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-~ <br />. •, <br /> <br />ASSIGNMENT AND ASSUMP'T'ION OF <br />PROMISSORY NOTE <br />This Assignment and Assumption of Promissory Note (herein called this "Assignment <br />and Assumption") is made this ?-Q day of May, 1994, by and between Randall & Blake, Inc. <br />a Colorado corporation (herein called the "Assignee"), and Stephen P. Antony, an individual <br />resident of Lakewood, Colorado (herein called the "Assignor"). <br />ItECITAIS <br />A. Assignor is the maker of a promissory note dated January I, I994 (herein <br />called the "Note") in favor of EF Reclamation, Inc. (herein called the "Payee"), a copy of <br />which is attached hereto as Appendix 1. <br />B. Assignor desires to sell his shares in Landmark Reclamation, Inc. (formerly <br />Nurseries, Inc. of Wyoming) to Assignee and, in connection therewith, Assignee desires to <br />assign the Note to Assignee, and Assignee, as partial consideration for the sale of such <br />shares by Assignor, has agreed to assume all of Assignor's obligations under the Note. <br />AGREEMENT <br />NOW, THEREFORE, for good and valuable consideration, the sufficiency and <br />receipt of which is hereby acknowledged, the parties agree as follows: <br />1. Assignment. Assignor hereby assigns to Assignee all of its right, tide and <br />interest in, and all of its obligations, responsibilities and liabilities under, the Note. <br />2. Balance Due. Assignor and Assignee acknowledge that Assignor has made no <br />interest or principal payments under the Note and that the first payment thereunder is due on <br />January 1, 1995 by Assignee. <br />3. Assumption. Assignee hereby assumes and agrees to perform all of the <br />promises, covenants and obligations of Assignor set forth in the Note, and to be liable <br />thereon as if the original maker thereof, hereby waiving presentment, demand, protest and <br />notice of protest as to such Note. Assignee further agrees that by such assumption Assignee <br />shall be the Maker (as such term is defined in the Note). <br />4. Note Terms. All terms, conditions, and covenants of the Note shall remain <br />unchanged and shall continue to remain in full force and effect. <br />5. Indemnification. Assignee agrees to indemnify and hold harmless the Assignee <br />from and against any and all losses, damages, obligations or liabilities directly or indirectly <br />caused by or relating to the Note and Assignee's assumption of the obligations thereunder <br />