ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION 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 ("("USCL"); 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, various money has been funded by the Accredited Investors to US
Crude pursuant to the Subscription Agreement and the Convertible Debentures;
WHEREAS, some money is owed by US Crude to the Accredited Investors
pursuant to the Subscription Agreement and the Convertible Debentures;
WHEREAS, some money remains to be funded by the Accredited Investors to US
Crude pursuant to the Subscription Agreement and the Convertible Debentures;
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, and accordingly, US Crude has transferred its
assets to USCU, which company is a wholly-owned Subsidiary of US Crude, and,
thereafter, 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 assign its rights and transfer its obligation
under the Subscription Agreement to USCU.
N O W T H E R E F O R E ,
For good and valuable consideration, US Crude, USCU, and the Accredited
Investors agree as follows:
1. US Crude does hereby assign, and USCU does hereby irrevocably and
unconditionally assume, all of the obligations and accept all of the rights of
US Crude under Subscription Agreement as if USCU had entered into the
Subscription Agreement, and USCU shall render full performance to the Accredited
Investors under the Subscription Agreement and the Convertible Debentures in the
place and stead of US Crude.
2. The Accredited Investors hereby approve the foregoing assignment, and
any subsequent funding under the Subscription Agreement and the Convertible
Debentures will be made by the Accredited Investors to USCU or its designee.
3. 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
