferor which
constitute accounts receivable hereby assigned or relate to payments for goods
and/or services provided by Transferor or Transferee in connection with the
accounts or rights under contract hereby assigned; to institute and prosecute,
in the name of Transferor or otherwise, any and all proceedings at law, in
equity or otherwise, which Transferee, or its successors and assigns, may deem
necessary or advisable to collect, assert or enforce any claim, right, title,
debt or account hereby assigned; and to defend and compromise any and all
actions, suits or proceedings in respect of any of the Assets hereby assigned
that Transferee, or its successors or assigns, shall deem necessary or
advisable. Transferor hereby declares that the foregoing powers are coupled
with an interest and shall be irrevocable.
ARTICLE 4
OTHER INSTRUMENTS
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It is understood that Transferor, contemporaneously with the execution and
delivery of this General ▇▇▇▇ of Sale, Assignment and Assumption Agreement, is
further executing and delivering to Transferee certain other assignments and
instruments of transfer which in particular cover certain of the Assets
hereinabove assigned, the purpose of which is to supplement, facilitate and
otherwise implement the transfers intended hereby.
ARTICLE 5
SUCCESSORS AND ASSIGNS
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This instrument and the covenants and agreements herein contained shall
inure to the benefit of and shall bind the respective parties hereto and their
respective successors and permitted assigns.
IN WITNESS WHEREOF, the parties hereto have executed this General ▇▇▇▇ of
Sale, Assignment and Assumption Agreement as of the day and year first
hereinabove written.
TRANSFEROR:
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LIFEF/X NETWORKS, INC.
(F/K/A PACIFIC TITLE/MIRAGE, INC.),
a Delaware corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
_______________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Chief Financial Officer and Secretary
TRANSFEREE:
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PTM PRODUCTIONS, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
_______________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
President