Harbinger Group Inc.
    Print Page | Close Window

SEC Filings

10-Q
HRG GROUP, INC. filed this Form 10-Q on 08/14/1995
Entire Document
 << Previous Page | Next Page >>
<PAGE>
 
                                                                   EXHIBIT 10(b)

                           ASSIGNMENT AND ASSUMPTION
                            OF CONSULTING AGREEMENT

This Assignment and Assumption of Consulting Agreement (the "Assignment") is 
effective as of July 1, 1995 (the "Effective Date") and is made by and between 
ZAPATA CORPORATION ("Assignor") and ZAPATA PROTEIN, INC. ("Assignee").

Pursuant to the Consulting Agreement dated July 15, 1994 by and between 
Assignor, Assignee and R. C. LASSITER ("Executive"), as amended by letter 
agreements dated January 23, 1995 and March 15, 1995 (all of which together 
constitute the "Agreement"), Executive did agree to serve as an independent 
consultant to and as Chairman of the Board of Directors and Chief Executive 
Officer of Assignee.

Assignor now desires to assign all of its interest in the Agreement, and 
Assignee desires to accept the Assignment and to assume all duties, obligations 
and liabilities of the Assignor in connection with the Agreement.

FOR VALUE RECEIVED, the receipt and sufficiency of which hereby are acknowledged
and confessed by Assignor and Assignee, and in further consideration of the 
agreements of the Assignee as set forth below, the Assignor hereby assigns, 
conveys and transfers to the Assignee all right, title and interest of the 
Assignor in and to the
 Agreement, a copy of which is attached to this document 
as EXHIBIT "A" and incorporated herein by this reference for all purposes. As of
the Effective Date and except as provided elsewhere in this Agreement, the 
Assignee hereby accepts this assignment and, in addition, expressly assumes and 
agrees to perform and fulfill all the terms, covenants, conditions, duties and 
obligations required of the Assignor under the Agreement and assumes all 
liabilities of the Assignor in connection with the Agreement and agrees to 
timely make all payments due or payable and to become due or payable by the 
Assignor under the Agreement. Assignee hereby acknowledges that Assignor is not 
in default of any of its obligations under the Agreement. Without limiting the 
generality of the foregoing, Assignor has performed all obligations required to 
be performed by it prior to the date hereof.

The Agreement and this instrument, upon Assignor and Assignee executing in
writing their consent hereof, constitute the full and final understanding and 
only agreement of Assignor and Assignee, and may not be modified or amended to 
bind either party, except by written instrument signed by their authorized 
representatives. Assignee acknowledges having received a copy of and read and 
understood the Agreement and agrees to be bound by all of its terms and 
conditions.

IN WITNESS WHEREOF, the parties have executed this Assignment by their duly 
authorized representatives, Assignee and Assignor each representing and 
warranting to the other that Assignee and Assignor are each duly organized and 
validly existing and in good standing, Assignor as a Delaware corporation, and 
Assignee as a Delaware corporation, and Assignor and Assignee each have full 
right, power and authority to execute and deliver and perform under this 
Assignment and


 << Previous Page | Next Page >>