ASSIGNMENT AND ASSUMPTION OF LEASE
THIS ASSIGNMENT AND ASSUMPTION OF LEASE (the "Agreement") is made
and
entered into as of the 28th day of June, 2009 ("Effective Date") by
and
between PMX Communities, Inc., a Nevada corporation
(hereinafter
referred to as "PMX" and/or "Assignor") and AU Speculators, LLC,
a
Florida limited liability company, under formation (hereinafter
collectedly referred to as "AU" and/or "Assignee"). The
aforementioned
parties are hereinafter collectively referred to as the "Parties"
and
individually as a "Party". Capitalized terms shall have the
meaning
ascribed to them in the Agreement.
WITNESSETH:
WHEREAS, on or about February 14, 2009, PMX, as lessee, entered
into
that certain Lease-Purchase Option Agreement with Western Sierra
Mining
Corporation, as Lessor (hereinafter referred to as the
"Lease"). A
true and correct copy of the Lease is attached hereto and
incorporated
herein by reference as Exhibit "A"; and
WHEREAS, the Lease is in good standing with no uncured defaults;
and
WHEREAS, PMX agrees to assign and Au agrees to assume all the
rights
and obligations of PMX arising after the date hereof under the
Lease
pursuant to the terms and conditions hereof; and
WHEREAS, each of the members of AU have extended loans to the
Assignor
which are represented by Promissory Notes from PMX (hereinafter
collectively referred to as the "Notes"); and
WHEREAS, in consideration for this Agreement, each of the members
of AU
have agreed to collectively forgive the repayment of the sum of
Thirty-
Thousand and 00/100 Dollars ($30,000.00)of the Notes
(hereinafter
referred to as the "Consideration") as more fully set forth in
Exhibit
"B".
NOW, THEREFORE, in consideration of the mutual covenants set
forth
herein and subject to the terms and conditions hereof, the
parties
agree as follows:
1. PMX hereby assigns and transfers to AU all of
PMX' right, title
and interest as Lessee, including any deposits and prepaid
rents, in and to the Lease and the leasehold estate created
thereby, free and clear of any liens, claims, encumbrances, or
restrictions of any kind.
2.
