ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this
“ Agreement ”) is made this 25th day of May
2007, by and between HOMELAND SECURITY NETWORK, INC. , a
Nevada corporation (“ HSNi ”); AFCO
RECEIVABLES FUNDING CORPORATION , a Nevada corporation
(“ AFCORF ”); AMERICAN FINANCE COMPANY,
INC. , a Nevada corporation (“ AFCO ”);
and AUTOCORP FINANCIAL
SERVICES CORPORATION, a Texas corporation (“
ACFS ” and collectively with AFCORF and AFCO, the
“ Subsidiaries ”), pursuant to that certain
Stock Purchase Agreement between HSNi, AFCORF and Monet
Acquisitions LLC, a Texas corporation (“ Monet
”), dated as of the date hereof (the “ Purchase
Agreement ”).
WHEREAS, the Purchase Agreement provides for
HSNi’s sale of 90% of AFCORF’s issued and
outstanding common stock to Monet; and
WHEREAS, prior to HSNi’s transfer of 90%
of issued and common stock of AFCORF to Monet, HSNi will have:
(i) contributed 100% of AFCO’s issued and outstanding
stock to AFCORF; (ii) contributed 100% of ACFS’ issued and
outstanding stock to AFCORF and; (iii) assumed 100% of the
Subsidiaries liabilities and agree to indemnify and hold each of
them harmless therefrom; and
WHEREAS, the Purchase Agreement provides that as
a condition to the consummation of the transactions contemplated
by the Purchase Agreement all liabilities and/or obligations of
the Subsidiaries shall be assigned and assumed by HSNi; and
NOW, THEREFORE, pursuant to the terms of hereof
and for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged,
. Each Subsidiary hereby assigns and
transfers to HSNi any and all of its right, title and interest
in and to all contracts or other agreements (the “
Contracts ”).
2. HSNi hereby assumes and agrees t
