Assignment and Assumption Agreement among U.S. Crude, Ltd., United States Crude International, Inc., and Accredited Investors

Summary

This agreement, dated June 6, 2002, is between U.S. Crude, Ltd., its subsidiary United States Crude International, Inc. (USCU), and three accredited investors. U.S. Crude assigns all its rights and obligations under a prior subscription agreement and related convertible debentures to USCU. USCU agrees to assume these obligations and perform in place of U.S. Crude. The accredited investors approve this transfer, and future funding will be directed to USCU. The agreement ensures the investors have enhanced security for their investment and prevents a default under the original agreement.

EX-4.2 5 doc4.txt 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/ Joel Greenfeld ________________________ Principle Sea Lion Investors, LLC By: /s/ Ester Gluck ________________________ Principle Myrtle Holdings, LLC By: /s/ Goldie Caufman ________________________ Principle US CRUDE: U.S. Crude, Ltd. By: /s/ Anthony Miller ___________________________ Anthony Miller, President USCU: United States Crude International, Inc. By: /s/ Anthony Miller ___________________________ Anthony Miller, President