ASSIGNMENT AGREEMENT
THIS AGREEMENT dated this 30th day of March, 2000 authorizes the assignment
BETWEEN:
TRISTAR FINANCIAL SERVICES, INC., a company having an office at
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter called the "Assignor")
AND:
EPAULETTE INVESTMENTS S.A., a company having an office at
▇.▇. ▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇.▇.▇. (hereinafter called the "Assignee")
WHEREAS, Goldstate Corporation ("Goldstate") is indebted to the Assignor in the
aggregate amount of $57,515.93 for (i) certain financial, administrative and
managerial services performed by the Assignor pursuant to a consulting and
management service agreement between Goldstate and Assignor, and/or (ii)
advances provided by the Assignor to Goldstate, and/or (iii) accrued interest on
unpaid amounts due to the Assignor thereunder; and
WHEREAS, Goldstate is indebted to the Assignor for repayment of such aggregate
amount of $57,515.93; and
WHEREAS, Goldstate and the Assignor acknowledge that the aggregate amount of
$57,515.93 is due and owing to the Assignor (the "Receivable"); and
WHEREAS, Goldstate and Assignor entered into a settlement agreement dated March
29, 2000 (the "Settlement Agreement"), whereby Goldstate agreed to issue to the
Assignor 3,287,000 shares of its restricted common stock at $0.175 per share
(the "Shares") as full and complete satisfaction of the Receivable and
WHEREAS, the Assignor desires to assign all of its rights, title and interest in
the Settlement Agreement and to the Receivable, including its further settlement
of the 3,287,000 restricted common shares in the capital of Goldstate
Corporation, to the Assignee; and
WHEREAS, the Assignee is willing to accept the assignment of all of the rights,
title and interest in the Settlement Agreement and to the Receivable, including
the issuance of the 3,287,000 restricted common shares in the capital of
Goldstate, from the Assignor in exchange for a promissory note in the amount of
$40,261.15 bearing interest at the rate of 8% per annum with a repayment term of
5 years from the date of this Assignment Agreement, such promissory note is
attached to this Agreement; and
WHEREAS, the board of directors of Goldstate pursuant to resolutions dated
January 24, 2000 has authorized the execution of the Settlement Agreement and
the subsequent issuance of 3,287,000 restricted common shares to Assignee in
accordance with the terms of this Agreement.
THEREFORE, the parties to this Agreement now agree as follows:
1. The Assignor assigns all of its rights, title and interest in the
Settlement Agreement and to the Receivable, including its right to the
issuance of 3,287,000 restricted common shares in the capital of
Goldstate to Assignee in exchange for a promissory note in the amount
of $40,261.15 bearing interest at the rate of 8% per annum with a
repayment term of 5 years from the date of this Assignment Agreement,
such promissory note is attached to this Agreement.
2. The Assignor further agrees to direct Goldstate to issue 3,287,000 of
its restricted common shares in the name of the Assignee in accordance
with the provisions of this Agreement.
3. The Assignee agrees to accept such assignment and expressly assumes
and agrees to be bound by the terms of the Settlement Agreement and
further agrees to accept the issuance and delivery of 3,287,000
restricted shares of common stock in the capital of Goldstate
Corporation in full settlement and satisfaction of the Receivable.
4. The Assignee further agrees to release and forever discharge Goldstate
from any and all causes of action, debts, sums of money, claims and
demands whatsoever, in law or in equity, related to the Receivable,
which the Assignee now or hereafter can, shall or may have.
5. The Assignee is aware that the Shares are not being registered under
the Securities Act of 1933, as amended (the "Securities Act"). The
Assignee understands that the Shares are being issued in reliance on
the exemption from registration provided by Section 4(2) thereunder.
The Assignee understands that it may be required to bear the economic
risk of this investment for an indefinite period of time because there
is currently no trading market for the Shares and the Shares cannot be
resold or otherwise transferred unless applicable federal and state
securities laws are complied with or exemptions therefrom are
available.
6. The Assignee represents and warrants that the Shares are being
acquired solely for The Assignee's own account, for investment
purposes only, and not with a view to or in connection with, any
resale or distribution. The Assignee understands that the Shares are
nontransferable unless the Shares are registered under the Securities
Act and under any applicable state securities law or an opinion of
counsel satisfactory to Goldstate is delivered to Goldstate to the
effect that any proposed disposition of the Shares will not violate
the registration requirements of the Securities Act and any applicable
state securities laws. The Assignee further understands that Goldstate
has no obligations to register the Shares under the Securities Act or
to register or qualify the Shares for sale under any state securities
laws, or to take any other action, through the establishment of
exemption(s) or otherwise, to permit the transfer thereof.
7. The Assignee has had an opportunity to ask questions of and received
answers from the officers, directors and employees of Goldstate or a
person or persons acting on its or their behalf, concerning the
financial position of Goldstate.
8. This Settlement Agreement shall be effective as of March 30, 2000, and
shall be binding upon and inure to the benefit of the parties hereto
and their respective assigns and successors.
The foregoing may be signed in counter parts, each of which so executed shall be
deemed to be an original including each such copy sent by facsimile
transmission, and such counterparts together shall constitute but one and the
same instrument.
TRISTAR FINANCIAL SERVICES, INC. EPAULETTE INVESTMENTS S.A
By: /s/ Signature on File By: /s/ D. ▇▇▇▇▇▇ ▇▇▇▇▇
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President President
PROMISSORY NOTE
$40,261.15 US Funds March 30, 2000
For VALUE RECEIVED, the undersigned EPAULETTE INVESTMENTS S.A ("Payor"), a
company having its office at ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇.▇.▇,
promises to pay to TRISTAR FINANCIAL SERVICES, INC. ("Payee") a company having
its registered office at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
the principal amount of $40,261.15 (FORTY THOUSAND TWO HUNDRED AND SIXTY-ONE
DOLLARS AND FIFTEEN CENTS) in US funds, which is payable in cash on March 30,
2005. The Payor agrees to repay the entire balance of the promissory note
together with accrued simple interest at the annual rate of interest of 8% per
annum calculated not in advance.
Notwithstanding the place where this promissory note is executed, the Payor
expressly agrees that all the terms and provisions hereof shall be governed by
and construed in accordance with the laws of the State of Nevada.
Accepted this 30th day of March, 2000,
D. ▇▇▇▇▇▇ ▇▇▇▇▇
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D. ▇▇▇▇▇▇ ▇▇▇▇▇
EPAULETTE INVESTMENTS S.A
