HOLMAN CAPITAL CORPORATION (HOLMAN)

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such other actions, as the Investor may reasonably request from time to time to evidence, perfect, maintain, and enforce the Investor's rights in the Assigned Property and /or to enforce or exercise the Investor's rights or remedies under the Lease and Escrow Agreement. Section 5. Partial Invalidity. If any one or more of the terms, provisions, covenants, or conditions of this Assignment Agreement shall to any extent be declared invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, the finding or order or decree of which becomes final, none of the remaining terms, provision, covenants and conditions of this Assignment Agreement shall be affected thereby, and each provision of this Assignment Agreement shall be valid and enforceable to the fullest extent permitted by law. Section 6. Execution in Counterparts. This Assignment Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and which together shall constitute but one and the same instrument. Section 7. Definitions. Unless the context otherwise requires, capitalized terms used herein shall have the meanings specified in the Lease. Section 8. Applicable Law. This Assignment Agreement shall be governed by and construed in accordance with the laws of the State of California. Section 9. Indemnification. If the Corporation breaches any of the representations, warranties and agreements herein contained and such breach remains unremedied for at least 30 days after the Corporation receives written notice thereof from the Investor, the Corporation will indemnify and hold the Investor harmless from any loss, damage or expense (including, but not limited to, reasonable attorneys' fees and the expenses of collection, repossession, transportation, storage and insurance in enforcing its rights under the Lease or hereunder, but excluding incidental or consequential damages so long as the breach does not involve the gross negligence or willful misconduct of the Corporation) incurred by the Investor as a result of the breach of representation or agreement. Any sum not paid by the Corporation to the Investor when due will bear interest at the rate of 18% per annum, but only to the extent permitted by law. Section 10. Entire Agreement. This Assignment Agreement constitutes the entire agreement between the parties hereto with respect to the purchase and sale of the Assigned Property and supersedes any other agreements, negotiations, communications, understandings and commitments whether written or oral, relating thereto This Agreement may be modified only by a writing signed by both the Corporation and the Investor. Section 11. Enforcement Costs. In the event of any action or proceeding that involves the rights or obligations of the Corporation or the Investor under this Assignment Agreement, the prevailing party shall be entitled to reimbursement from the other party of all costs and expenses associated with said action or proceeding, including reasonable attorney's fees and litigation expenses. IN ANY ACTION PENDING BEFORE ANY COURT OF ANY JURISDICTION, CORPORATION AND INVESTOR EACH WAIVE ANY RIGHT IT MAY HAVE TO A JURY TRIAL. [Signature Pages to Follow]