ASSIGNMENT OF TRADE MARK

This deed of assignment is made on this…………day of 2005 between RP Co. Ltd., a company registered under the appropriate laws of the U.S.A. and carrying on business at San Francisco, U.S.A. hereinafter called the assignor (which term shall include unless excluded by or repugnant to the context its successors) of the one part and AB Co. Ltd. a company registered under the Companies Act 1956 hereinafter referred to as the assignee (which term shall include unless excluded by or repugnant to the context its successors and assigns) of the other part.
Whereas the assignor is manufacturer of and dealer in Computers for office purposes and holds the Registered Trade Mark COMOF, Trade Mark No. 5 in Class I in respect of the Computers for office purposes.
And whereas the assignor intends to assign its Trade Mark COMOF in respect of the computer products.
And whereas the assignee has agreed to take an assignment of the said Trade Mark COMOF on curtain terms and conditions to which the Assignor has agreed.
Now therefore these presents witnesseth and the parties hereby agree as follows:
The assignor hereby doth assign its Trade Mark COMOF to the
assignee together with the goodwill of business in the goods for which the
said Trade Mark is registered.
The assignee to hold the said Trade Mark absolutely.
In consideration of such assignment the assignee shall pay to the assignor a sum of Rs	 of which a sum of Rs………has already been paid by the assignee receipt whereof is herein acknowledged by the assignor.
The balance sum of Rs…………shall be paid to the assignor by six half-yearly instalments payable by the 30th June and 31st December every year, in equal proportion.
The assignee hereby declares and undertakes to keep the Assignor fully indemnified against and harmless from any claims, proceedings, losses, damages and expenses that may be incurred by assignor in relation to the said assigned Trade Mark COMOF.
The assignee declares and undertakes that it shall take all necessary steps to comply with all provisions of law, rules and regulations, in relation to the said Trade Mark COMOF.

The Schedule
In witness whereof the parties hereto have executed these presents on the day, month and year first above-written.
Signed, sealed and delivered by
Mr. …….the Constituted
Attorney   of the   RP Co.   Ltd.
in presence of;	Signature
Signed, sealed and delivered by
Mr…………..pursuant to a
Board Resolution dated…….of
AB Co. Ltd. in the presence of:	                                                       Signature