EXHIBIT 10.4
ASSIGNMENT AND ACKNOWLEDGMENT SEPARATE FROM CERTIFICATE
THIS ASSIGNMENT AND ACKNOWLEDGMENT is made and entered into by and between
NuVen Advisors, Inc., a corporation organized under the laws of Nevada
("Assignor"), and NuVen Advisors, Limited Partnership, a Nevada Limited
Partnership ("Assignee").
WHEREAS, Assignor is the Optionee under an Option Agreement dated January
1, 1998 between Optionee and Xxxx Industries Inc., a Nevada corporation
("Optioner"), a copy of which is attached hereto as Exhibit A (the "Option").
WITNESSETH, that for and in consideration of Ten Dollars (USD10) and other
good and valuable consideration, the receipt of which is hereby acknowledged,
Assignor hereby bargains, sells, grants and conveys unto Assignee a stock option
for Two Hundred Fifty Thousand (250,000) shares of common stock of Xxxx
Industries, Inc., a Nevada corporation (the "Shares").
Assignor warrants that it has the power and authority, and does hereby sell
and transfer the Option to Assignee free and clear of all liens, encumbrances
and counterclaims.
For the same consideration, Assignor covenants with Assignee, its heirs,
successors and assigns, that Assignor is the lawful owner of and has
merchantable title to the Shares and that Assignor will warrant and forever
defend title to the Shares against all persons whomsoever, lawfully claiming or
attempting to claim any right to or interest in same.
IN WITNESS WHEREOF, the undersigned has caused this instrument to be
executed effective the 1st day of November, 1999.
"Assignor"
NuVen Advisors, Inc.
a corporation organized under
the laws of Nevada
By: /s/ Xxx X. Xxxxxx
Name: Xxx X. Xxxxxx
Title: Secretary
Assignment Acknowledged and Approved
the 1st day of November, 1999
Xxxx Industries Inc., a Nevada corporation
By:/s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: Director
