EXHIBIT (10-6)
ASSIGNMENT AGREEMENT
This Assignment Agreement (the "Agreement") is entered into as of May 31, 1996
by and between Telecom (AE), a division of Wina Associates Limited ("TAE" or
"Assignor") and Central Communications Corporation ("CCC" or "Assignee").
RECITALS
A. TAE is the assignee of the interest of Internet Communications Services,
Inc. ("Internet") in a certain Validation Processing Purchase Agreement with La
Opinion Tarieta Telefonica Telecard, Inc. a California corporation ("La
Opinion") whereby Internet supplies telecommunication services and La Opinion
purchases such services from Internet for resale (the "La Opinion Agreement"), a
copy of which La Opinion Agreement is attached as Exhibit "A", and a copy of the
assignment agreement from Internet to TAE is attached as Exhibit "B".
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B. CCC desires to acquire all of TAE's right, title and interest to the La
Opinion Agreement, and
C. TAE is willing to assign the La Opinion Agreement to CCC on the terms and
conditions of this Agreement.
NOW THEREFORE, in consideration of the premises and the mutual promises
herein made, and in consideration of the covenants herein contained, TAE and CCC
agree as follows:
1. RECITALS AND DEFINITIONS
A. The foregoing recitals are true and correct and are incorporated
herein and made a part hereof.
B. For purposes of this Agreement, the terms set forth below shall have
the following meanings:
1. "La Opinion Agreement" has the meaning set forth in the recitals
above.
2. BASIC TRANSACTION
A. In consideration of the sum of $10.00 and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by
TAE, TAE does hereby assign, transfer and set over to CCC and CCC does hereby
receive and acquire all of TAE's right, title and interest in the La Opinion
Agreement.
3. MISCELLANEOUS
A. NOTICES. All notices or other communications required or permitted
hereunder shall be in writing and shall be deemed to have been duly given if
delivered in person or sent by overnight delivery, confirmed telecopy or prepaid
first class registered or certified mail, return receipt requested, to the
following addresses, or such other address as are given to the other parties to
this Agreement in the manner set forth herein:
(i) If to the Assignor, to:
TELECOM (AE), A DIVISION OF WINA ASSOCIATES LIMITED
c/o Roderick H. McCloy Law Corporation
1700 Three Bentall Centre
P.O. Box 49117, 595 Burrard Street
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Vancouver, British Columbia, Canada V7X 1G4
Telephone No: 604-891-1336
Facsimile No: 604-682-7329
(ii) If to the Assignee, to:
CENTRAL COMMUNICATIONS CORPORATION
401 East Fourth Street
Reno, Nevada, 89512
Telephone No: 702-786-7979
Facsimile No: 702-786-7989
Any such notices shall be effective when delivered in person or sent by
telecopy, one business day after being sent by overnight delivery or three
business days after being by registered or certified mail. Any of the foregoing
addresses may be changed by giving notice of such change in the foregoing
manner, except that notices for changes of address shall be effective only upon
receipt.
B. FURTHER ASSURANCES. At any time, and from time to time, each party
will execute such additional instruments and take such action as may be
reasonably requested by the other party to confirm or perfect title to any
property transferred hereunder or otherwise to carry out the intent and purposes
of this Agreement.
C. COSTS AND EXPENSES. Each party hereto agrees to pay its own costs and
expenses, including legal accounting, brokerage, consultant and adviser fees,
incurred in negotiating this Agreement and consummating the transactions
described herein.
D. TIME. Time is of the essence.
E. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof. It
supersedes all prior negotiations, letters, and understandings relating to the
subject matter hereof.
F. AMENDMENT. This Agreement may not be amended, supplemented or
modified in whole or in part except by an instrument in writing signed by the
party or parties against whom enforcement of any such amendment, supplement or
modification is sought.
G. CHOICE OF LAW. This Agreement will be interpreted, construed and
enforced in accordance with the laws of the State of Nevada.
H. HEADINGS. The section and subsection headings in this Agreement are
inserted for
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convenience only and shall not affect in any way the meaning or interpretation
of this Agreement.
I. PRONOUNS. All pronouns and any variations whereof shall be deemed to
refer to the masculine, feminine, neuter, singular or plural as the context may
require.
J. NUMBER AND GENDER. Words used in this Agreement, regardless of the
number and gender specifically used, shall be deemed and construed to include
any other number, singular or plural, and any other gender, masculine, feminine
or neuter as the context indicates is appropriate.
K. CONSTRUCTION. The parties hereto and their respective legal counsel
participated in the preparation of this Agreement, therefore this Agreement
shall be construed neither against nor in favor of any of the parties hereto,
but rather in accordance with the fair meaning thereof.
L. EFFECT OF WAIVER. The failure of any party at any time or times to
require performance of any provision of this Agreement will in no manner affect
the right to enforce the same. The waiver by any party of any breach of any
provision of this Agreement will not be construed to be a waiver by any such
party of any succeeding breach of that provision or waiver by such party or any
breach of any other provision.
M. SEVERABILITY. The invalidity, illegality or unenforcability of any
provision of this Agreement which will remain in full force and effect, nor will
the invalidity, illegality or unenforcability of any portion of any provision of
this Agreement affect the balance of such provision. In the event that any one
or more of the provisions contained in this agreement or any portion thereof
shall for any reason be held to be invalid, illegal or unenforceable in any
respect, this Agreement shall be performed, construed and enforced as if such
invalid, illegal or unenforceable provision had never been contained herein.
N. BINDING NATURE. This Agreement will be binding upon and will enure to
the benefit of any successor or successors of the parties hereto.
O. NO THIRD PARTY BENEFICIARIES. No person shall be deemed to possess
any third party beneficiary right pursuant to this Agreement. It is the intent
of the parties hereto that no direct benefit to any third party is intended or
implied by the execution of this Agreement.
P. COUNTERPARTS. This Agreement may be executed by fax or facsimile
transmission and in one or more counterparts, each of which will be deemed an
original and all of which together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
TELECOM (AE), A DIVISION OF
WINA ASSOCIATES LIMITED
By: /s/ SIR QUENTIN CHARLES AGNEW-SOMERVILLE
----------------------------------------------------
Sir Quentin Charles Agnew-Somerville, Director
CENTRAL COMMUNICATIONS CORPORATION
By: /s/ JEFFREY ANTISDEL
----------------------------------------------------
Jeffrey Antisdel, Director
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