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EXHIBIT J <br />FORM OF ASSIGNMENT OF INTANGIBLES <br />ASSIGNMENT OF INTANGIBLES <br />THIS ASSIGNMENT OF INTANGIBLES is made this day of December, 2005, <br />by and between Vinci Investment Co., Inc., a California corporation, doing business as Santa <br />Ana Honda ( "Assignor "), and the Community Redevelopment Agency of the City of Santa Ana, <br />a body corporate and politic organized and existing under the Community Redevelopment Law <br />of the State of California ( "Assignee "), with reference to the following facts: <br />A. Assignor is selling to Assignee certain assets associated with the business known <br />as the Mr. J's Night Club and Cabaret (the "Vinci Property "), as more particularly described in <br />the Acquisition Agreement, Mutual Release and Joint Escrow Instructions dated as of <br />December 22, 2005 by and between Assignor and Assignee (the "Acquisition Agreement "). <br />B. Assignor has used or acquired (or may have acquired) certain intangible rights in <br />connection with the Vinci Property, including, but not limited to, any trade name used in <br />connection with the Vinci Property (including "Mr. J's "), all goodwill of the Mr. J's Business, <br />any actual or potential claims for relocation benefits associated with the Vinci Property pursuant <br />to California Relocation Assistance Law (Government Code Section 7260, et seq.), various <br />easements, licenses, permits, air rights, certificates of occupancy, rights of way, sewer <br />agreements, water line agreements, utility agreements, water rights and oil, gas and mineral <br />rights (collectively, the "Intangibles "). <br />C. Assignor hereby desires to assign to Assignee all of its right, title and interest in <br />and to the Intangibles. <br />NOW, THEREFORE, in consideration of the mutual covenants and conditions <br />hereinbelow set forth, the parties hereto agree as follows: <br />1. Effective as of the Close of Escrow, as that phrase is defined in the Acquisition <br />Agreement, Assignor hereby assigns and transfers to Assignee all of Assignor's right, title and <br />interest in and to the Intangibles. <br />2. Assignee hereby accepts the assignment of the Intangibles and the Warranties as <br />of the Close of Escrow and shall be entitled to all rights and benefits accruing to the Assignor <br />thereunder and hereby assumes all obligations thereunder from and after the Close of Escrow. <br />4. The provisions of this instrument shall be binding upon and inure to the benefit of <br />Assignor and Assignee and their respective successors and assigns. <br />5. This Assignment may be executed in counterparts which taken together shall <br />constitute one and the same instrument. <br />6. Assignor hereby covenants that it will, at any time and from time to time, execute <br />any documents or take such additional actions as Assignee or its successors or assigns shall <br />EXHIBIT J -1 <br />600090435v6 <br />8 -241 <br />