ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS
ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement"), dated
June
30, 2005, is made and entered into by and
among Ronco Inventions, LLC, a
California limited liability company
("Ronco"), Popeil Inventions, Inc., a
Nevada corporation ("Popeil Inc."), RP
Productions, Inc., a Nevada corporation
("RP"), and Ronald M. Popeil ("R. Popeil")
and Ronco Marketing Corporation, a
Delaware corporation, (the "Purchaser"). In
this Agreement, Ronco, Popeil Inc.,
RP, R. Popeil are referred to collectively
as the "Sellers." Capitalized terms
used and not otherwise defined herein shall
have the meanings ascribed to such
terms in the Asset Purchase Agreement (as
amended, the "Purchase Agreement"),
dated as of December 10, 2004, by and among
the Sellers, the Shareholder and the
Purchaser.
W I T N E S S E T H:
WHEREAS,
in accordance with the terms of the Purchase Agreement, the
Sellers desire to assign all of its right,
title and interest in and to all
intangible assets included among the
Included Assets to the Purchaser (the
"Assignment Assets"), and the Purchaser
desires to assume the Assumed
Liabilities;
NOW
THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants,
agreements and conditions set forth
herein and in the Purchase Agreement, the
receipt and sufficiency of which are
hereby acknowledged, the parties hereto
agree as follows:
Section 1.
Assignment. The Sellers hereby assign to the Purchaser all of
its right, title and interest in and to the
Assignment Assets.
Section 2.
Assumption. The Purchaser hereby assumes and agrees to pay,
perform
