EXHIBIT 10.4
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT dated this day of April, 2001
between Connecticut Acquisition Corp. No. 1 ("Assignor") and National
Residential Properties, Inc. ("Assignee").
WHEREAS:
A. Assignor has sold its 8% Series A Senior Subordinated Convertible
Redeemable Debentures to Louvre Investors LLC, Yellow Stream Company LLC, and
Carlsbad Capital LLC having an aggregate original principal face amount of One
Million United States dollars $1,000,000 (singly, a "Debenture," and
collectively, the "Debentures") pursuant to a certain Securities Subscription
Agreement, dated as of April , 2001 ("Subscription Agreement"); and
B. Assignee has merged with Assignor pursuant to a April , 2001
Agreement and Plan of Merger ("Agreement"), and Assignor has become a wholly
owned subsidiary of Assignee; and
C. Assignor wishes to assign the Debentures to Assignee and Assignee is
willing to assume the obligations of the Debentures in exchange for valuable
consideration set forth in the Agreement.
NOW THEREFORE, it is agreed that Assignor shall assign and Assignee
shall irrevocably and unconditionally assume all of the conditions and
obligations of the Subscription Agreement and Debentures, each dated as of April
, 2001 for the benefit of the Purchasers, as defined in the Subscription
Agreement, and the Holder, as defined in the Debentures, and Assignee hereby
certifies that the representations and warranties contained in the Subscription
Agreement are true and correct as of the date hereof, except that the issued and
outstanding shares of common stock of Assignee, and other matters pertaining
specifically to the corporate governance of Assignee are as set forth in the
Assignee's most recently filed Form 10-QSB filed with the Securities and
Exchange Commission for the period ending January 31, 2001, as if Assignee has
entered into and undertaken all of such obligations at the time these
instruments were given, and shall render full performance under such instruments
in the place and stead of Assignor.
National Residential Properties, Inc.
Connecticut Acquisition Corp. No. 1 (Assignee)
(Assignor)
By:/s/ Connecticut Acquisition Corp. No. 1 By:/s/ National Residential Properties, Inc.
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