ASSIGNMENT AND ASSUMPTION
AGREEMENT
This ASSIGNMENT
AND ASSUMPTION AGREEMENT (this “ Agreement ”) is
made and entered into as of May 11, 2005, by and between
Spectrum Sciences & Software Holdings Corp., a Delaware
corporation (the “ Assignor ”) and Spectrum
Sciences & Software, Inc., a Florida corporation (the “
Assignee ”), and shall be effective upon the filing
with the Securities and Exchange Commission of Assignor’s
Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2005 (the “ Effective Date
”).
WHEREAS, Assignor
and William H. Ham, Jr., the President and Chief Executive Officer
of Assignor (“ Employee ”), are parties to that
certain employment agreement, dated August 9, 2004 (the
“ Original Employment Agreement ”);
WHEREAS, Assignor
and Employee amended the Original Employment Agreement as of
December 14, 2005 to extend the term of the Original
Employment Agreement to the date of the 2006 annual meeting of
shareholders (the “ Amendment ” and, together
with the Original Employment Agreement, the “ Employment
Agreement ”), which Employment Agreement is attached
hereto as Exhibit A;
WHEREAS, Employee
is currently the President and Chief Executive Officer of
Assignee;
WHEREAS, Assignor
desires to assign to Assignee, and Assignee desires to assume from
Assignor, all of Assignor’s rights and obligations under the
Employment Agreement (the “ Assignment ”)
pursuant to this Agreement;
WHEREAS, upon
completion of the Assignment, the parties intend that the
Employment Agreement will govern the employment of Employee as
President and Chief Executive Officer of Assignee and will replace
any other agreements or arrangement, if any, between Assignee and
Employee relating thereto;
