Asset and Liability Transfer 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 transfers all its assets and liabilities to USCU, which in turn issues shares to U.S. Crude. The accredited investors approve the transfer, and any future funding will be directed to USCU. The transfer is intended to provide enhanced security for the investors and simplify asset valuation. The agreement is executed by all parties and is effective immediately.

EX-4.1 4 doc3.txt ASSET AND LIABILITY TRANSFER AGREEMENT THIS ASSET AND LIABILITY TRANSFER 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 ("USCU"); 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, 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 by transferring its assets and liabilities to its wholly-owned Subsidiary, USCU, pursuant to the Laws of the State of Nevada; WHEREAS, as a new entity, USCU has no history of operations and, therefore, its Financial Statements are less complex, so that a transfer of US Crude's assets and liabilities to a new entity, with its less complex Financial Statements, would make the value of the assets more easily ascertainable, WHEREAS, such being the case, in the event of a default and judicial sale, since the value of the assets would be more easily ascertainable, this fact would tend to reduce the potential for costly litigation engendered by uncertainty over asset valuation; WHEREAS, following the transfer by US Crude of its assets to USCU, 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 transfer its assets and liabilities to USCU. N O W T H E R E F O R E , For good and valuable consideration, including a desire of all the Parties to avoid a default under the Subscription Agreement, US Crude and USCU agree as follows: 1. Pursuant to NRS 78.565 2. (a), US Crude does hereby assign, and USCU does hereby irrevocably and unconditionally accept, all of the assets and liabilities of US Crude as of June 6, 2002, including the rights of US Crude under the Subscription Agreement. 2. Simultaneously with the execution of this Agreement by the Parties, USCU will issue and deliver to US Crude 745,000,000 shares of its Common Stock, Par Value $0.001 per share, and 40,000,000 shares of its Preferred Stock, Par Value $0.001 per share. 3. The Accredited Investors hereby approve the foregoing transfer, and any subsequent funding under the Subscription Agreement will be made by the Accredited Investors to USCU or its designee. 4. 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