GENERAL ASSIGNMENT
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THIS ASSIGNMENT, made this 18th day of September, 2002, between DCH SENSORS,
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INC., LOCATED AT 24832 AVENUE ROCKEFELLER, CITY OF VALENCIA, COUNTY OF LOS
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ANGELES, ZIP CODE OF 91355 hereinafter referred to as ASSIGNOR, to The C.F.
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Boham Company, Inc., dba: The Hamer Group of Los Angeles, California,
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hereinafter referred to as ASSIGNEE.
WITNESSETH: That whereas the said Assignor is indebted to diverse persons, and
is desirous of providing for the payment of same, so far as is in his power, by
an assignment of all its property for that purpose and desires to make a fair
and lawful distribution of its assets to its creditors:
NOW THEREFORE, the undersigned DCH SENSORS, INC., LOCATED AT 24832 AVENUE
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ROCKEFELLER, CITY OF VALENCIA, COUNTY OF LOS ANGELES, ZIP CODE OF 91355, as
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Assignor, for a valuable consideration, receipt of which is hereby acknowledged,
does hereby make the following General Assignment for the benefit of Assignor's
creditors to The Hamer Group, as Assignee, of Los Angeles, California, under the
following terms and conditions.
1. Assignor does hereby grant, bargain, sell, assign, and
transfer to Assignee, its successors and assigns, in trust
for the ultimate benefit of Assignor's creditor's generally,
all of the property and assets of the Assignor of every kind
and nature and whatsoever situated, whether in possession,
reversion, remainder, or expectancy, both real and personal,
and in any interest or equity therein not exempt from
execution; included therein are all merchandise, furniture,
fixtures, machinery, equipment, raw materials, merchandise
in progress, book accounts, books, accounts receivable, cash
on hand, all chose in action (personal or otherwise),
insurance policies, and all other property of every kind and
nature owned by the Assignor, and without limiting the
generality of the foregoing, including all of the assets
(see Exhibit "A") pertaining to that certain business that
manufacturers and sells wholesale sensors and fuel cells and
related equipment incorporated and known as DCH SENSORS,
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INC., LOCATED AT 24832 AVENUE ROCKEFELLER, CITY OF VALENCIA,
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COUNTY OF LOS ANGELES, ZIP CODE OF 91355.
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2. This Assignment constitutes a grant deed to all real
property owned by Assignor, whether or not said real
property is specifically described herein. Certain of said
real property is more specifically described in Exhibit "B",
attached hereto said made a part hereof by reference, as
though set forth verbatim. (Exhibit "B" attached; Yes______
No _XX_).
3. Assignor agrees to deliver to Assignee all books of
account and records, to execute and deliver all additional
necessary documents immediately upon request by Assignee,
and to endorse all indicias of ownership where required by
Assignee, in order to complete the transfer of all assets to
Assignee intended by this Assignment including, but not
limited to, all of Assignors real and personal property
and/or Assignor's interest therein, including mortgages,
deeds of trust, motor vehicles and patent rights. Assignee
is hereby authorized to execute all endorsements and demands
requiring Assignor's signature, in the name of Assignor.
Assignor further authorizes Assignee to apply for any
deposits, refunds (including specifically, among all others,
claims for refund of taxes paid) or claims wherever
necessary, in the name of Assignor. Assignee is authorized
to direct all Assignor's United States mail to be delivered
to
THE HAMER GROUP
15303 Ventura Boulevard
Suite 1080
Sherman Oaks, CA 91403
Tel: 818-382-7500
Fax: 818-382-9990
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Assignee, and Assignee is expressly authorized and directed
to open said mail as agent of Assignor; and to do any thing
or act which the Assignee in its sole and arbitrary
discretion deems necessary or advisable to effectuate the
purposes of this assignment.
4. Assignor and Assignee agree to the following:
(a) This instrument transfers legal title and
possession to Assignee of all said hereinabove
described assets, and, Assignee, in its own
discretion, may determine whether to continue all,
or part, of the business operations, or to
liquidate said assets; if Assignee deems it
advisable it may operate the business.
(b) Assignee shall not be personally liable in any
manner, and Assignee's obligations shall be in a
representative capacity, only, as an Assignee for
the general benefit of Assignor's creditors. Said
Assignee shall administer this estate to the best
of its ability but it is expressly understood that
it, its agents, servants or employees shall be
liable only for reasonable care and diligence in
said administration, and it shall not be liable
for any act or thing done by it, its agents,
servants, or employees in good faith in connection
herewith.
