EXHIBIT 2.5
ASSUMPTION AGREEMENT
ASSUMPTION
AGREEMENT (the
"Assumption
Agreement"), dated as
of June 23,
2004, among Encompass Group Affiliates, Inc., a Delaware corporation
("Encompass"), and Hy-Tech Technology Group, Inc., a Delaware corporation
("Hy-Tech Technology"), and Hy-Tech Computer Systems, Inc., a Delaware
corporation ("Hy-Tech Computer" and
together with Hy-Tech Technology, "HYTT").
BACKGROUND
A. HYTT is entering into an Agreement with Encompass, dated as of the
date hereof (the "Agreement"), pursuant to which HYTT
concurrently herewith
is
refraining from pursuing certain of rights and licensing
certain of its
assets
to Encompass.
B. In partial
consideration
therefore, the
Agreement requires that
Encompass agree to perform, pay or
discharge certain liabilities and obligations
of HYTT.
NOW, THEREFORE, for valuable consideration, the receipt and legal
sufficiency of which are hereby
acknowledged, and
intending to be legally bound
hereby, the parties hereby agree as
follows:
1. Assumption of Liabilities. Encompass hereby undertakes,
assumes and
agrees to perform, pay or discharge in accordance with their terms, to the
extent not heretofore performed, paid or discharged and subject to the
limitations contained in this Assumption Agreement, the liabilities and
obligations of HYTT described in Schedule I hereto,
but only to the extent
and
in the amounts that such liabilities and
obligations are so listed or described.
2. Remedies.
The assumption by Encompass of the liabilities and
obligations set forth in this Assumption Agreement shall not be construed to
defeat, impair or limit in any way the
rights, claims or
remedies of Encompass
under the Agreement.
3. No Other
Liabilities. Other
than as specifically set forth in this
Assumption Agreement, Encompass assumes no liability or
obligation of any kind,
character or description of HYTT or any
other person.
4. Governing
Law.
