Big Tree Group, Inc. - FORM 8-K - EX-10.54 - ASSIGNMENT AGREEMENT FOR PATENT NO. ZL 2010 3 0103327.4 DATED DECEMBER 29, 2011 BETWEEN SHANTOU BIG TREE TOYS CO., LTD. AND WEI LIN. - January 6, 2012

Attached files
FileFilename
EX-10.32 - BUILDING LEASE AGREEMENT BETWEEN SHANTOU YUNJIA FASHION HANDICRAFT CO., LTD. AND SHANTOU BIG TREE TOYS CO., LTD. FOR THE PERIOD BEGINNING JANUARY 1, 2011. - Big Tree Group, Inc.exh10-32.htm
EX-99.2 - UNAUDITED PRO FORMA BALANCE SHEET AS OF SEPTEMBER 30, 2011 AND UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2010 AND THE NINE MONTHS ENDED SEPTEMBER 30, 2011. L - Big Tree Group, Inc.exh99-2.htm
EX-99.1 - AUDITED FINANCIAL STATEMENTS OF TRANSAX INTERNATIONAL LIMITED AS OF DECEMBER 31, 2009 AND 2008 AND UNAUDITED FINANCIAL STATEMENTS OF SHAOXING HIGH SCHOOL AS OF SEPTEMBER 30, 2010 AND 2009. - Big Tree Group, Inc.exh99-1.htm
EX-21.1 - SUBSIDIARIES OF THE REGISTRANT. - Big Tree Group, Inc.exh21-1.htm
EX-10.55 - ASSIGNMENT AGREEMENT FOR PATENT NO. ZL. 2009 2 0292981.6 DATED DECEMBER 29, 2011 BETWEEN SHANTOU BIG TREE TOYS CO., LTD. AND WEI LIN. - Big Tree Group, Inc.exh10-55.htm
EX-10.53 - ASSIGNMENT AGREEMENT FOR PATENT NO. ZL 2009 3 0680023.1 DATED DECEMBER 29, 2011 BETWEEN SHANTOU BIG TREE TOYS CO., LTD. AND WEI LIN. - Big Tree Group, Inc.exh10-53.htm
EX-10.52 - TRADEMARK REGISTRATION OF BIG TREE DATED DECEMBER 14, 2010. - Big Tree Group, Inc.exh10-52.htm
EX-10.51 - TRADEMARK REGISTRATION OF BIG TREE CARNIVAL DATED DECEMBER 14, 2010. - Big Tree Group, Inc.exh10-51.htm
EX-10.50 - DESIGN PATENT CERTIFICATION NO. 1315842 FOR PATENT NO. ZL 2009 3 0680023.1. - Big Tree Group, Inc.exh10-50.htm
EX-10.49 - DESIGN PATENT CERTIFICATION NO. 1321347 FOR PATENT NO. ZL 2010 3 0103327.4. - Big Tree Group, Inc.exh10-49.htm
EX-10.48 - UTILITY MODEL PATENT CERTIFICATION NO. 1657120 FOR PATENT NO. ZL. 2009 2 0292981.6. - Big Tree Group, Inc.exh10-48.htm
EX-10.47 - CERTIFICATE OF REGISTRATION OF DESIGN NO. 0902157.3. - Big Tree Group, Inc.exh10-47.htm
EX-10.46 - CERTIFICATE OF GRANT OF PATENT NO. HK1133784. - Big Tree Group, Inc.exh10-46.htm
EX-10.45 - MANAGEMENT TERMINATION AGREEMENT DATED DECEMBER 30, 2011 BETWEEN TRANSAX INTERNATIONAL LIMITED AND CARLINGFORD INVESTMENTS LIMITED. - Big Tree Group, Inc.exh10-45.htm
EX-10.44 - STOCK OPTION TERMINATION AGREEMENT DATED DECEMBER 30, 2011 BETWEEN TRANSAX INTERNATIONAL LIMITED AND ADAM WASSERMAN - Big Tree Group, Inc.exh10-44.htm
