ELECTRIC AVENUE ASSIGNMENT AND ASSUMPTION OF CONTRACT OF PURCHASE AND

ELECTRIC AVENUE ASSIGNMENT AND ASSUMPTION OF CONTRACT OF PURCHASE AND SALE THIS AGREEMENT dated as of ______________________________, 2005. BETWEEN: ___________________________________________ ___________________________________________ ___________________________________________ (the “Assignor”) AND: ___________________________________________ ___________________________________________ ___________________________________________ (the “Assignee”) WHEREAS: A. By a contract of purchase and sale dated ______________________, 20___ (the “Purchase Agreement”) the Assignor agreed to purchase from Electric Avenue Properties Ltd. (the “Vendor”) Strata Lot _____ of a residential strata development known as “Electric Avenue”, located at 933 Hornby Street, Vancouver, British Columbia, as more particularly described in the Purchase Agreement; B. The Assignor has paid one or more deposits totalling __________________________ ($___________________) (the “Deposit”) pursuant to the Purchase Agreement; C. The Assignor has agreed to assign to the Assignee all of its right, title and interest in and to the Purchase Agreement and the Assignee has agreed to assume the obligations of the Assignor under the Purchase Agreement, subject to the covenants and agreements set forth herein; and D. The Purchase Agreement provides that the Assignor may not assign the Purchase Agreement except with the written consent of the Vendor and payment by the Assignor to the Vendor of an assignment fee of Five Hundred ($500.00) Dollars plus GST. NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the sum of One Dollar ($1.00) paid by each party to each other party, and of the mutual covenants and agreements herein contained, the receipt and sufficiency of which is hereby acknowledged 2 by each of the parties, the Assignor and the Assignee hereby warrant, represent, covenant and agree as follows: 1. Assignment. The Assignor hereby grants and assigns to the Assignee, from and after the date of this Agreement (the “Effective Date”), the Purchase Agreement, and all benefits and advantages to be derived therefrom, including the benefit of the Deposit and any interest accrued and to accrue in respect thereof that would have otherwise been payable to the Assignor under the Purchase Agreement. Assignment price. The Assignee will pay to the Assignor the sum of _______________________________ ($_____________________) Dollars (inclusive of the Deposit and any accrued interest thereon), plus any applicable goods and services tax thereon, by certified cheque or bank draft not later than the Effective Date. Application of Deposit. From and after the Effective Date, the Deposit will be held on behalf of the Assignee and any interest that has accrued or will accrue thereon, whether such interest was earned before or after the Effective Date, will accrue to the benefit of the Assignee, subject to the provisions of the Purchase Agreement. Commission. The Assignor will be responsible for the payment of any real estate commission payable in connection with this Agreement. Assignor’s warranties and representations. The Assignor warrants and represents to the Assignee that: (a) (b) the Purchase Agreement is in full force and effect and unmodified; all obligations to be observed or performed by the Assignor under the Purchase Agreement have been duly observed or performed by the Assignor up to and including the day preceding the Effective Date; the Assignor has good and sufficient right, power and authority to grant and assign as aforesaid and, to the extent applicable, has taken all necessary and proper corporate actions and proceedings to so grant and assign; and the Deposit has been paid by the Assignor to the Vendor under the Purchase Agreement. 2. 3. 4. 5. (c) (d) 6. Assignor’s indemnity. The Assignor will indemnify and save harmless the Assignee from and against any and all demands, claims, proceedings, causes of action, judgments, expenses, loss or damage (including without limitation reasonable legal costs on a solicitor and own client basis) which the Assignee may suffer or incur or be put to by reason of any breach by the Assignor of any of its covenants, agreements, warranties and representations set forth in this Agreement. 3 7. Assumption. The Assignee covenants and agrees with the Assignor that from and after the Effective Date, the Assignee will assume, observe and perform all of the obligations of the Assignor under the Purchase Agreement. Assignee’s indemnity. The Assignee will indemnify and save harmless the Assignor from and against any and all demands, claims, proceedings, causes of action, judgments, expenses, loss or damage (including without limitation reasonable legal costs on a solicitor and own client basis) which the Assignor may suffer or incur or be put to by reason of any breach by the Assignee of any of its covenants and agreements set forth in this Agreement. Joint and several obligations. If the Assignor constitutes more than one party, the obligations of each party comprising the Assignor will be joint and several. If the Assignee constitutes more than one party, the obligations of each party comprising the Assignee will be joint and several. Consent of Vendor. This Agreement is subject to the Assignor obtaining the written consent of the Vendor to the assignment and assumption of the Purchase Agreement on the terms set forth herein. Governing law. This Agreement will be governed by, construed and enforced in accordance with the laws of British Columbia. Enuring effect. This Agreement will enure to the benefit of and be binding upon the Assignor and the Assignee and their respective heirs, executors, administrators, successors and assigns. 