EXHIBIT 10.133
ASSIGNMENT AND XXXX OF SALE BETWEEN NUOASIS INTERNATIONAL, INC.,
AND SILVER FAITH DEVELOPMENT LIMITED
ASSIGNMENT
AND
XXXX OF SALE
KNOW ALL THESE MEN BY THESE PRESENTS:
THIS ASSIGNMENT is made and entered into by and between Silver Faith
Development Limited, a corporation organized under the laws of Hong Kong
("Assignor"), and NuOasis International, Inc., a corporation organized under the
laws of the Commonwealth of the Bahamas ("Assignee").
WITNESSETH: That for and in consideration of Ten Dollars (USD$10) and
other good and valuable consideration, the receipt of which is hereby
acknowledged, Assignor hereby bargains, sells, grants and conveys unto Assignee,
that certain Convertible Secured Promissory Note dated December 31, 1995 in the
principal amount of $21,000,000 executed by Xxxx Xxxxxxx'x XX, Inc. as Maker in
favor of Assignee as Payee, a copy of which Promissory Note is attached hereto
as Exhibit "A" and incorporated herein by reference (the "Convertible Secured
Promissory Note").
Assignor warrants that it has the power and authority, and does hereby
sell and transfer the Promissory Note, free and clear of all liens and
encumbrances.
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 Note; and that Assignor will warrant and forever
defend title to the Note against all persons whomsoever, lawfully claiming or
attempting to claim an interest in same.
IN WITNESS WHEREOF, the undersigned has caused this instrument to be
executed effective the of August, 1996.
"Assignor"
SILVER FAITH DEVELOPMENT LIMITED
a corporation organised under the laws of
Hong Kong
By: /s/ Silver Faith Development Limited
--------------------------------------
Name:
Title:
EXHIBIT "A"
to the
Assignment and Xxxx of Sale
dated August , 1996
CONVERTIBLE SECURED PROMISSORY NOTE
THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), BUT HAVE
BEEN ISSUED IN RELIANCE UPON REGULATION S PROMULGATED BY THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION UNDER THE ACT. THE SECURITIES MAY NOT BE SOLD
OR OTHERWISE TRANSFERRED TO A "U.S. PERSON" (AS DEFINED IN REGULATION S) OR TO
ANY PERSON WITH A UNITED STATES ADDRESS DURING THE RESTRICTED PERIOD FOLLOWING
ISSUANCE OF THE SECURITIES. FOLLOWING EXPIRATION OF THE RESTRICTED PERIOD, ANY
RESALE OR TRANSFER OF THE SECURITIES TO A U.S. PERSON OR INTO THE UNITED STATES
MUST BE MADE IN ACCORDANCE WITH REGULATION S, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE ACT.
