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Exhibit
10.7
ASSIGNMENT AND
ASSUMPTION AGREEMENT AND BILL OF SALE
This ASSIGNMENT AND
ASSUMPTION AGREEMENT and BILL OF SALE (the “
Agreement ”), is made and entered into this
28 th day
of February, 2008, by and between Optos Capital, LLC, a New Jersey
limited liability company (“ Purchaser ”)
and ClearPoint Resources, Inc., a Delaware corporation (“
Seller ”).
B A C K G R O U N
D
WHEREAS, on the date hereof,
ClearPoint Workforce, LLC, a wholly owned subsidiary of Seller,
advanced $800,000 on behalf of Purchaser to the provider of its
outsourced employee leasing program. The advanced funds were
utilized for Purchaser’s payroll. In consideration of making
the advance on Purchaser’s behalf, Purchaser agreed to assume
the promissory notes, and the underlying payment obligations,
issued by Seller on February 22, 2008 which were payable to
Michael Traina and Chris Ferguson in the aggregate amount of
$800,000, copies of which are attached hereto as Exhibit A
(collectively, the “ Notes ”).
NOW THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Purchaser and Seller hereto, intending to be
legally bound hereby, agree as follows:
1. Assignment and
Assumption . Seller hereby sells, assigns, conveys, transfers
and delivers the Notes to Purchaser, and Purchaser accepts
assignment of such Notes. Purchaser her
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