STATE OF NORTH CAROLINA ASSIGNMENT OF
CONTRACT FOR THE PURCHASE
COUNTY OF WAKE AND SALE OF REAL PROPERTY
This Assignment Of Contract For The Purchase And Sale Of Real Property
(the "Assignment") is made and entered into as of the Effective Date as set
forth in Paragraph 11 hereof, by and between DIVERSIFIED RESOURCES GROUP, INC.,
a Utah Public Company, as Assignor, and MATHENY DEVELOPMENT, LLC, a North
Carolina Limited Liability Company, as Assignee.
W I T N E S S E T H:
WHEREAS, Assignor has entered into that certain Contract For The Purchase
And Sale Of Real Property, dated April 8, 1999, as amended by: (i) that certain
First Amendment To Contract For The Purchase And Sale Of Real Property dated
________________; (ii) that certain letter dated 10/28/99 from Richard W. Moore
to Howard P. Satisky; and (iii) that certain letter dated 02/01/00 from Matheny
Development, LLC, to David C. Falk, Sr. (collectively, the "Contract"), by
virtue of which Assignor agreed to purchase from PCF Falls, LLC ("PCF"), and PCF
agreed to sell to Assignor approximately 607.74 acres of real property located
in Wake County, North Carolina, which property is more fully described in the
Contract (the "Property");
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WHEREAS, by virtue of that certain Assignment Of Contract For The Purchase
And Sale Of Real Property dated __________ (the "First Assignment"), Assignee
has previously assigned its rights under the Contract to Assignor;
WHEREAS, Assignor now desires to assign its rights and delegate its
obligations under the Contract to Assignee, and Assignee desires to accept such
assignment and delegation;
NOW, THEREFORE, in consideration of the premises, and for other good and
valuable consideration, receipt and sufficiency of which is hereby acknowledged,
the parties agree as follows:
1. Assignment. Subject to the fulfillment by Assignee of its obligations
hereunder, Assignor does hereby sell, assign, transfer and convey to Assignee,
without recourse, all of Assignor's right and interest in and delegate all of
Assignor's obligations as Buyer under the Contract.
2. Acceptance And Assumption. By execution hereof, Assignee accepts such
assignment and assumes and agrees to faithfully perform all duties, obligations
and liabilities of Assignor under the Contract, including, but not limited to,
the obligation to pay the extension fees required by Paragraph 8 of the
Contract, to pay the Purchase Price, and to faithfully perform all of its
obligations under this Assignment.
3. Notice To PCF. Within five (5) business days after execution of this
Assignment by both parties, Assignor shall give PCF notice of this Assignment
(without disclosing the terms thereof) as required by Paragraph 13(f) of the
Contract.
4. Consideration. As the consideration to be given by Assignee to Assignor
for this Assignment, Assignee agrees that, at the time of Assignee's closing of
its purchase of the Property pursuant to the Contract:
a. By virtue of such closing, Assignee shall be deemed to have
forgiven $1,250,000.00 of Assignor's debt to Assignee as set
forth in Paragraph 4.a of the First Assignment. Assignee
agrees to execute such documents evidencing such forgiveness
as are reasonably requested by Assignor. At Closing, Assignor
will issue to Assignee 37,500,000 shares of the restricted
common stock of Assignor in satisfaction of the remainder of
such debt.
b. By virtue of such closing, Assignee shall be deemed to have
forgiven one-third of the $1.25 million due Sagedale Farms,
LLC ("Sagedale"), under that certain Promissory Note from
Assignor to Sagedale. Assignee agrees to execute and to cause
Sagedale to execute such documents evidencing such forgiveness
as are reasonably requested by Assignor.
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c. Assignee shall reimburse Assignor all sums paid by Assignor to
extend the Contract.
d. Assignee shall pay to Assignor, by wire transfer, the sum of One
Million Dollars ($1,000,000.00)
5. Representations Of Assignor. Assignor hereby represents and warrants to
Assignee as follows:
a. Assignor is a public stock company organized and in good standing
under the laws of the State of Utah.
b. Assignor's execution and delivery of this Assignment and its
performance of its obligations hereunder have been authorized by
all necessary corporate action. The person signing this
Assignment on behalf of Assignor is duly authorized to do so.
c. The Contract constitutes the entire agreement between Assignor
and PCF regarding the purchase and sale of the Property. The
Contract is in full force and effect and has not been modified or
amended except as set forth in the preamble hereof. Neither
Assignor nor, to Assignor's knowledge, PCF is in default under
the Contract and, to Assignor's knowledge, no event has occurred
which, by the passage of time or otherwise, might result in a
default under the Contract by either Assignor or PCF.
