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Exhibit 10.4
ASSIGNMENT AND ASSUMPTION OF INTELLECTUAL PROPERTY
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This Assignment
and Assumption of Intellectual Property Agreement
("Agreement") is made and entered into as
of August 29, 2005 (the "Execution
Date") by and between Delk Holdings, Inc.,
a Texas corporation ("Assignor"), and
Advanced Materials Group, Inc., a Nevada
corporation ("Assignee").
WHEREAS,
Assignor is the owner, licensee, or otherwise has an interest
in,
the intellectual property assets and
intellectual property rights relating
thereto, described on Schedule A attached
hereto (collectively, the "IP
Assets");
WHEREAS,
Assignor is desirous of assigning and transferring its rights
to
the IP Assets to Assignee, and Assignee is
desirous of acquiring such rights of
Assignor in, to and under said IP Assets;
and
WHEREAS,
Assignor is a party to that certain Separation and Release
Agreement by and between the Assignor,
Robert Delk, Delk Partners, Ltd, the
Assignee, and certain directors, officers,
and stockholders of the Assignee (the
"Release Agreement").
NOW, THEREFORE,
the parties agree as follows:
1. For good and
valuable consideration, receipt of which is hereby
acknowledged, Assignor hereby sells,
assigns and transfers to Assignee on and as
of the date on which the Release Agreement
becomes effective under the terms
thereof (the "Effective Date") its entire
right, title and interest in and to
the IP Assets, the same to be held and
enjoyed by Assignee for its own use and
enjoyment, to the end of the term or terms
for which said intellectual property
rights are or may be granted, renewed or
reissued, as fully and entirely as the
same would have been held and enjoyed by
Assignor, if this assignment had not
been made.
2. Assignee
hereby aggress to assume all of the duties and obligations of
Assignor related to the IP Assets, to
discharge such duties and obligations from
the Effective Date forward, including,
without limitation, those duties and
obligations, (which include any and all
accrued and unpaid minimum royalty
payments, whether or not due on or before
the Effective Date) under the
agreements set forth on Schedule B (the "IP
Agreements").
3. Assignee
further agrees to indemnify and hold Assignor harmless from and
against any claims arising out of
Assignor's violation of or failure to assume
and discharge
