Trademark Assignment Agreement between Aveta Health, Inc. and Aveta Inc. (December 29, 2005)

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Summary

Aveta Health, Inc. is transferring ownership of two trademarks—NORTH AMERICAN MEDICAL MANAGEMENT and AVETA—to Aveta Inc. This agreement gives Aveta Inc. all rights to the trademarks, including the ability to enforce them for past infringements. Aveta Health, Inc. agrees to help with any paperwork or legal steps needed to complete the transfer, and if they do not respond within 15 days, Aveta Inc. can sign documents on their behalf using a limited, irrevocable power of attorney. The agreement is effective as of December 29, 2005.

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EX-10.5 10 y19603a1exv10w5.txt EX-10.5: AVETA TRADENAME ASSIGNMENT Exhibit 10.5 ASSIGNMENT This ASSIGNMENT is made as of the 29th day of December, 2005 by and between Aveta Health, Inc., a Tennessee corporation located at 411 Hackensack Avenue, 7th Floor, Hackensack, NJ 07601 ("Assignor") on the one hand, and Aveta Inc., a Delaware corporation located at 173 North Marginal Road, Fort Lee, New Jersey 07024 ("Assignee") on the other hand. WHEREAS, Assignor owns the following trademarks and corresponding registrations (collectively the "Trademarks"): NORTH AMERICAN MEDICAL MANAGEMENT, U.S. Reg. No. 1,835,051, and AVETA, U.S. Reg. No. 2,673,230; WHEREAS, Assignee is purchasing the Trademarks from Assignor; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged: Assignor hereby sells, transfers, conveys, and assigns to Assignee all right, title, and interest in and to the Trademarks, together with the goodwill symbolized thereby, including all rights to sue and recover for past infringement. Assignor agrees to execute all documents and assist in all proceedings (at the sole cost and expense of the Assignee) to perfect, register, or record the rights of the Assignee to the Trademarks as Assignee may reasonably deem appropriate. If Assignor does not, within fifteen (15) days of presentment, return the requested executed documents, then Assignee is hereby granted a limited power of attorney to execute all such documents on behalf of Assignor. This power of attorney is coupled with an interest and is irrevocable. AVETA HEALTH, INC. AVETA INC. By: /s/ JOSEPH MARK By: /s/ HOWARD KAMINS --------------------------------- ------------------------------------ Joseph Mark Howard Kamins President and COO Vice President December 29, 2005 December 29, 2005