EXHIBIT 4.8
ASSIGNMENT AND ASSUMPTION AGREEMENT
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ASSIGNMENT AND ASSUMPTION AGREEMENT dated October 31, 2003
between Biscayne Bay Trading Corporation ("Assignor") and Xxxxxxxx.xxx, Inc.
("Assignee").
WHEREAS:
A. Assignor has sold its 8% Series A Senior Subordinated
Convertible Redeemable Debentures to certain ("Purchasers") having an aggregate
original principal face value of up to One Million United States dollars
$1,000,000 (singly, a "Debenture," and collectively, the "Debentures") pursuant
to a certain Securities Subscription Agreement, dated as of October 28, 2003
("Subscription Agreement");
B. Assignee has merged with Assignor pursuant to a Plan of
Merger and Certificate of ownership dated October 30, 2003 ("Merger"); and
C. Assignor wishes to assign the Subscription Agreement and
Debentures to Assignee and Assignee is willing to assume the obligations of the
Subscription Agreement and Debentures in exchange for valuable consideration set
forth in the Agreement.
NOW THEREFORE, it is agreed that Assignor shall irrevocably
and unconditionally assign and Assignee shall irrevocably and unconditionally
assume all of the conditions and obligations of the Subscription Agreement and
Debentures, each dated as of October 28, 2003 for the benefit of the Purchasers,
as defined in the Subscription Agreement, and the Holder, as defined in the
Debentures, and Assignee hereby certifies that the representations and
warranties contained in the Subscription Agreement are true and correct as of
the date hereof, as if Assignee has entered into and undertaken all of such
obligations at the time these instruments were given, and shall render full
performance under such instruments in the place and stead of Assignor.
Biscayne Bay Trading Corporation Xxxxxxxx.xxx, Inc.
(Assignor) (Assignee)
/s/ Xxxxxxxxxxx Xxxxxxxx /s/ Xxxxxxx Xxxxxxxx
BY: _____________________________ BY: _____________________________
Xxxxxxxxxxx Xxxxxxxx, President Xxxxxxx X. Xxxxxxxx, CEO
