EXHIBIT 2
SWISS ARCTIC - FORTUNA HOLDINGS
ASSIGNMENT AND ASSUMPTION
Effective Date: May 8, 2001
This Assignment and Assumption is made between Swiss Arctic Traders, Ltd.
("Swiss Arctic") and Fortuna Holdings Limited ("Fortuna").
In consideration for the recited promises and actions taken, the
parties agree as follows:
1. Swiss Arctic hereby assigns and transfers to Fortuna all of the Common
Stock of E- Xxxx.Xxx, Inc. which it holds as of the effective date of
this Assignment which is approximately, 33,650,000 shares, registered
on nine certificates reported on Exhibit A, attached hereto.
2. Fortuna shall assume full liability for that certain $500,000
promissory note made by Swiss Arctic that is payable to Worldwide Web
Designers, Inc. ("WWW") and was issued in connection with the
transaction made on January 20, 2000 among Swiss Arctic, Fortuna and
WWW relating to the sale of all the outstanding shares of E- Pawn,
Inc., a wholly owned subsidiary of WWW.
3. Swiss Arctic represents that the shares of common stock of X-Xxxx.Xxx,
Inc. assigned and transferred pursuant to this agreement are free and
clear of all claims and encumbrances, and Swiss Arctic has full
authority to transfer the certificates subject to the restrictions of
the Bylaws of X-Xxxx.Xxx, Inc. and the rules and regulations of the
Securities and Exchange Commission and the State of Nevada. Swiss
Arctic shall execute such stock powers and other instruments that may
be necessary to effect the transfer of the shares of X-Xxxx.Xxx, Inc.
to Fortuna.
4. Upon completion of the assignment and the transaction between Swiss
Arctic and E- Xxxx.Xxx, Inc. relating to the sale of the United Kingdom
subsidiaries and the transaction between Swiss Arctic and WWW relating
to the services for websites to be opened and operated on behalf of the
UK companies acquired by Swiss Arctic, then Swiss Arctic and Fortuna
shall release each other of all claims and agreements which heretofore
existed between the parties including all options and proxies.
SWISS ARCTIC TRADERS, LTD. FORTUNA HOLDINGS LIMITED
By: By:
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