EXHIBIT 10.1
ASSIGNMENT AGREEMENT
DATED THIS 31ST DAY OF OCTOBER, 2000.
BETWEEN:
AGGRESSIVE AMERICAN CAPITAL PARTNERS, INC. , a Nevada Corporation, with
business offices at 1475 Terminal Way, Suite E, Reno, NV, 89502 - 3225.
("Assignor")
AND:
IMMULABS CORPORATION, a Colorado Corporation, with business offices at
15945 Quality Trail N., Scandia, MN 55073. ("Assignee")
WHEREAS:
a) Pursuant to an Option Agreement ("Option Agreement"), the Assignor has been
assigned all right, title and interest to acquire Quest Research Group Inc.
("Quest") and the technologies produced by Quest (collectively, the "Rights").
b) Pursuant to a Stock Acquisition Agreement, the Assignor has acquired a
significant majority interest in the ownership of the Assignee (the "Interest").
c) The Assignor wishes to assign, and the Assignee wishes to be assigned, all
the Rights, for good and valuable consideration.
d) Given the Interest of the Assignor, the Assignor believes it to be in its
best interest to enter into this Assignment.
e) Given the commercial potential of the Rights, the Assignee believes it to be
in its best interest to enter into this Assignment.
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NOW THEREFORE WITNESSETH:
That in consideration of the premises, covenants, agreements, representations,
warranties and payments herein contained, and the sum of $10.00 (ten dollars),
the receipt and sufficiency of which is hereby acknowledged, the parties hereto
covenant and agree as follows:
1. The Assignor hereby transfers and assigns all right, title and interest
under the Option Agreement to the Assignee.
2. This Assignment Agreement constitutes the entire agreement between the
parties and there are no representations or warranties, expressed or
implied, statutory or otherwise, other than those expressly set forth
herein.
3. This Assignment Agreement shall enure to the benefit of and be binding
upon the parties hereto and their respective successors and assigns.
4. This Assignment Agreement may be executed in several parts in the same
form and such parts so executed shall together shall form one original
agreement, and such parts, if more than one, shall be read together and
construed as if all the signing parties hereto had executed one copy of
this Assignment Agreement.
5. The parties hereto agree that in the event of any disagreement or
dispute between them they shall first attempt to remedy the dispute be
mediation or arbitration. In the event that the parties cannot agree to
the appointment of an independent mediator or arbitrator then the
parties hereto will accept the appointment of a mediator or arbitrator
appointed by the Court. If the dispute cannot be remedied through
mediation or arbitration then the dispute shall be resolved by a Court
of competent jurisdiction.
In witness whereof, the parties hereto have agreed to and have caused this
Assignment Agreement to be executed effective as of the date first above
written.
Authorized Signatures:
Aggressive American Capital Partners, Inc.
Per:
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Bruce Deildal, Authorized Signatory Witness
Immulabs Corporation
Per:
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Benjamin Traub, Authorized Signatory Witness
