EXHIBIT 10.3
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT is dated this 18th day of May, 2001 by and
between Tarmac Management Ltd. ("Assignor"), a company having an office at 0000
Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0 and
Cybergarden Development Inc., ("Assignee"), a corporation whose address is 1710
- 0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, X.X.
WHEREAS, Goldstate Corporation, a Nevada corporation ("Goldstate") is
indebted to the Assignor in the aggregate amount of $125,706.17 for (i) certain
financial, administrative and managerial services performed by the Assignor
pursuant to a consulting and management service agreement between Goldstate and
Assignor, and/or (ii) advances provided by the Assignor to Goldstate, and/or
(iii) accrued interest on unpaid amounts due to the Assignor thereunder (the
"Debt"); and
WHEREAS, Goldstate is indebted to the Assignor for repayment of such
aggregate amount of $125,706.17; and
WHEREAS, Goldstate and the Assignor entered into a settlement agreement
dated May 18, 2001 (the "Settlement Agreement"), whereby Goldstate agreed to
issue to the Assignor 6,285,308 shares of its restricted common stock at $0.02
per share (the "Shares") as full and complete satisfaction of the Debt; and
WHEREAS, the Assignor and the Assignee acknowledge that the aggregate
amount of $2,000.00 is due and owing by the Assignor to the Assignee for
services rendered (the "Receivable"); and
WHEREAS, the Assignor desires to assign to the Assignee certain of its
rights, title and interest in the Settlement Agreement and to the Debt,
including a portion of its further settlement of the 6,285,308 Shares in the
capital of Goldstate; and
WHEREAS, the Assignee is willing to accept the assignment of certain of the
rights, title and interest in the Settlement Agreement and to the Debt,
including a proportionate issuance of 100,000 of the 6,285,308 Shares in the
capital of Goldstate from the Assignor in exchange for release and settlement of
the Receivable in the amount of $2,000.00; and
WHEREAS, the board of directors of Goldstate pursuant to resolutions dated
May 18, 2001 has authorized the execution of the Settlement Agreement and the
subsequent issuance of 6,285,308 Shares to Assignor in accordance with the terms
of the Settlement Agreement.
THEREFORE, the parties to this Assignment Agreement now agree as follows:
1. The Assignor assigns to Assignee certain of its rights, title and
interest in the Settlement Agreement and to the Debt, including certain of its
rights to 100,000 of the issuance of 6,285,308 Shares in the capital of
Goldstate in exchange for the settlement and release of the Receivable in the
amount of $2,000.00.
2. The Assignor further agrees to direct Goldstate to issue 100,000 Shares
of Assignor's 6,285,308 Shares in the capital of Goldstate in the name of the
Assignee in accordance with the provisions of this Assignment Agreement.
3. The Assignee agrees to accept such assignment and expressly assumes and
agrees to be bound by the terms of the Settlement Agreement and further agrees
to accept the issuance and delivery of 100,000 Shares in the capital of
Goldstate in full settlement and satisfaction of the Receivable.
4. The Assignee further agrees to release and forever discharge the
Assignor from any and all causes of action, debts, sums of money, claims and
demands whatsoever, in law or in equity, related to the Receivable, which the
Assignee now or hereafter can, shall or may have.
5. The Assignee is aware that the Shares are not being registered under the
Securities Act of 1933, as amended (the "Securities Act"). The Assignee
understands that the Shares are being issued in reliance on the exemption from
registration provided by Section 4(2) thereunder. The Assignee understands that
it may be required to bear the economic risk of this investment for an
indefinite period of time because there is currently no trading market for the
Shares and the Shares cannot be resold or otherwise transferred unless
applicable federal and state securities laws are complied with or exemptions
therefrom are available.
6. The Assignee represents and warrants that the Shares are being acquired
solely for the Assignee's own account, for investment purposes only, and not
with a view to or in connection with, any resale or distribution. The Assignee
understands that the Shares are nontransferable unless the Shares are registered
under the Securities Act and under any applicable state securities law or an
opinion of counsel satisfactory to Goldstate is delivered to Goldstate to the
effect that any proposed disposition of the Shares will not violate the
registration requirements of the Securities Act and any applicable state
securities laws. The Assignee further understands that Goldstate has no
obligations to register the Shares under the Securities Act or to register or
qualify the Shares for sale under any state securities laws, or to take any
other action, through the establishment of exemption(s) or otherwise, to permit
the transfer thereof.
7. The Assignee has had an opportunity to ask questions of and receive
answers from the officers, directors and employees of Goldstate or a person or
persons acting on its or their behalf, concerning the financial position of
Goldstate.
8. This Settlement Agreement shall be effective as of May 18, 2001, and
shall be binding upon and inure to the benefit of the parties hereto and their
respective assigns and successors.
The foregoing may be signed in counter parts, each of which so executed
shall be deemed to be an original including each such copy sent by facsimile
transmission, and such counterparts together shall constitute but one and the
same instrument.
TARMAC MANAGEMENT LTD.
By:_____________________________
President
________________________________
CYBERGARDENT DEVELOPMENT INC.
