EXHIBIT 10.2
CONTRIBUTION AND ASSUMPTION AGREEMENT
This
CONTRIBUTION
AND ASSUMPTION AGREEMENT (this
"Agreement") is entered
into as of July 25, 2005 (the "Effective Date"), by
and among ZANN CORP., a
Nevada corporation ("Zann"), and Robert
Simpson, an individual ("Simpson").
WHEREAS,
pursuant to that
certain Capital Stock Purchase Agreement between
Simpson or Zann as his nominee and several
significant stockholders of Sartam
Industries, Inc., a Florida corporation
("Sartam"), dated June 27, 2005, Simpson
purchased 1,795,250 shares of the issued
and outstanding common stock, par value
$0.01 per share, of Sartam (the "Sartam
Common Stock") and 164,601 shares of the
issued and outstanding convertible preferred stock, second series,
par value
$1.00 per share, of Sartam, (the "Sartam
Preferred Stock") for a total purchase
price of $4,400,000; and
WHEREAS, in
connection with the stock purchase transaction, Zann has agreed
to assume all liabilities of Simpson arising from that
certain Capital Stock
Purchase Agreement between Simpson or Zann, as his
nominee and stockholders of
Sartam, dated June 27, 2005, that certain Promissory
Note between Simpson and
stockholders of Sartam, dated June 27,
2005; that certain Stock Pledge Agreement
between Simpson or Zann, as his nominee,
and stockholders of Sartam, dated June
27, 2005, and that certain Escrow Agreement between Simpson
or Zann, as his
nominee, Burgess, Harrell, Mancuso, Olson
& Colton P.A. as the Escrow Agent and
stockholders of Sartam, dated June 27,
2005; and
WHEREAS,
the selling
stockholders of Sartam have previously agreed to such
assignment; and
WHEREAS, such
assignment by Simpson to Zann and the assumption of liability
by Zann is expressly permitted by Section 20 of the Capital Stock
Purchase
Agreement between Simpson or Zann as his
nominee and stockholders of Sartam; and
WHEREAS,
Simpson desires to contribute the Sartam Common Stock and
the
Sartam Preferred Stock to Zann as a
contribution to Zann's capital; and
WHEREAS,
Zann desires to accept
such contribution from Simpson in exchange
for the assumption of all liability arising from that
certain Capital Stock
Purchase Agreement between Simpson or Zann, as his
nominee and stockholders of
Sartam, dated June 27, 2005, that certain Promissory
Note between Simpson and
stockholders of Sartam, dated June 27,
2005; that certain Stock Pledge Agreement
between Simpson or Zann, as his nominee,
and stockholders of Sartam, dated June
27, 2005, and that certain Escrow Agreement between Simpson
or Zann, as his
nominee, Burgess, Harrell, Mancuso, Olson
& Colton P.A. as the Escrow Agent and
stockholders of Sartam, dated June 27, 2005;
NOW,
THEREFORE,
in consideration of the mutual covenants and
agreements
contained herein, and other good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged,
the parties hereby
agree as follows:
1. Contribution.
Simpson hereby contributes
