ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (the
"Agreement") is made this 11 day of October, 1996 between
Infotechnology, Inc. a Delaware corporation ("Infotech"), and
AMASYS Corporation, a Delaware corporation ("AMASYS").
R E C I T A L S
WHEREAS, in case number 91 B 10970 (FGC) in the United
States Bankruptcy Court for the Southern District of New York,
Infotech proposed a plan of reorganization (the "Plan") pursuant
to Chapter 11 of the United States Bankruptcy Code which was
confirmed on June 23, 1994; and
WHEREAS, pursuant to the Plan, Infotech desires to
transfer and assign, and AMASYS desires to receive, a substantial
portion of the assets of Infotech for the consideration described
herein; and
WHEREAS, pursuant to the Plan, AMASYS desires to assume
certain obligations and liabilities of Infotech;
NOW, THEREFORE, in consideration of the promises,
covenants and agreements contained herein, Infotech and AMASYS
hereby agree as follows:
SECTION 1. Transfer of Stock by AMASYS.
AMASYS shall, pursuant to the Plan, issue or reserve
for issuance, 6,951,000 shares of previously unissued $.01 par
value per share common stock (the "Common Stock);
SECTION 2. Transfer of Assets by Infotech.
Infotech hereby conveys, transfers, assigns, sells and
delivers to AMASYS all of its right, title and interest in and to
all of its assets real and personal, tangible and intangible,
including but not limited to the following:
(a) The capital stock of the following corporations
(as defined in the Plan):
i. TII;
ii. Comtex;
iii. IRN;
iv. PTSI;
v. ACYT;
vi. Hadron; and
vii. Reorganized Questech;
(b) All cash and cash equivalents;
(c) All accounts receivable, choses in action and any
other obligations due and owing to Infotech as of
the Effective Date; and
(d) All remaining assets of Reorganized Questech as of
the third anniversary of the Effective Date after
payment in full of the New SBA Note.
(e) The Avacus lawsuit proceeds as set forth in the
Avacus Stipulation and Order
SECTION 4. Assumption of Liabilities by AMASYS.
AMASYS hereby expressly assumes, agrees to pay, perform
and discharge, when due, only the following liabilities and
obligations of Infotech under the Plan:
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(a) payments mandated under SECTION 4.01 of the Plan;
(b) payments or distribution mandated under
SECTION 5.02 of the Plan.
Notwithstanding the foregoing, nothing in this Section "4" shall
be construed to mandate any payment of distribution under
SECTION 5.02(d) of the Plan or shall otherwise be any continuing
obligation with regard to any residual liability that is
discharged upon confirmation of the Plan pursuant to SECTION 1141
of the Bankruptcy Code.
SECTION 5. Liabilities Not Assumed by AMASYS.
Infotech and Amasys hereby expressly agree that AMASYS
does not assume any liability or obligation of Infotech except as
set forth in Section "4" above.
SECTION 6. Miscellaneous.
(a) Definitions. All capitalized terms used herein
but not otherwise defined herein shall have the same
meanings ascribed to them in the Plan.
(b) Governing Law. This Agreement and the legal
relations between the parties shall be governed by and
construed in accordance with the laws of the State of
New York applicable to contracts made and to be
performed entirely within the State of New York.
(c) Amendments. This Agreement may be amended only by
agreement in writing of the parties hereto.
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(d) Assignment. Neither this Agreement nor any rights
or obligations under it are assignable without the
written consent of each of the parties hereto.
(e) Entire Agreement. This Agreement constitutes the
entire agreement between the parties pertaining to the
subject matter hereof and supersedes all prior
agreements and understandings of the parties in
connection therewith.
IN WITNESS WHEREOF, the parties have duly executed and
delivered this ASSIGNMENT AND ASSUMPTION AGREEMENT on the day and
year first written above.
INFOTECHNOLOGY, INC.
By: /S/ X.X. XXXXXXX
Its: PRESIDENT
AMASYS CORPORATION
By: /S/ X.X. XXXXXXX
Its: PRESIDENT
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