Exhibit 10.2
ASSIGNMENT OF DEBT AND SECURITY
THIS ASSIGNMENT dated the 25th day of April, 2003.
B E T W E E N
CHELL GROUP CORPORATION,
a corporation incorporated under the laws of New York
(the "Assignor")
and
DVOD NETWORKS INC.
(the "Assignee")
-and-
GALAVU ENTERTAINMENT NETWORK INC.
(the "Corporation")
WHEREAS the Corporation is indebted to the Assignor for shareholder and
other advances totaling One Million, Seven Thousand, Seven Hundred and Eighty
Dollars (CDN $1,007,780.00) at April 24, 2003 (the "Indebtedness");
AND WHEREAS as security for the indebtedness the Corporation granted to
the Assignor a security interest in all of the assets and undertaking of the
Corporation by general security agreement dated as of January 7, 2002, a copy of
which is attached hereto (the "GSA")
AND WHEREAS in exchange for the Assignor assigning the right, title and
interest held by it in the Indebtedness and acknowledging that the Corporation
has no further indebtedness to the Assignor, the Assignee will pay to the
Assignor the sum of One Dollar (CDN $1.00);
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
payment by the Assignee to the Assignor of the sum of One Dollar (CDN $1.00) and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged by the parties, the parties hereto agree as follows:
1. Assignment of Indebtedness. In consideration of the sum of One Dollar
(CDN $1.00) (the "Purchase Price"), the Assignor hereby sells, assigns,
transfers and sets over unto the Assignee on and as of the date hereof, all of
the Assignor's right, title and interest, in and to the Indebtedness and the
GSA.
-2-
2. Representations of the Assignor. The Assignor represents and warrants
to the Assignee and acknowledges that the Assignee is relying on such
representations and warranties in entering into this Agreement and the
transactions contemplated herein:
(a) the Assignor has the right to convey its right, title and
interest in and to the Indebtedness and the GSA;
(b) the Assignor has not encumbered, assigned, released or
discharged the Indebtedness and the GSA;
(c) the attached documents evidencing the Indebtedness and the GSA
are the only documents to which the Assignor and the
Corporation are parties relating to such matters and the
Assignor has not waived, amended or agreed to waive or amend
any provisions in such documents;
(d) the Assignor has caused to be registered its interest in the
GSA; and
(e) the Indebtedness remains outstanding and there has been no
uncured default pursuant to the Indebtedness or the GSA.
3. Acknowledgement. The Assignor hereby acknowledges that subsequent to
the assignment contemplated herein all debts and amounts owing to the Assignor
by the Corporation shall have been paid in full and that the Assignor has no
claim or security in respect thereto. The Assignor hereby releases the
Corporation from any and all claims, liabilities, or contracts it may have with
the Corporation.
4. Governing Law. This Agreement and any of the agreements required to be
executed pursuant to the provisions of this Agreement shall be construed and
enforced in accordance with, and the rights of the parties shall be governed by,
the laws of the Province of Ontario and of Canada applicable thereto and the
parties submit to the jurisdiction of the courts of the Province of Ontario.
5. Further Assurances. The parties covenant and agree to execute such
further and other documents (including PPSA financing statements) and undertake
such other actions as may be reasonably required to give effect to the terms and
intent of the transactions contemplated in this Agreement.
6. Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become a binding agreement when one or more counterparts have been signed
by each of the parties and delivered to each of the other parties.
7. Enurement This Agreement shall be binding upon and enure to the benefit
of the parties hereto and their respective heirs, administrators, executors,
successors and permitted assigns, provided that the rights of any party hereto
may not be assigned without the prior written consent of all other parties
hereto.
-3-
8. Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction will, as to that jurisdiction be ineffective
to the extent such prohibition and will severed from the balance of this
Agreement, all without affecting the remaining provisions of this Agreement of
affecting the validity or enforceability of such provisions in any other
jurisdiction provided, however, that the substance of the Agreement remains
materially unaffected.
9. Transmission by Facsimile. The parties hereto agree that this Agreement
may be transmitted by facsimile or such similar device and that the reproduction
of signatures by facsimile or such similar device will be treated as binding as
if originals and each party hereto undertakes to provide each and every other
party hereto with a copy of the Agreement bearing original signatures forthwith
upon demand.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on
the date first above written.
CHELL GROUP CORPORATION
Per: /s/ Stephen McDermott
-----------------------------
Name: Stephen McDermott
Title: CEO & Chairman
DVOD NETWORKS INC.
Per: /s/ Brad Schroeder
-----------------------------
Name: Brad Schroeder
Title:
GALAVU ENTERTAINMENT NETWORK INC.
Per: /s/ Stephen McDermott
-----------------------------
Name: Stephen McDermott
Title: Director