EXHIBIT 10.2
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (this "Agreement"), dated
as of August 1, 2002, is by and among MB Software Corporation, a Texas
corporation ("Assignor"), eAppliance Payment Solutions, LLC, a Nevada limited
liability company ("Assignee") and each of the creditors/vendors of Assignor set
forth on the signature page hereto (the "Creditors").
W I T N E S S E T H:
WHEREAS, Assignor and Assignee have entered into that certain
Securities Purchase Agreement, of even date herewith (the "Purchase Agreement"),
pursuant to which, among other things, Assignee has acquired the equity
interests in E Appliance Innovations, LLC, a Nevada limited liability company
(the "Company"), owned by Assignor (the "Acquisition"); and
WHEREAS, as part of the Acquisition, Assignee agreed to assume
certain liabilities of Assignor, as further described below;
NOW, THEREFORE, for value received, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. Assignor does hereby convey, transfer and assign to Assignee, and
Assignee does hereby assume, all amounts owed to the Creditors as of the date
hereof, which amounts are set forth under such Creditors' names on the signature
page hereof (the "Assumed Liability").
2. The assignment, transfer, acceptance, covenants and assumptions
contained above shall bind and inure to the benefit of Assignor and
Assignee and their respective successors and assigns.
3. This Agreement may not be changed, modified, discharged or
terminated orally or in any other manner than by an agreement in writing signed
by the parties hereto or their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first written above.
MB SOFTWARE CORPORATION
By: /s/ Scott A. Haire
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Name: Scott A. Haire
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Title: President
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eAPPLIANCE PAYMENT SOLUTIONS, LLC
By: /s/ Scott A. Haire
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Name: Scott A. Haire
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Title: Manager
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Each of the undersigneds hereby agrees to the foregoing assignment, and looks
solely to Assignee for payment of such undersigned's Assumed Liability.
JACKSON WALKER L.L.P.
By: /s/ Richard F. Dahlson
------------------------
Richard F. Dahlson, Partner
Amount owed: $196,823
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EVANS, MILLS WARRINER, PLLC
By: /s/ Steven Evans
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Its: Managing Partner
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Amount owed: $49,224
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SAH, LLC
By: /s/ Lucy J. Singleton
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Its: Manager
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Amount owed: $100,000
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HEB L.L.C.
By: /s/ Scott A. Haire
--------------------
Its: Manager
---------
Amount owed: $1,201,577.28
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ASSIGNMENT
Scott A. Haire ("Assignor") hereby assigns and transfers to MB
Software Corporation, a Colorado corporation ("Assignee"), a 49.5% equity
interest in E Appliance Innovations, LLC, a Nevada limited liability company,
owned by Assignor, on the condition that Assignee execute and deliver to the
Company a signature page to the Operating Agreement of the Company, dated as of
June 12, 2001.
Dated: July 31, 2001
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Scott A. Haire
ASSIGNMENT
Gil A. Valdez ("Assignor") hereby assigns and transfers to MB
Software Corporation, a Colorado corporation ("Assignee"), a 49.5% equity
interest in E Appliance Innovations, LLC, a Nevada limited liability company,
owned by Assignor, on the condition that Assignee execute and deliver to the
Company a signature page to the Operating Agreement of the Company, dated as of
June 12, 2001.
Dated: July 31, 2001
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Gil A. Valdez