EXHIBIT 10.4
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (the "AGREEMENT")
is made as of this 18th day of July, 2006 (the "EFFECTIVE DATE"), by and among
Caitac International, Inc., a corporation organized and existing under the laws
of Japan ("DISTRIBUTOR"), Blue Concept, LLC, a California limited liability
company ("ASSIGNOR"), and Taverniti So Jeans, LLC, a California limited
liability company ("ASSIGNEE"), with reference to the following facts:
A. Assignor and Distributor are parties to that certain
International Distribution Agreement dated as of May 1, 2005 (the "DISTRIBUTION
AGREEMENT"), pursuant to which Assignor granted to Distributor the exclusive
right to distribute products under the brand name "Taverniti So Jeans" in the
territory of Japan;
B. Assignee is the wholly-owned subsidiary of Blue Holdings,
Inc., a Nevada corporation (the "COMPANY");
C. Assignor and Assignee are affiliated entities in that, among
other matters, the majority shareholder of the Company (the parent entity of
Assignee) is the co-owner of Assignor;
D. Assignee holds the exclusive license to manufacture,
commercialize, sell, distribute and exploit apparel products under the brand
"Taverniti So Jeans"; and
E. Each of Distributor, Assignor and Assignee desire to enter
into this Agreement to (i) assign to Assignee the rights and obligations of
Assignor under the Distribution Agreement, and (ii) amend certain provisions of
the Distribution Agreement.
NOW THEREFORE, in consideration of the mutual covenants and
conditions herein set forth, it is agreed:
1. Effective as of the Effective Date, Assignor assigns and
transfers to Assignee and its successors and assigns, all of Assignor's right,
title and interest in and to the Agreement, subject to the terms, covenants,
responsibilities, obligations, agreements and restrictions set forth therein.
2. Effective as of the Effective Date, (i) Assignee accepts the
assignment of the Agreement, shall be entitled to all rights and benefits
accruing to the Assignor thereunder, and hereby assumes and agrees to be bound
by the terms and conditions thereof from and after the Effective Date; and (ii)
Distributor accepts the assignment of the Agreement by Assignor to Assignee.
3. The parties acknowledge and agree that any and all references
to Assignor or "TAVERNITY SO JEANS" in the Distribution Agreement shall, as of
the Effective Date and for the remainder of the term of the Distribution
Agreement, refer to Assignee.
4. Each of Distributor, Assignor and Assignee agree to execute
such other documents and to take such actions as may reasonably be required for
the purpose of further evidencing, confirming and effectuating the assignment
which is the subject of this instrument.
5. The provisions of this instrument shall be binding upon and
inure to the benefit of Distributor, Assignor and Assignee and their respective
successors and assigns.
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6. Except as expressly modified herein, all terms and conditions
of the Distribution Agreement are hereby ratified, confirmed and approved and
shall remain in full force and effect. In the event of any conflict or
inconsistency between this Agreement and the Distribution Agreement, this
Agreement shall govern. The provisions of this instrument shall be governed by
the laws of the State of California, without reference to its conflicts of law
principles.
IN WITNESS WHEREOF, Distributor, Assignor and Assignee have executed
this Assignment, Assumption and Amendment Agreement as of the Effective Date.
DISTRIBUTOR
Caitac International, Inc.
By: /s/ Hasaji Kaihata
-----------------------------------
Name: Hasaji Kaihata
Its: C.E.O.
ASSIGNOR
Blue Concept, LLC
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Its: CEO
ASSIGNEE
Taverniti So Jeans, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Its: CFO
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