ASSUMPTION AGREEMENT
(MEI/ILX/IRS)
This Assumption Agreement is made effective as of January 1, 1997, by
and between Investor Resource Services, Inc., a Florida corporation,
("Optionee"), ILX Incorporated, an Arizona corporation, ("ILX") and Xxxxxxx
Enterprises Incorporated, an Arizona corporation ("MEI").
R E C I T A L S:
A. Effective January 1, 1997, Optionee and ILX entered into that
certain Consulting Agreement pursuant to which ILX granted to Optionee, and
Optionee received, an option to purchase shares of common stock of ILX (the
"Common Stock") according to certain terms and conditions and in consideration
for certain services to be rendered by Optionee to ILX.
B. Optionee, ILX and MEI desire that the obligations of ILX under the
Consulting Agreement to sell Common Stock to Optionee be assumed by MEI,
effective as of January 1, 1997.
A G R E E M E N T:
NOW, THEREFORE, for good and valuable consideration, receipt of which
is acknowledged, the parties agree as follows:
1. Assumption. MEI hereby assumes all obligations of ILX under the
Consulting Agreement with respect to the obligation to offer and sell Common
Stock to Optionee, and Optionee relieves ILX for any obligation therefor.
2. Continuing Validity of Agreements. Except as otherwise provided
herein, the Consulting Agreement shall remain in full force and effect as
between Optionee and ILX.
IN WITNESS WHEREOF, the parties have entered into this Assumption
Agreement effective as of the date first above written.
INVESTOR RESOURCE SERVICES, INC. XXXXXXX ENTERPRISES INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
---------------------------- -----------------------------
Name: Xxxxxx X. Xxxxxxxxxxx Name: Xxxxxx X. Xxxxxxx
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Title: President Title: Chairman
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ILX INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxx
--------------------------
Title: Chairman
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ASSUMPTION AGREEMENT
(MEI/ILX/TEXAS CAPITAL SECURITIES)
This Assumption Agreement is made effective as of January 7, 1997, by and
between Texas Capital Securities ("Optionee"), ILX Incorporated, an Arizona
corporation, ("ILX") and Xxxxxxx Enterprises Incorporated, an Arizona
corporation ("MEI").
R E C I T A L S:
A. Effective January 7, 1997, Optionee and ILX entered into that
certain letter agreement (the "Consulting Agreement") and that certain option
agreement (the "Option Agreement"), pursuant to which ILX granted to Optionee,
and Optionee received, an option to purchase shares of common stock of ILX (the
"Common Stock") according to certain terms and conditions and in consideration
for certain services to be rendered by Optionee to ILX.
B. Optionee, ILX and MEI desire that the obligations of ILX under the
Consulting Agreement and the Option Agreement to sell Common Stock to Optionee
be assumed by MEI, effective as of January 7, 1997.
A G R E E M E N T:
NOW, THEREFORE, for good and valuable consideration, receipt of which
is acknowledged, the parties agree as follows:
1. Assumption. MEI hereby assumes all obligations of ILX under the
Consulting Agreement and the Option Agreement with respect to the obligation to
offer and sell Common Stock to Optionee, and Optionee relieves ILX for any
obligation therefor.
2. Continuing Validity of Agreements. Except as otherwise provided
herein, the Consulting Agreement and the Option Agreement shall remain in full
force and effect as between Optionee and ILX.
IN WITNESS WHEREOF, the parties have entered into this Assumption
Agreement effective as of the date first above written.
TEXAS CAPITAL SECURITIES XXXXXXX ENTERPRISES INCORPORATED
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxx
---------------------------- -----------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxxx
-------------------------- ---------------------------
Title: V.P. By Xxx Xxxxx Title: Chairman
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ILX INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxx
--------------------------
Title: Chairman
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