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ASSIGNMENT OF INDEBTEDNESS
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THIS AGREEMENT made as of the 15th day of November, 1999.
BETWEEN:
ICHOR CORPORATION, a corporation organized under the laws
of the State of Delaware and having an office at Xxxxx 0000, 000
Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(hereinafter referred to as "ICHOR")
OF THE FIRST PART
DRESDEN PAPIER AKTIENGESELLSCHAFT, a corporation
formed under the laws of Germany and having an office at Xxxxxxx
Xxxxxx 00 - 00, 00000 Xxxxxxxx, Xxxxxxx
(hereinafter referred to as "DPAG")
OF THE SECOND PART
WHEREAS DPAG has loaned to Nazca Holdings Ltd. ("Nazca") funds in the amount
of 496,784.90 Deutsche Marks ("DM") (the "Debt"); and
AND WHEREAS DPAG wishes to assign all of its right, title and interest in the
Debt to ICHOR and ICHOR wishes to accept such assignment.
1. ASSIGNMENT OF DEBT. In consideration of the sum of DM 496,784.90, the
receipt of which is hereby acknowledged, DPAG hereby assigns, transfers and
sets over unto ICHOR all of DPAG's interest in the Debt, and ICHOR accepts
such assignment, including, without limitation, any and all amounts due and
owing thereunder or related thereto, all benefits due or accruing due or at
any time hereafter becoming due to DPAG thereunder or to be derived therefrom
and the benefit of all conditions, terms, covenants and agreements relating
thereto.
2. ENUREMENT. This Agreement shall enure to the benefit of and be binding
upon the parties and their respective successors and assigns.
3. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware and the applicable federal
laws of the United States of America and the parties hereto irrevocably attorn
to the exclusive jurisdiction of the laws of the United States of America.
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4. COUNTERPARTS/TRANSMISSION BY FACSIMILE. The parties hereto agree that
this Agreement may be executed in several counterparts and transmitted by
facsimile or such similar device and that such execution and the reproduction
of signatures by facsimile or such similar device will be treated as binding
as if the parties hereto had executed one original agreement, and each party
hereto undertakes to provide each and every other party hereto with a copy of
the Agreement bearing original signatures forthwith upon demand.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the date
first above written.
DRESDEN PAPIER AKTIENGESELLSCHAFT
Per: /s/ Xxxxxx Xxxxxx /s/ Xxxxxx Xxxxxxxx
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Authorized Signatory
ICHOR CORPORATION
Per: /s/ Xxx Xxxxxxx
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Authorized Signatory