EX-10.43 - STOCK OPTION TERMINATION AGREEMENT DATED DECEMBER 30, 2011 BETWEEN TRANSAX INTERNATIONAL LIMITED AND STEPHEN WALTERS. - Big Tree Group, Inc.exh10-43.htm
EX-10.42 - STOCK OPTION TERMINATION AGREEMENT DATED DECEMBER 30, 2011 BETWEEN TRANSAX INTERNATIONAL LIMITED AND LAURIE BEWES. - Big Tree Group, Inc.exh10-42.htm
EX-10.41 - CONSULTING AGREEMENT DATED DECEMBER 30, 2011 BETWEEN TRANSAX INTERNATIONAL LIMITED AND CHINA DIRECT INVESTMENTS, INC. AND CAPITAL ONE RESOURCE CO., LTD. - Big Tree Group, Inc.exh10-41.htm
EX-10.40 - DEBT EXCHANGE AGREEMENT DATED DECEMBER 30, 2011 BETWEEN CFO ONCALL, INC. AND TRANSAX INTERNATIONAL LIMITED. - Big Tree Group, Inc.exh10-40.htm
EX-10.39 - DEBT EXCHANGE AGREEMENT DATED DECEMBER 30, 2011 BETWEEN CARLINGFORD INVESTMENTS LIMITED AND TRANSAX INTERNATIONAL LIMITED. - Big Tree Group, Inc.exh10-39.htm
EX-10.38 - DEBT EXCHANGE AGREEMENT DATED DECEMBER 30, 2011 BETWEEN STEPHEN WALTERS AND TRANSAX INTERNATIONAL LIMITED. - Big Tree Group, Inc.exh10-38.htm
EX-10.37 - DEBT EXCHANGE AGREEMENT DATED DECEMBER 30, 2011 BETWEEN CHINA DIRECT INVESTMENTS, INC. AND TRANSAX INTERNATIONAL LIMITED. - Big Tree Group, Inc.exh10-37.htm
EX-10.36 - BILL OF SALE AND ASSIGNMENT DATED DECEMBER 30, 2011 BETWEEN STEPHEN WALTERS AND CHINA DIRECT INVESTMENTS, INC. - Big Tree Group, Inc.exh10-36.htm
EX-10.35 - SHARE EXCHANGE AGREEMENT DATED DECEMBER 30, 2011 BETWEEN TRANSAX INTERNATIONAL LIMITED, BIG TREE INTERNATIONAL CO., LTD., AND LINS (HK) INT?L TRADING LIMITED. - Big Tree Group, Inc.exh10-35.htm
EX-10.34 - OPTION AGREEMENT DATED DECEMBER 29, 2011 BETWEEN LINS (HK) INT?S TRADING LIMITED AND CERTAIN SHAREHOLDERS OF BIG TREE INTERNATIONAL CO., LTD.. - Big Tree Group, Inc.exh10-34.htm
EX-10.33 - STOCK TRANSFER AGREEMENT DATED JULY 5, 2011 BETWEEN THE SHAREHOLDERS OF SHANTOU BIG TREE TOYS CO., LTD. AND BIG TREE INTERNATIONAL CO., LTD. - Big Tree Group, Inc.exh10-33.htm
EX-10.31 - CONTRACT MANUFACTURING AGREEMENT DATED JUNE 1, 2010 BETWEEN SHANTOU BIG TREE TOYS CO., LTD. AND SHANTOU XINZHONGYANG TOY INDUSTRIAL CO., LTD. - Big Tree Group, Inc.exh10-31.htm
8-K - TRANSAX INTERNATIONAL LIMITED FORM 8-K DATED DECEMBER 30, 2011 - Big Tree Group, Inc.tnsx8-k.htm
 
Exhibit 10.54
 
ASSIGNMENT AGREEMENT


THIS AGREEMENT is entered into this 29th day of December, 2011, by and between Shantou Big Tree Toys Co., Ltd., a Chinese company (“Party A?? and Wei Lin (“Party B”). Party A and Party B may collectively be referred to as the “Parties”.

