EXHIBIT 10.27
ASSUMPTION AGREEMENT AND RELEASE OF LIABILITY WITH SILVER FAITH
DEVELOPMENT LIMITED DATED MAY 16, 1996
[SILVER FAITH DEVELOPMENT LETTERHEAD]
May 16, 1996
▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Secretary
▇▇▇▇ ▇▇▇▇▇▇▇'▇ ▇▇ INC.
▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
RE: Ratification, Assumption and Release Agreement
Dear ▇▇. ▇▇▇▇▇▇▇:
Silver Faith Development Limited ("SFD") wishes to confirm its agreement with
and acknowledgment of the transfer of that certain Convertible Security
Promissory Note in the principal amount of US$21,000,000 executed in favor of
SFD (the "Note") pursuant to the Purchase Agreement between ▇▇▇▇ and SFD dated
September 28, 1995 (the "Purchase Agreement") from ▇▇▇▇ ▇▇▇▇▇▇▇'▇ ▇▇ Inc.
("▇▇▇▇"), as "Maker", to NuOasis International Ltd., a corporation organized
under the laws of the Bahamas ("NuOasis").
The undersigned further acknowledges receipt of US$9,600,000 as a payment
against the Note, reducing the principal amount due under the Note to
US$11,400,000.
The undersigned also acknowledges notice of the assignment of the Note from ▇▇▇▇
to NuOasis, effective December 29, 1995, and consents to such assignment. And,
in connection with such assignment, the undersigned hereby releases ▇▇▇▇ from
all liability on its part under the Note and agrees to look solely to NuOasis,
and the underlying Peony Garden property which secures such Note, for payment.
If any provisions of the Purchase Agreement or this Agreement are in conflict
with any statute, rule or law, then such provisions shall be deemed null and
void to the extent of such conflict, but without invalidating any other
provisions of this Agreement, or the Purchase Agreement.
Sincerely,
/s/ Silver Faith Development Limited
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SILVER FAITH DEVELOPMENT LIMITED
[SFD\CORR:NMRATREL.LTR]