6. Representations Of Assignee. Assignee hereby represents and warrants to
Assignee as follows:
a. Assignee is a limited liability company organized and in good
standing under the laws of the State of North Carolina.
b. Assignee's execution and delivery of this Assignment and the
performance of its obligations hereunder have been authorized by
all necessary Company action. The person signing this Assignment
on behalf of the Company is duly authorized to do so.
7. Assignee's Failure To Close. If Assignee fails to close the purchase
and sale of the Property for any reason other than breach of the Contract by PCF
or Assignor's undisclosed breach of the Contract, and provided that Assignee is
not in default under this Assignment, Assignee shall reassign the Contract to
Assignor, deliver to Assignor, at no cost to Assignor, copies of all documents
and things obtained or generated by Assignee in furtherance of the Contract and,
upon such assignment and delivery, neither party shall have any further rights
or obligations hereunder.
8. Notices. Notices required or permitted to be given under this Assignment
shall be in writing and may be: (i) hand delivered by the sender; (ii) sent by
nationally-recognized overnight courier service; or (iii) sent by certified or
registered mail, return receipt requested, and addressed as follows:
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If intended for ASSIGNOR: Howard O. Davidsmeyer
Chairman/CEO
Diversified Resources Group, Inc.
355 Interstate Boulevard
Sarasota, FL 34240
If intended for ASSIGNEE: James M. Matheny
105 Fairway Valley Court
Cary, NC 27513
or to such other person and/or address as either party may provide to the other
in writing as provided herein for purpose of notice.
A party sending any notice hereunder shall also send a copy to:
Richard W. Moore
Moore & Alphin, PLLC
3716 National Drive, Suite 100
Raleigh, NC 27612
Any notice hand delivered or sent by courier service shall be deemed given
and received upon actual receipt. Notice mailed as above provided shall be
deemed given and received by the addressee on the third business day after the
same is posted.
9. Assignment. Assignee may not assign its rights and obligations under the
Contract or this Assignment to any person or entity other than Assignor without
the prior written consent of Assignor.
10. Construction. This Assignment is a North Carolina contract and shall
be interpreted and enforced in accordance with the laws of the State of North
Carolina. Any action to enforce this the provisions of this Assignment shall be
filed in a court of competent jurisdiction in Wake County, North Carolina.
This Assignment embodies the entire agreement between the parties
hereto with respect to the Property and the matters set forth herein. This
Assignment can be modified or amended only by a document duly executed on behalf
of both of the parties hereto.
The captions used herein are inserted only as a matter of
convenience and for reference and in no way define, limit or describe the scope
of the intent of this Assignment or any section thereof.
Unless the context clearly intends to the contrary, words singular
or plural in number shall be deemed to include the other and pronouns having a
masculine or feminine gender shall be deemed to include the other. The term
"person" shall be deemed to include an individual, corporation, partnership,
trust, unincorporated organization, government and governmental agency or
subdivision, as the context shall require.
Notwithstanding the presumption of law whereby an ambiguity or
conflict in provisions shall be construed against the drafter, the parties
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hereto hereby agree that although one party may have generated this Assignment,
each party has been afforded the opportunity to consult with counsel of its own
choosing, and each has participated in the drafting of this Assignment.
Therefore, such presumption shall not be applied if any provision or term of
this Assignment requires judicial interpretation.
If any term, covenant or condition of this Assignment or the
application thereof to any person or circumstance shall be determined to be
invalid or unenforceable, the remainder of the Assignment or the application of
such term or provision to persons or circumstances, other than those to which it
is held invalid or unenforceable, shall not be affected thereby and each term
shall be valid and enforceable to the fullest extent permitted by law, so long
as such invalidity does not materially adversely affect the consideration to be
given by Assignee to Assignor hereunder.
11. Effective Date. The Effective Date of this Assignment shall be the last
date upon which it is signed by any of the signatories thereto, as shown by the
date of each party's execution set forth below.
IN WITNESS WHEREOF, the parties have each executed this Assignment under
seal, as of the day and year first above written.
ASSIGNOR:
DIVERSIFIED RESOURCES GROUP, INC. (Corporate Seal)
By: _________________________________ _________________________
___________________________(Name) Date
____________________________(Title)
ASSIGNEE:
MATHENY DEVELOPMENT, LLC (Seal)
By: _________________________________ ________________________
James M. Matheny, Manager Date
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