Assignment and Assumption of Liabilities Agreement between Ocean West Enterprises, Inc., Ocean West Holding Corporation, and Consumer Direct of America

Summary

Ocean West Enterprises, Inc., a subsidiary being spun off from Ocean West Holding Corporation, agrees to take on all liabilities of Ocean West Holding Corporation as of May 23, 2005. In exchange, Ocean West Holding Corporation assigns these liabilities to Ocean West Enterprises. Consumer Direct of America, as the new majority shareholder, and Ocean West Enterprises jointly agree to protect Ocean West Holding Corporation and its affiliates from any claims related to these liabilities. The agreement covers all known and unknown liabilities, including those listed in an attached exhibit.

EX-10.1 2 v023435_ex10-1.txt EXHIBIT 10.1 ASSIGNMENT AND ASSUMPTION OF LIABILITIES AGREEMENT Agreement made as of the 23rd day of May, 2005 between Ocean West Enterprises, Inc., a 100% owned subsidiary of Ocean West Holding Corporation ("OWHC"), which is being spun off to the Shareholders of OWHC as of May 23, 2005 ("Enterprises"). For $1.00, and other valuable consideration, receipt of which is hereby acknowledged, Enterprises hereby assumes, and OWHC hereby assigns to Enterprises, all liabilities and obligations ("Liabilities") of OWHC as of the date hereof both known and unknown including, but not limited to, the Liabilities described on Exhibit A hereto, and Enterprises agrees to pay the Liabilities and to do and perform each and every thing required of Enterprises to be done or performed in the same manner and with the same effect as though it originally had been obligated on the Liabilities. Enterprises and Consumer Direct of America, the majority shareholder of Enterprises following such spinoff, hereby jointly indemnify and hold harmless OWHC and its officers, directors, employees, representatives and shareholders from all such Liabilities. In WITNESS WHEREOF, the parties have duly executed this Assignment and Assumption of Liabilities Agreement as of this 23 day of May, 2005. Ocean West Enterprises, Inc. By: /s/ Wayne Bailey --------------------------------------- Wayne Bailey Ocean West Holding Corporation By: /s/ Wayne Bailey --------------------------------------- Wayne Bailey Consumer Direct of America By: /s/ Michael Barron --------------------------------------- Michael Barron EXHIBIT A ASSUMED LIABILITIES 1. "Accounts Payable and Accrued Expenses" 2. Due to Stockholder 3. Current Maturities of Long Term Debt 4. Long Term Debt 5. Due to Ocean West Enterprises