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Open-Ended Product Agreement [Assignment] - Wade Cook Finnacial Corp. and Never Ending Wealth LP

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                              ASSIGNMENT AGREEMENT

     THIS ASSIGNMENT AGREEMENT (the "Assignment") is entered into as of the 15th
day of December,  1999 by and between Wade Cook Financial Corporation,  a Nevada
corporation   ("WCFC"),   and  Never  Ending  Wealth,  L.P.,  a  Nevada  limited
partnership ("NEW") (collectively, the "Parties").


     A. WCFC entered into an Open-Ended  Product  Agreement dated March 20, 1998
(the  "Product  Agreement")  with Wade B. Cook, a married  individual  ("Cook"),
pursuant to which Cook granted WCFC an exclusive license to certain intellectual
property in exchange for  royalties.  Cook assigned his rights to such royalties
to NEW.

     B. WCFC currently owes NEW royalties under the Product Agreement.

     C. Certain of WCFC's subsidiaries have assigned to WCFC all of their right,
title and  interest as holders of eight  separate  Promissory  Notes,  which are
described in Exhibit A attached hereto and incorporated herein by reference (the

     D. WCFC  desires  to assign  all of its right,  title and  interest  in the
Notes, and NEW desires to accept same, as payment toward royalties due under the
Product Agreement, on the terms set forth below.


     In consideration of the foregoing recitals,  the mutual covenants set forth
below, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:

     1. Assignment and Acceptance.  WCFC hereby assigns,  sets over,  transfers,
conveys, and sells to NEW all of WCFC's right, title, and interest in and to the
Notes as payment toward  royalties due under the Product  Agreement.  NEW hereby
accepts  such  assignment.  For purposes of  calculating  the amount paid toward
royalties due under the Product Agreement,  the Parties agree that the aggregate
value of the  Notes is  $786,337.67  payment  toward  royalties  of  $786,337.67
pursuant to this Assignment.

          1.1  Delivery  of Notes.  WCFC  agrees to  deliver  to NEW each of the
original Notes properly endorsed as necessary to effectively  transfer ownership
of the Notes to NEW as contemplated hereby as soon as reasonably  practicable to
do so.

     2.  Representations and Warranties.  WCFC represents and warrants that WCFC
has good and marketable title to the interests  conveyed  hereby;  that WCFC has
full and lawful  authority to assign such  interests;  and that WCFC will defend
the assignment  under this Assignment  against all persons  claiming the same or
any part thereof, and indemnify and hold

Assignment Agreement                                                 Page 1 of 2


harmless NEW from and against any and all loss, expense or liability  (including
attorneys' fees and costs of court) arising from any such claim. In the event of
such a claim, upon WCFC's written request, NEW shall make available to WCFC such
original documents,  or copies thereof, as are necessary to defend such a claim,
and shall cooperate with WCFC as reasonably necessary,  at no expense to NEW, to
defend such a claim.

     3.  Indemnification.  WCFC hereby  agrees to indemnify NEW from any and all
claims, actions,  causes of action,  damages,  costs, expenses,  liabilities and
other obligations (including without limitation all attorneys' fees and costs of
court) incurred or sustained by NEW as a result of any default by WCFC under the
terms of this Assignment.

     4. Binding Effect.  This Assignment  shall inure to and be binding upon the
Parties and their respective successors and assigns.

     5.  Governing  Law. This  Assignment  shall be governed by and construed in
accordance with the laws of the State of Washington.

     6. Facsimile  Transmission.  Facsimile  transmission of any signed original
document, and retransmission of any signed facsimile transmission,  shall be the
same as  transmission  of an original.  At the request of any party hereto,  the
Parties will confirm signatures  transmitted by facsimile by signing an original

     7. Counterparts.  This Assignment may be executed in counterparts,  each of
which shall be an original,  but all of which together shall  constitute one and
the same instrument.

     EXECUTED as of the date first written above.

                              WADE COOK FINANCIAL CORPORATION
                              a Nevada corporation

                              By:  /s/ [illegible]
                              Its: CFO

                              NEVER ENDING WEALTH, L.P., a Nevada limited

                              By: /s/ Wade B. Cook

                              Its:  General Partner

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