Exhibit 10.44
ASSUMPTION AGREEMENT
Assumption Agreement, made as of the 1st day of April, 1998, by and
between Starlog Franchise Corporation (the "Company") and Hope Associates LLC
("Hope").
Introduction. Hope Associates is the largest shareholder of The
Company, owning over 75% of its issued and outstanding shares. The Company has a
$2,000,000 loan outstanding (the "Loan") with the BSB Bank & Trust Company in
Binghamton, New York (the "Bank"). Hope and its members are personal guarantors
of the Loan. The Company needs to raise additional capital to remain in
business. Unless it does so, it will not be able to repay the Loan and the Bank
will seek recovery from Hope and its members. The Company will not be able to
raise any additional capital while the Loan is on The Company's balance sheet,
causing The Company to have a large negative net asset value. Therefor, Hope and
its members have agree to assume the Loan and relieve The Company from the debt
of the Loan, under the following terms and conditions.
1. Assumption/Relief of The Company. Hope will assume and/or cause its
member to assume the debt under the Loan, and will cause The Company
to be relieved of such debt.
2. Consideration. In consideration for which, The Company will: (a) issue
Hope and/or its members, in such proportion as Hope shall instruct the
Company, warrants to purchase a total of 500,000 shares of the
Company's common stock (after taking into account the proposed 1 for
10 reverse stock split) at $1.25 per share, such warrants to expire on
November 30, 2002; and (b) the Company will pay Hope and/or its
members, an investment fee, while the Loan remains outstanding, equal
to $17,600 a per month.
In Witness Whereof, the parties have caused this agreement to be
executed effective the date first set forth above.
Starlog Franchise Group, Inc. Hope Associates, LLC
BY: /s/ Xxxx Xxxxxxxxxx BY: /s/Xxxxxxx Xxxxxxxxxx
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