NOW, THEREFORE, in consideration of the execution and delivery of this Agreement and other good and valuable considera­tion, the receipt and sufficiency of which are hereby acknowl­edged, the parties hereby agree as follows:


1.           Party B hereby grants, transfers and assigns to Party A all of Party B’s right, title and interest, if any, to the following (the “Assigned Property”):

Certification No.: 1321347
Design Patent Certification issued by the Peoples Republic of China, National Intellectual Property Bureau

Name of the design: Toys (Building Block)
Designer: Lin, Wei
Patent No.: ZL 2010 3 0103327.4
Apply Date: January 28th 2010
Patent Owner: Lin, Wei
Authorization Date: August 18th 2010

The Assigned Property shall include rights to translation and reproductions in all forms or formats and the copyrights and patent rights thereto, if any, and Party B agrees that Party A may copyright said materials in Party A's name and secure renewal, reissues and extensions of such copyrights for such periods of time as the law may permit.  Assigned Property shall also include any Developments related to the Assigned Property.  "Developments" is defined as any idea, invention, process, design, concept, or useful article (whether the design is ornamental or otherwise), computer program, documentation, literary work, audiovisual work and any other work of authorship, hereafter expressed, made or conceived related to the Assigned Property, whether or not subject to patent, copyright or other forms of protection that is related to the actual or anticipated business, research or development of the Assigned Property.

2.           At all times hereafter, Party B agrees to assist Party A in obtaining patents or copyrights on the Assigned Property that Party B, in its sole discretion, seeks to patent or copyright.  Party B also agrees to sign all documents, and do all things necessary to obtain such patents or copyrights, to further assign them to Party A, and to reasonably protect them and Party A against infringement by other parties at Party A’s expense with Party A’s  prior approval.

3.           Party B irrevocably appoints any Party A-selected designee to act, at all times hereafter, as his or her agent and attorney-in-fact to perform all acts necessary to obtain patents and/or copyrights as required by this Agreement if Party B (i) refuses to perform those acts or (ii) is unavailable.  It is expressly intended by Party B that the foregoing power of attorney is coupled with an interest.

 
 
 

4.           Miscellaneous Provisions.

 
a)
Amendments.  The provisions of this Agreement may not be amended, supplemented, waived or changed orally, but only by a writing signed by the party as to whom enforcement of any such amendment, supplement, waiver or modification is sought and making specific reference to this Agreement.

 
b)
Further Assurances.  The parties hereby agree from time to time to execute and deliver such further and other transfers, assignments and documents and do all matters and things which may be convenient or necessary to more effectively and completely carry out the intentions of this Agreement.

 
c)
Binding Effect.  All of the terms and provisions of this Agreement, whether so expressed or not, shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective administrators, executors, legal representatives, heirs, successors and permitted assigns.

 
e)
Headings.  The headings contained in this Agreement are for convenience of reference only, are not to be considered a part hereof and shall not limit or otherwise affect in any way the meaning or interpretation of this Agreement.

 
f)
Survival.  All covenants, agreements, representations and warranties made herein or otherwise made in writing by any party pursuant hereto shall survive the execution and delivery of this Agreement and the termination of employment or engagement of Party B.

 
g)
Waivers.  The failure or delay of either party at any time to require performance by another party of any provision of this Agreement, even if known, shall not affect the right of such party to require performance of that provision or to exercise any right, power or remedy hereunder.  Any waiver by any party of any breach of any provision of this Agreement should not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right, power or remedy under this Agreement.  No notice to or demand on any party in any case shall, of itself, entitle such party to any other or further notice or demand in similar or other circumstances.


IN WITNESS WHEREOF, the parties have duly set their hands to this Agreement, effective as of the date stated above.

Party A : Shantou Big Tree Toys Co., Ltd.Party B : Wei Lin


Name:           /s/ Guihong Zheng                                                          Signature /s/ Wei Lin                                                          

Title: ____CEO__________________                                                                                 Wei Lin                                                          
Printed Name

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