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EXHIBIT 10.8
AGREEMENT REGARDING THE ASSIGNMENT AND ASSUMPTION
OF THE RIGHT TO RECEIVE SHEET MUSIC
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement") is entered
into this _______ day of _______________, 1999, by and among the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
L.L.C. ("▇▇▇▇▇ ▇▇▇▇▇▇▇▇"), a Washington limited liability company, Avtograf
Corporation, a Russian joint stock company ("Avtograf")(▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and
Avtograf are collectively referred to herein as "Assignors"), ▇▇▇▇▇▇▇.▇▇▇
Corporation, a Washington corporation ("Assignee") and Music Production
International, a Russian corporation ("MPI").
Recitals
WHEREAS, Assignors desire to assign to the Assignee all of Assignors'
right, title, and interest in such agreements and obligations as more
particularly described below; and
WHEREAS, Assignee desires to accept such assignment from Assignors and
receive digital sheet music from MPI in connection with this Agreement and that
certain Agreement Regarding the Assignment and Assumption of Sheet Music
Production (the "Production Agreement").
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignors, Assignee and MPI agree,
joint and severally, as follows:
1. Assignment. Assignors assign, set over, transfer, convey, and sell to
Assignee, for total consideration to be paid to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in the amount of
six hundred thousand dollars ($600,000), all of Assignors' right, title, and
interest in and to that certain agreement between ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and Avtograf
whereby Avtograf has agreed to provide ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with at least 270,000
pages of digital sheet music as a result of an investment made by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
in Avtograf (the "Assignors' Agreement"). This assignment includes, without
limitation, the right to receive from MPI, in accordance with the terms of that
certain Production Agreement, a minimum of two thousand two hundred and fifty
(2,250) pages of digital sheet music per month, beginning on or about October
_____, 1999, and continuing for a period of ten (10) years. The total number of
pages of digital sheet music to be purchased by the Assignee, and to be provided
by MPI, shall equal 270,000 (the "Production Amount").
All of the right, title and interest in the digital sheet music assigned
to Assignee by Assignors shall be subject to satisfying Assignee's qualitative
standards. To the extent any page of digital sheet music provided by MPI to
Assignee does not satisfy the qualitative requirements of the Assignee, such
digital sheet music will not be deemed accepted by the Assignee and,
accordingly, will not be included in the two thousand two hundred and fifty
ASSIGNMENT AND ASSUMPTION AGREEMENT
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