EXHIBIT 10.1 ASSIGNMENT AND ASSUMPTION OF LIABILITIES AGREEMENTAssignment and Assumption Agreement |
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EXHIBIT 10.1
ASSIGNMENT AND ASSUMPTION OF LIABILITIES AGREEMENT
Agreement made as of the 23rd day of May, 2005 between Ocean West
Enterprises,
Inc., a 100% owned subsidiary of Ocean West Holding Corporation
("OWHC"), which
is being spun off to the Shareholders of OWHC as of May 23,
2005
("Enterprises"). For $1.00, and other valuable consideration,
receipt of which
is hereby acknowledged, Enterprises hereby assumes, and OWHC hereby
assigns to
Enterprises, all liabilities and obligations ("Liabilities") of
OWHC as of the
date hereof both known and unknown including, but not limited to,
the
Liabilities described on Exhibit A hereto, and Enterprises agrees
to pay the
Liabilities and to do and perform e
