ASSET AND LIABILITY TRANSFER AGREEMENT
THIS ASSET AND LIABILITY TRANSFER AGREEMENT dated this 6th day of June,
2002, between U.S.Crude, Ltd., a corporation organized under the laws of the
State of Nevada ("US Crude"); United States Crude International, Inc., a
corporation organized under the laws of the State of Nevada and a wholly-owned
Subsidiary of US Crude ("USCU"); Equity Planners, LLC, Sea Lion Investors, LLC,
and Myrtle Holdings, LLC (collectively, the "Accredited Investors").
W I T N E S S E T H :
WHEREAS, an entity known as USCR Acquisition Corp. ("Acquisition Corp.")
and the Accredited Investors entered into that certain Subscription Agreement
dated August 1, 2001 (the "Subscription Agreement") pursuant to which
Acquisition Corp. issued to the Accredited Investors its $1,000,000.00 Senior
Subordinated Convertible Redeemable Debentures (the "Convertible Debentures"),
convertible, from time to time, into authorized but unissued shares of
Acquisition Corp. Common Stock;
WHEREAS, as a result of a Merger between US Crude and Acquisition Corp.,
the rights and obligations of Acquisition Corp. with respect to, and under the
Subscription Agreement, enured to the benefit of and became binding upon US
Crude and the Accredited Investors;
WHEREAS, in order to avoid a default under the Subscription Agreement, US
Crude wishes to provide the Accredited Investors with enhanced security with
respect to their investment by transferring its assets and liabilities to its
wholly-owned Subsidiary, USCU, pursuant to the Laws of the State of Nevada;
WHEREAS, as a new entity, USCU has no history of operations and, therefore,
its Financial Statements are less complex, so that a transfer of US Crude's
assets and liabilities to a new entity, with its less complex Financial
Statements, would make the value of the assets more easily ascertainable,
WHEREAS, such being the case, in the event of a default and judicial sale,
since the value of the assets would be more easily ascertainable, this fact
would tend to reduce the potential for costly litigation engendered by
uncertainty over asset valuation;
WHEREAS, following the transfer by US Crude of its assets to USCU, USCU
wishes enter into an Asset Pledge Agreement, pursuant to which USCU will pledged
its assets (those formerly belonging to US Crude) to the Accredited Investors to
further secure the debt evidenced by the Convertible Debentures;
WHEREAS, before the Asset Pledge Agreement can be implemented, it will be
first necessary for US Crude to transfer its assets and liabilities to USCU.
N O W T H E R E F O R E ,
For good and valuable consideration, including a desire of all the Parties
to avoid a default under the Subscription Agreement, US Crude and USCU agree as
follows:
1. Pursuant to NRS 78.565 2. (a), US Crude does hereby assign, and USCU
does hereby irrevocably and unconditionally accept, all of the assets and
liabilities of US Crude as of June 6, 2002, including the rights of US Crude
under the Subscription Agreement.
2. Simultaneously with the execution of this Agreement by the Parties,
USCU will issue and deliver to US Crude 745,000,000 shares of its Common Stock,
Par Value $0.001 per share, and 40,000,000 shares of its Preferred Stock, Par
Value $0.001 per share.
3. The Accredited Investors hereby approve the foregoing transfer, and any
subsequent funding under the Subscription Agreement will be made by the
Accredited Investors to USCU or its designee.
4. This Agreement may be executed by the Parties hereto in separate
counterparts, each of which will be deemed to be one and the same instrument.
EXECUTED ON THE DAY AND YEAR ABOVE FIRST WRITTEN.
THE ACCREDITED INVESTORS:
Equity Planners, LLC
By: /s/ Xxxx Xxxxxxxxx
________________________
Principle
Sea Lion Investors, LLC
By: /s/ Xxxxx Xxxxx
________________________
Principle
Myrtle Holdings, LLC
By: /s/ Xxxxxx Xxxxxxx
________________________
Principle
US CRUDE:
U.S. Crude, Ltd.
By: /s/ Xxxxxxx Xxxxxx
___________________________
Xxxxxxx Xxxxxx, President
USCU:
United States Crude International, Inc.
By: /s/ Xxxxxxx Xxxxxx
___________________________
Xxxxxxx Xxxxxx, President