8. 9. 10. 11. 12. IN WITNESS WHEREOF the Assignor and the Assignee have executed this Agreement as of the date and year first above written. ____________________________________ Witness ____________________________________ Assignee Print Name: __________________________ ____________________________________ Witness ____________________________________ Assignee Print Name: __________________________ ____________________________________ Witness ____________________________________ Assignor Print Name: __________________________ ____________________________________ Witness ____________________________________ Assignor Print Name: __________________________ CONSENT TO ASSIGNMENT AND ASSUMPTION OF CONTRACT OF PURCHASE AND SALE RE: STRATA LOT ____ OF “ELECTRIC AVENUE” WHEREAS: A. _________________________________, the Assignor, entered into a contract of purchase and sale dated __________________________________, 2005 (the “Purchase Agreement”) with Electric Avenue Properties Ltd. (the “Vendor”) to purchase Strata Lot ________ of a residential strata development known as “Electric Avenue”, located at, 933 Hornby Street, Vancouver, British Columbia; B. The Purchase Agreement provides that the Assignor will not assign the Purchase Agreement without the consent of the Vendor; and C. The Assignor wishes to assign the Purchase Agreement to _________________________________ (the “Assignee”) pursuant to an “Assignment and Assumption of Contract of Purchase and Sale”(the “Assignment Agreement”) executed by the Assignor and the Assignee and attached hereto. NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the sum of One Dollar ($1.00) paid by each party to each other party, and of the mutual covenants and agreements contained herein, the receipt and sufficiency of which is hereby acknowledged by each of the parties, the Vendor, the Assignor and the Assignee hereby represent, covenant and agree as follows: 1. Consent of Vendor. The Vendor hereby consents to the assignment of the Purchase Agreement from the Assignor to the Assignee on the terms set forth in the Assignment Agreement, provided that: (a) (b) the Assignor and the Assignee have executed and delivered to the Vendor this Agreement and the Assignment Agreement; the Assignor has paid to the Vendor the assignment fee of Five Hundred ($500.00) Dollars payable under the terms of the Purchase Agreement, plus any applicable goods and services tax thereon; and the Vendor’s consent herein to the assignment and assumption of the Purchase Agreement between the Assignee and the Assignor will not be deemed to be a consent to any further assigning of the Purchase Agreement. (c) 2. Continuing liability of Assignor. The Assignor hereby covenants with the Vendor that he will remain fully liable to perform the obligations of the purchaser under the Purchase Agreement in the event that the Assignee fails to so perform same. 2 3. Assumption by Assignee. The Assignee hereby covenants with the Vendor to assume all of the obligations of the Purchaser under the Purchase Agreement and to complete the purchase of the subject property in accordance with the terms of the Purchase Agreement and confirms receipt of, and having had the opportunity to read, the Disclosure Statement of the Vendor dated 24 April 2003 and the First Amendment to Disclosure Statement of the Vendor dated 8 September 2003. Assignee’s representation re residency. information and represents the following: (a) (b) (c) (d) (e) The Assignee confirms the following 4. Full Name and Mailing Address of the Assignee is as set out on the first page of this Consent to Assignment and Assumption Agreement; The Assignee is Tax Act; / is not a resident in Canada for purposes of the Income The Social Insurance Number of the Assignee is _________________________; Telephone: Facsimile: Home: Work: Home: Work: ___________________________________________ ___________________________________________ ___________________________________________ ___________________________________________ 5. Joint and several obligations. If the Assignor constitutes more than one party, the obligations of each party comprising the Assignor will be joint and several. If the Assignee constitutes more than one party, the obligations of each party comprising the Assignee will be joint and several. Enuring effect. This Agreement will enure to the benefit of and be binding upon the Vendor, the Assignor and the Assignee and their respective heirs, executors, administrators, successors and assigns. 6. IN WITNESS WHEREOF the Vendor, the Assignor and the Assignee have executed this Agreement as of _____________________________, 2005. ____________________________________ Witness ____________________________________ Assignee Print Name: __________________________ ____________________________________ Witness ____________________________________ Assignee Print Name: __________________________ 3 ____________________________________ Witness ____________________________________ Assignor Print Name: __________________________ ____________________________________ Witness ____________________________________ Assignor Print Name: __________________________ ELECTRIC AVENUE PROPERTIES LTD. Per: ______________________________ Authorized Signatory