ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement dated as of August 29, 1997, from
Xxxxxx X. Xxxxxxx, Xx., d/b/a Xxxxxxx Oil Company ("Assignor") to Eastern Star
Holdings Inc. ("Assignee"),
RECITALS
A. Assignor is a party to those certain Participation Agreements in letter
form both dated April 23, 1997, as amended by acceptance letters dated
April 29, 1997, all between Assignor and Xxxxxxx Exploration Company,
Inc. d/b/a Xxxxxx X. Xxxxxxx Exploration Company, Inc., within the
State of California ("Xxxxxxx") (as so amended, the "Agreements").
These Agreements cover rights to be earned by Assignor in Xxxxxxx'x
Fiji and Bali Prospects in Yolo and Xxxxxx Counties, California.
B. Assignor desires to assign to Assignee and Assignee desires to receive
from Assignor, and to assume all of Assignor's obligations under, the
Agreements.
ASSIGNMENT AND ASSUMPTION
IN CONSIDERATION of the above Recitals and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties do hereby agree as follows:
1. Assignment. Assignor hereby transfers, sells, assigns, and conveys all
of its right, title, and interest in and to the Agreements to Assignee
and its predecessors and assigns.
2. Assumption. Assignee hereby accepts all of Assignor's right, title,
and interest in and to the Agreements, and agrees to perform all of
Assignor"s obligations thereunder, and to indemnify and hold harmless
Assignor from any and all costs, expenses, liabilities, and claims
arising out of performance of said Agreements after the date of this
Assignment and Assumption.
3. Agreement. This Assignment and Assumption Agreement is in furtherance
of that certain agreement dated as of August 27, 1997, between
Assignor and Assignee. All terms, conditions, representation,
warranties, and covenants set forth in such agreement are incorporated
into this agreement as if fully set forth herein.
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4. Counterparts. This Assignment and Assumption Agreement may be executed
in any number of counterparts, each of which, when so executed, shall
be deemed an original and all of which taken together shall constitute
one and the same instrument.
5. Governing Law. This Assignment and Assumption Agreement shall be
deemed to be an agreement made under the laws of the State of Colorado
and for all purposes shall be governed by and construed in accordance
with such laws without regard to conflict of law provisions.
EXECUTED as of the date first above written.
XXXXXX X. XXXXXXX, XX., d/b/a
XXXXXXX OIL COMPANY
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Xxxxxx X. Xxxxxxx, Xx.
EASTERN STAR HOLDINGS, INC.
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Title:
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