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ASSIGNMENT AND ASSUMPTION AGREEMENT
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THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "ASSUMPTION
AGREEMENT") is
made and entered into this 19th day of January, 2005 (the
"EFFECTIVE DATE"), by
and between AUTRY COMBS, a resident of Quesnel, British Columbia
("SELLER") and
FRONTIER EXPLORATIONS CORP., a Delaware corporation
("ASSIGNOR"), and GT DATA
CORPORATION, a Nevada corporation, as assignee (the
"ASSIGNEE").
RECITALS
A. Seller and Assignor entered into that certain Option
Purchase
Agreement dated on or about January 19, 2005, (the "CONTRACT"),
for the purchase
and sale of the Cream Claim (defined in the Contract and
hereafter as the
"PROPERTY") and more particularly described on Schedule "A"
attached to the
Contract.
B. Assignor has offered to sell and Assignee has offered to buy
the
Contract, and Seller has agreed to accept such assignment, all
in accordance
with the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the foregoing premises, and
other good
and valuable consideration, the receipt and sufficiency of which
is hereby
acknowledged, the Assignors and the Assignee hereby agree as
follows:
1. Recitals. The Recitals hereinabove are true and correct and
are
incorporated herein by reference.
2. Assignment. The Assignor hereby assigns all of its right,
title, and
interest in and to the Contract to the Assignee.
3. Assumption. The Assignee hereby accepts the assignment of the
Contract
set forth in Section 2 above and hereby assumes, from and after
the date hereof,
all of the Assignor's obligations under the Contract and hereby
agrees to abide
by, observe, and perform all of the terms, covenants, and
conditions set forth
in the Contract and applicable to the Assignor, as if the
Assignee were
substituted for the Assignor as a party to the Contract.
4. Indemnity. The Assignee hereby indemnifies and agrees to hold
the
Assignor harmless from and against any and all losses, claims,
liabilities,
costs, expenses, judgments and suits, including, without
limitation, attorney's
and paralegal's fees and costs, whether or not suit is filed and
whether
occurring in preparation for or at trial, retrial, or on appeal,
arising out of
or in connection with Assignee's failure to timely perform any
of Assignor's
obligations under the Contract or Assignee's failure to timely
perform any of
Assignee's obligations under this Assumption Agreement.
5. Payment.
(a) PAYMENT OF SHARES. For and in consideration of the
Assignor's
assignment of the Contract to the Assignee, the Assignee shall
deliver to the
Assignor as payment in full for the assignment such number of
shares of
Assignee's common stock that have a value equal to $80,000 (the
"SHARES"). For
the purposes of this section, the Assignee and Assignor agree
that each share of
Assignee common stock shall be valued at $0.010446. Assignee
shall deliver the
Shares to Assignor simultaneously with the execution of this
Assumption
Agreement.
<PAGE>
(b) MANDATORY REGISTRATION RIGHTS. The Assignee shall prepare,
and, on or
prior to the 120th calendar day following the Closing of the
Contract, (the
"FILING DATE"), file with the Securities and Exchange Commission
a Registration
Statement on Form SB-2 (or, if Form SB-2 is not then available,
on such form of
Registration Statement as is then available to effect a
registration of the
Registrable Securities, subject to the consent of the Assignor
or its
representative, which consent will not be unreasonably withheld)
covering the
resale of the Shares, which Registration Statement, to the
extent allowable
under the Securities Act of 1933, as amended, and the rules and
regulations
promulgated thereunder (including Rule 416), shall state that
such Registration
Statement also covers such indeterminate number of additional
shares of Common
Stock as may become issuable pursuant to stock splits, stock
dividends or
similar transactions. Such Registration Statement shall remain
effective until
the Shares are subject to resale under Rule 144 without
limitation (assuming the
holders of the Shares are not affiliates of the Assignee). The
Assignee shall
not, without the prior written consent of the Assignor (which
may be withheld
for any reason or for no reason in Assignor's sole and exclusive
discretion)
register any securities, whether on behalf of itself or any
third party, unless
and until the Shares have been registered for resale
hereunder.
6. Defaults. In the event of any failure to timely deliver the
Shares
in accordance with Section 5 above or upon Assignee's failure to
comply with any
of the terms and provisions of this Assumption Agreement (each
an "EVENT OF
DEFAULT"), the Assignor shall be entitled to seek any and all
remedies available
to it at law or in equity, including, without limitation,
canceling this
Assumption Agreement.
7. Governing Law. This Assumption Agreement shall be governed
exclusively
by and construed in accordance with the laws of the State of
Florida, without
regard to the principals of conflicts of law.
8. Binding and Continuing Effect. The terms and provisions of
this
Agreement shall be binding upon the respective parties hereto,
and their agents,
representatives, contractors, guests, invitees, tenants,
successors and assigns.
9. Construction. Each party hereto hereby acknowledges that all
parties
hereto participated equally in the negotiation and drafting of
this Agreement
and that, accordingly, no court construing this Agreement shall
construe it more
stringently against one party than any other.
10. Attorney's Fees and Enforcement. The prevailing party in any
effort to
enforce this Agreement shall be entitled to be reimbursed or
paid by the party
not prevailing all expenses incurred by such prevailing party,
including
attorney fees, paralegal fees and consultant fees and all
out-of-pocket expenses
related to enforcement whether or not suit is filed and
including such expenses
related to any administrative, governmental or judicial meeting,
hearing or
proceeding pertaining to enforcement, and through all appeals,
bankruptcy
proceedings and collection efforts.
11. Further Assurances. Seller, Assignor and Assignee agree to
execute and
deliver, or cause to be executed and delivered, such documents
as might be
reasonably requested by the other party to ensure that the
benefits of this
Assumption Agreement are realized by each of the parties.
Seller, Assignor and
Assignee further agree to do, or cause to be done, such acts and
things as might
be reasonably requested by the other party to ensure that the
benefits of the
Assumption Agreement are realized by each of the parties.
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