(c) From the proceeds of sale, collections,
operations or other sources, Assignee shall pay
itself and retain as Assignee all of its charges
and expenses, together with its own reasonable
remunerations and fee, which charges, expenses,
remuneration and fee shall be equal to a minimum
fee of Twenty Thousand Dollars ($20,000.00). This
fee shall be paid to the Assignee from said
proceeds received and handled by the Assignee from
sales, collections, notes receivable, operations
or any other sources. Assignee shall also be paid
five percent (5%) of all gross collections handled
by the Assignee from sales, collections, notes
receivable, operations or any other sources.
Assignee may also, in addition to the
aforementioned charges and expenses, pay from said
proceeds all remuneration to its agents and the
reasonable fees, costs and expenses of its
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attorney and any other professional(s), including
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but not limited to Assignor's attorney. In the
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event that an involuntary proceeding is filed, the
Assignee may pay its counsel or other
professionals, out of liquidated recoveries of the
Assignment estate. All aforementioned amounts are
to be determined at the Assignee's sole, but
reasonable, discretion and judgment.
THE HAMER GROUP
15303 Ventura Boulevard
Suite 1080
Sherman Oaks, CA 91403
Tel: 818-382-7500
Fax: 818-382-9990
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(d) Assignee may compromise claims, complete or
reject Assignor's executory contracts, discharge
at its option any liens on said assets and any
indebtedness which under law is entitled to
priority of payment; Assignee shall have the power
to borrow money, hypothecate and pledge the
assets, and to do all matters and things that said
Assignor could have done prior to this Assignment.
Any act or thing done by Assignee hereunder shall
bind the assignment estate and the Assignee only
in its capacity as Assignee for the benefit of
creditors. Assignee shall have the right to sue as
the successor of the Assignor, or the Assignee is
hereby given the right and power to institute and
prosecute legal proceedings in the name of the
Assignor, the same as if the Assignor had itself
instituted and prosecuted such proceedings or
actions; Assignee is hereby authorized and has the
right to defend all actions instituted against the
Assignor, and to appear on behalf of the Assignor
in all proceedings (legal or otherwise) in which
Assignor is a party. Assignor does hereby appoint
Assignee as the Assignor's attorney in fact with
full power to act for and in the place of the
Assignor in such actions or proceedings or in any
other matters; including the right to verify all
pleadings or other documents on behalf of the
Assignor.
(e) Assignor agrees (that provided any such claim
may, by operation of law be not assignable), to
make any and all claims for refund of taxes which
may be due from the Director of Internal Revenue
or any state taxing authority, for tax refunds, or
otherwise, and to forthwith upon receipt of any
such refunds pay them over to Assignee, and hereby
empowers Assignee, as attorney in fact of
Assignor, to make all claims for refunds which may
be made by an attorney in fact.
(f) It is agreed and understood that this
transaction is a common law assignment for the
benefit of Assignors creditors and that after
Assignee's payment of the reasonable fees, costs
and expenses of those parties identified in this
General Assignment, Assignee shall, as funds on
hand permit, pay allowed claims in accordance with
applicable law.
(g) The Assignor understands that pursuant to
California Code of Civil Procedure Sec. 1802(c)
the Assignor shall provide the Assignee, at the
time of making of the assignment, a list of;
creditors, equity holders, and any other parties
THE HAMER GROUP
15303 Ventura Boulevard
Suite 1080
Sherman Oaks, CA 91403
Tel: 818-382-7500
Fax: 818-382-9990
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in interest, which shall include the names,
addresses, cities, states, and ZIP codes for each
person together with an amount of the person's
anticipated claim in the assignment proceedings.
The schedule (Exhibit B) is to be signed,
according to the best information, knowledge and
belief, by the Assignor's representative.
(h) At the time of making the assignment the
Assignor will provide a list of all accounts
receivable along with complete name, address, Zip
code and full amount owed along with all pertinent
copies of invoices, shipping records and proof of
delivery. The schedule (Exhibit C) is to be signed
according to the best information, knowledge and
belief of Assignor's representative
ACCEPTED THIS:
18th Day of September, 2002
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/s/ Nigel Hamer /s/ John T. Donohue
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BY: The Hamer Group, Assignee BY: John T. Donohue, President & CEO
DCH SENSORS, INC.
THE HAMER GROUP
15303 Ventura Boulevard
Suite 1080
Sherman Oaks, CA 91403
Tel: 818-382-7500
Fax: 818-382-9990
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