EXHIBIT 10.2
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT dated this 3rd day of November,
2000 between 2217 Acquisition Inc. ("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"); and
B. Assignee has merged with Assignor pursuant to a October 11, 2000
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 a certain Securities Subscription Agreement and Debentures, each
dated as of October 10, 2000, 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.
2217 ACQUISITION NATIONAL RESIDENTIAL PROPERTIES, INC.
(Assignor) (Assignee)
By: /s/2217 Acquisition By:/s/ National Residential Properties, Inc.
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