ASSIGNMENT AND ASSUMPTION AGREEMENT
-----------------------------------
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
