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ASSIGNMENT OF LEASE
AMENDMENT
THIS AMENDED ASSIGNMENT OF
LEASE (“Agreement”) is made and entered into as
of the 31 st day
of July 2007 (“Effective Date”), by and between
One World Energy Corporation, (“Assignee”), and
Millwood Development Inc. (“Assignor”)
(hereinafter together sometimes referred to as “the
Parties”). This Agreement supersedes the
prior Assignment entered into on or about June 11, 2007,
between the Assignor and Inform Worldwide Holdings,
Inc.
RECITALS :
A.
Assignor,
as lessee, has executed that two certain Leases, dated December 06,
2006 (“Matoncha”), and October 28, 2006
(“Selinger”) covering those certain premises and
related improvements described on Exhibit A attached hereto
(the “Premises”).
B.
Assignor
desires to assign its rights as lessee in the Lease to Assignee,
and Assignee desires to accept the assignment of the Lease and to
assume the obligations of Assignor under the Lease, on the terms
and conditions set forth in this Agreement.
NOW,
THEREFORE, in consideration for entering into the Independent
Contractor Agreement entered into on or about July 31, 2007,
and for promises and conditions contained in this Agreement,
with the parties intending this Assignment to be legally
binding, Assignor and Assignee hereby agree as
follows:
1.
Assignment and Assumption of Lease . Subject to the
provisions of this Agreement, Assignor does hereby assign,
transfer, set over and deliver to Assignee all of its right, title
and interest in and to the Lease, and by accepting this assignment
and by the execution of this Agreement, Assignee hereby assumes the
payment and performance of, and agrees to pay, perform and
discharge, as a direct obligation of Assignee, all of
Assignor’s duties and other obligations under the terms,
covenants and conditions of the Lease, including, without
limitation, the payment of rent and compliance with all terms,
covenants and conditions of the Lease. Except as
otherwise expressly provided in this Agreement, all the terms,
covenants and conditions of the Lease remain in full force and
effect as applied to Assignee.
2.
Restrictions . The assignment of the Lease is made
subject, subordinate and inferior to any easements, covenants and
other matters and exceptions of record or apparent as of the date
of this Agreement.
3.
“AS IS” . ASSIGNEE ACKNOWLEDGES AND
AGREES, BY ITS ACCEPTANCE HEREOF, THAT, EXCEPT AS MAY BE EXPRESSLY
PROVIDED HEREIN, ASSIGNOR IS ASSIGNING THE LEASE AND DELIVERING THE
PREMISES “AS IS, WHERE IS” AND IN ITS PRESENT CONDITION
WITH ALL FAULTS, AND THAT ASSIGNOR HAS NOT MADE, DOES NOT MAKE AND
SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES,
COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER
WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST,
PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE
STATUS, NATURE, QUALITY OR CONDITION OF THE LEASE OR THE LEASED
PREMISES.
4.
Indemnification .
(a)
Assignee
hereby agrees to indemnify, def
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