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Exhibit 10.3
ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT
This Assignment, Assumption and Consent Agreement
(this “ Agreement ”) dated as of October ___,
2007 (the “ Effective Date ”) by and among Aegis
Assessments, Inc., a Delaware corporation (the “
Assignor ”), Sentinel Emergency Response Technology,
Inc., a Nevada corporation (the “ Assignee ”),
and AJW Partners, LLC (“ AJW Partners ”); AJW
Offshore, LLC (“ AJW Offshore ”); AJW Qualified
Partners, LLC (“ AJW Qualified ”); New
Millennium Capital Partners II, LLC (“ New Millennium
”); Alpha Capital Aktiengesellschaft (“ Alpha
”); Harborview Master Fund LP (“ Harborview
”) and DKR Soundshore Oasis Holding Fund Ltd. (“
DKR ” and, together with AJW Partners, AJ Offshore,
AJW Qualified, New Millennium, Alpha and Harborview, the “
Noteholders ”).
BACKGROUND
WHEREAS, as consideration for the license by
the Assignor of certain intellectual property to the Assignee
pursuant to a license agreement dated of even date herewith between
the Assignor and the Assignee (the “ License Agreement
”), the Assignor agrees to assign and the Assignee agrees to
assume a portion of the obligations (the “ Assumed
Promissory Notes Portion ”) under each of the Promissory
Notes) set forth on Schedule I attached hereto (the “
Promissory Notes ”); and
WHEREAS, the Noteholders desire to consent
to the assignment by the Assignor, and the assumption by the
Assignee, of the Assumed Promissory Notes Portion.
AGREEMENT
NOW THEREFORE , in consideration of the
License Agreement and the mutual covenants hereinafter set forth
and other good and valid consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as
follows:
1.
Assignment . The Assignor hereby
assigns all of its rights, title and interest in the Assumed
Promissory Notes Portion to the Assignee. The Assignee hereby
agrees to be bound by and assumes all obligations, terms and co
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