ASSUMPTION AGREEMENT
This
Assumption Agreement (the "Agreement") is entered into and
dated
effective as of January 20, 2005 (the
"Effective Date") by and among Marine Jet
Technology Corp., a Nevada corporation (the
"Company"), Intellijet Marine, Inc.,
a Nevada corporation ("Intellijet"), and
Jeff P. Jordan, an adult resident of
the State of Washington ("Jordan").
RECITALS
A.
Intellijet is a wholly owned subsidiary of the Company without
any
business assets or activities, and Company
owns all of the capital stock of
Intellijet.
B. Company
owns certain technology relating to marine jet propulsion
systems including, without limitation,
certain patents, trademarks, know-how,
and intellectual property right relating to
marine jet propulsion systems
("Technology").
C. Company
desires to discontinue its existing business operations
relating to the Technology and transfer
such Technology and certain other assets
to Intellijet in accordance with the terms
hereof.
D. Company
desires to transfer and assign to Intellijet, as a further
contribution to capital, all of its assets
of every kind and description
(including the Technology and all goodwill
associated therewith, but
specifically excluding the capital stock of
Intellijet and cash in the amount of
approximately $2,500) including, without
limitation, the assets specifically set
forth on the Schedule attached hereto
("Assets").
E. In
connection with the transfer of said Assets to Intellijet,
Intellijet has agreed to assume, and
indemnify Company against, all of Company's
obligations and liabilities of every kind
and description.
F. Company
and Jordan desire to settle any and all obligations and claims
with respect to any debt and/or obligations
of the Company owed to Jordan
including, without limitation, any
obligations of the Company incurred in
connection with Jordan's capacity as an
employee, officer and director of the
Company ("Jordan Obligations").
G. Company
has no assets available to pay any liabilities or obligations
of the Company.
H.
Following the completion of the transactions contemplated
hereunder,
Company desires to distribute all of the
capital stock of Intellijet to its
stockholders on a pro rata basis
("Distribution").
AGREEMENTS
NOW,
THEREFORE, in consideration of the above recitals, the
following
representations, warranties, covenants and
conditions, and other good and
valuable consideration, the receipt of
which is acknowledged, the parties agree
as follows:
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1.
Transfer and Assignment of Assets. Except for the capital stock
of
Intellijet held by Company and
approximately $2,500 in cash, Company hereby
sells, assigns, conveys, transfers and
delivers to Intellijet, as a further
contribution of capital, on an "AS IS,
WHERE IS" basis, without any warranties
or representations of any kind or nature,
all of the Company's right, title, and
interest in and to the Assets.
2.
Assumption of Liabilities. Intellijet hereby assumes, and agrees
to
pay, observe and perform all of the duties,
obligations, terms, provisions and
covenants of, all of Company's burdens,
debts, obligations and liabilities of
every nature and kind, whether liquidated
or contingent, choate or inchoate,
known or unknown, including but not limited
to Company's accounts payable,
vendor claims, notes payable, obligations
under any contracts, agreement,
instruments, licenses and leases, accrued
salaries and benefits, taxes of any
kind or nature, filings made with any
regulatory agencies, fines and penalties,
accrued expenses, employment matters and
benefits, employment contracts, debt,
subordinated debt, claims made by any past
or current holders of the Company's
securities, warranties and other customer
claims, actions and proceedings,
pending or threatened, and liabilities,
obligations or claims, whether or not
presently asserted, arising out of,
relating to or connection with the Company's
Assets or any business heretofore conducted
by the Company or any of its
affiliates and subsidiaries at any time
prior to the closing of that certain
Securities Purchase Agreement ("Purchase
Agreement") between Jordan and Keating
Reverse Merger Fund, LLC ("KRM Fund") dated
January 11, 2005 ("Closing") (the
"Assumed Liabilities"). The Assumed
Liabilities shall include, but not be
limited to: (i) all of the Company's
liabilities and obligations under any
license agreements including all
obligations for the payment of past, current or
future royalties payable thereunder; (ii)
any claims by past or present
stockholders, debt holders, warrant
holders, or option holders of the Company on
account of actions or events occurring
prior to the Closing, including the
Distribution, (iii) each of the liabilities
set forth on the Schedule attached
hereto, each of which shall be paid in full
at or prior to Closing, and (iv) any
and all obligations of the Company with
respect to the 2004 stock option plan of
the Company, the registration statement
filed with the SEC with respect thereto,
and any and all shares issued under such
plan or registration statement ("Option
Plan").
3.
Additional Agreements by Intellijet. Intellijet agrees to pay: (i)
any
and all taxes of any kind incurred by the
Company with respect to this Agreement
or the Distribution and to distribute any
and all tax forms or reports to the
recipients of the Distribution, and (ii)
any and all costs incurred by the
Company, Intellijet or Jordan in connection
with this Agreement, the
Distribution or the transactions
contemplated under the Purchase Agreement.
4. Waiver
and Release. Jordan, for himself and on behalf of all his
spouse
and family members and all affiliated
persons and entities, hereby waives, and
forever releases and discharges the Company
from, any and all liabilities or
obligations with respect to the Jordan
Obligations including, without
limitation, any interest, charges,
penalties or other charges arising under or
related to the Jordan Obligations.
Intellijet hereby waives, and forever
releases and discharges the Company from,
any and all debts, claims, liabilities
or obligations of any kind owed by the
Company to Intellijet
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<PAGE>
5.
Indemnification. Intellijet and Jordan hereby jointly and
severally
agree to indemnify and hold harmless the
Company and its directors, officers,
managers, members, shareholders, agents and
employees (each, an "Indemnified
Person") from and against any losses,
claims, expenses, damages or liabilities
(or actions or proceedings in respect
thereof) ("Damages") incurred by any
Indemnified Person arising out of or with
respect to the Assumed Liabilities or
the breach by Intellijet or Jordan of any
representation, warranty or agreement
hereunder ("Indemnity Claim"), and
Intellijet and Jordan will reimburse any
Indemnified Person for all expenses
(including reasonable counsel and expert
fees) as they are incurred by any such
Indemnified Persons in connection with
any Indemnity Claim, including any costs
and expenses for investigating,
preparing or defending any action or
proceeding, whether pending or threatened,
and whether or not such Indemnified Person
is a party hereto.
The
parties hereto hereby acknowledge and agree that the Indemnity
Escrow,
as defined and established under the
Purchase Agreement shall be available to
satisfy any indemnification claims that
Company may assert against Intellijet or
Jordan pursua
