<SEQUENCE>2

<FILENAME>0002.txt

<DESCRIPTION>ASSET ASSIGNMENT AGREEMENT

<TEXT>



                           ASSET ASSIGNMENT AGREEMENT





         This ASSET ASSIGNMENT AGREEMENT ("Assignment") is made effective as of

this 1 day of August 2000 ("Effective Date"), by and among Kwik Commerce, Inc.,

a California Corporation ("the Corporation"), and KwikWeb.com, Inc., a Nevada

Corporation (the "Assignor").





                                    RECITALS

                                    --------



         A. Assignor owns KwikWeb.com which plan, concept and system includes

confidential and proprietary information, not generally available to the public

including, without limitation, the mark "Kwik Web" and the URL KwikWeb.com



         B. Assignor desires to acquire 25% equaling Two Million Five Hundred

Thousand (2,500,000) shares of the Corporation's authorized common stock in

exchange for the assignment of the Intellectual Property and related assets

(collectively, the "Assigned Assets"). The Assigned Assets are more particularly

described on Exhibit "C" hereto.



         C. Corporation desires to issue Two Million Five Hundred Thousand

(2,500,000) shares of its authorized Common Stock to the Assignor in exchange

for the acquisition of the Assigned Assets from the Assignors.



         D. The parties are executing this Agreement in order to memorialize

their understanding regarding the foregoing.





                                    AGREEMENT

                                    ---------



         NOW, THEREFORE, in consideration of the Recitals set forth above and

other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the parties hereto agree as follows:



    1. ASSIGNMENT AND ASSUMPTION.



         1.1 Assignor hereby grants, sells, assigns, transfers and sets over

unto Corporation, its successors and assigns, all right, title and interest in

and to the Assigned Assets, including, without limitation any and all renewals

and extensions thereof.



         1.2 Corporation assumes all existing liabilities including monthly

reoccurring accounts and all expenses related to filing requirements of the

public company prior to June 1st, 2000 as listed in "EXHIBIT B".



         1.3 Assignors and Corporation agree that the aggregate value of the

Assigned Assets minus liabilities assumed by the Corporation shall be $1,000.00

(One Thousand Dollars).









<PAGE>



    2. CONSIDERATION.



         2.1 Upon the terms and subject to the conditions and covenants of this

Assignment and in consideration for the Assigned Assets, Corporation shall issue

to KwikWeb.com Inc., Two Million Five Hundred Thousand (2,500,000) shares (the

"Shares") representing 25% of its authorized common stock, which shares shall be

fully paid and non-assessable as of the date of this agreement.



         2.2 Corporation has the option to purchase One Million Shares

(1,000,000) of Kwik Commerce stock from the Assignor for the amount of

$200,000.00 (Two hundred thousand dollars) within 18 months from execution of

this document.



         2.3 Anti Dilution: Assignor shall have the right to participate in

subsequent rounds of financing of Kwik Commerce relative to its percentage

ownership interest in Kwik Commerce at the same price as other investors in the

round.





1. REPRESENTATIONS, WARRANTIES AND COVENANTS OF CALIFORNIA CORPORATION. The

California Corporation hereby represents, warrants and covenants to the Assignor

as follows:



         1.1 ORGANIZATION. GOOD STANDING AND QUALIFICATION. The California

Corporation is a corporation duly organized, validly existing and in good

standing under the laws of the State of California.



         1.2 CAPITALIZATION. The authorized capital of the California

Corporation consists of Ten Million (10,000,000) shares of no par value common

stock.



         1.3 AUTHORIZATION. All corporate action on the pan of the California

Corporation, its officers, directors and shareholders necessary for the

authorization, execution and delivery of this Agreement, the shares of the

California Corporation and the performance of all obligations of the California

Corporation hereunder has been or will be taken. This Agreement constitutes the

valid and legally binding obligation of the California Corporation, enforceable

in accordance with its terms.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC