ASSIGNMENT AND ASSUMPTION AGREEMENT OF LEASE AND PURCHASE
OPTION
THIS
ASSIGNMENT
AND ASSUMPTION AGREEMENT OF LEASE AND PURCHASE
OPTION
("Assignment") is made
and entered into as of October 27, 2006, between DAVID
SKINNER and RONALD SPARKMAN (collectively, "Assignor"), and AMISH
PASTA COMPANY,
an Ohio Corporation ("Assignee").
RECITALS
WHEREAS,
Assignor and LONNIE CUTLIP ("Lessor") are parties to that
certain
Lease and Purchase
Option Agreement
dated as of February
27, 2006 ("Lease and
Option") pursuant to
which Lessor agreed to lease the premises located at 6403
SR 83, Holmesville,
Ohio 44633
("Premises"), to
Assignor and provide Assignor
the option to purchase the Premises.
WHEREAS,
Assignor desires to assign the Lease and Option and all of
Assignor's right,
title, and interest thereunder to Assignee, and Assignee
desires to assume,
perform and discharge all of the agreements and obligations
of Assignor under the Lease and Option.
WHEREAS,
Assignor shall transfer to Assignee all of
Assignor's
right,
title and interest in, under, and to the Lease and Option on the
following terms
and conditions.
AGREEMENT
NOW,
THEREFORE, in consideration of the foregoing Recitals (which
Recitals
are hereby incorporated into the body of this Assignment),
the mutual
covenants
contained herein and for other good and valuable consideration,
the receipt and
sufficiency of which are hereby acknowledged, Assignor and Assignee
hereby agree
as follows:
1. Assignment and Acceptance. Assignor hereby assigns, conveys,
grants
and sets over unto Assignee all of Assignor's right, title and
interest in,
under and to the Lease Option.
2.
Assumption. Assignee hereby accepts the f
