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* * * * * * *
WHEREAS, the parties to this Assignment wish to
assign to MSG-STG L.P., a Virginia Limited Partnership,
all rights of DELAWARE CORPORATION in and to the August
1, 1993 contract of purchase, to cancel the August 1,
1993 Note in the amount of Three Hundred Twenty Thou-
sand Two Hundred and NO/100 Dollars ($320,200.00), and
to relinquish any and all claims so that DELAWARE
CORPORATION shall not have any equitable claim under
color of title to the property located in Caroline
County, Virginia, purchased by Frances B. HAVENS in
1991, and the legal title to which is still vested in
the name of Frances B. HAVENS under the Court record
documents in Caroline County, Virginia and
WHEREAS, the parties wish the Assignment to allow
Frances B. HAVENS to freely transfer and/or convey or
sell her ownership in the One Hundred Eighty-five (185)
acres, more or less, located in Caroline County, Vir-
ginia, free and clear of any claims of interest or
ownership by DELAWARE CORPORATION under the August 1,
1993 contract of purchase.
NOW, THEREFORE, in consideration of the sum of Ten
and NO/100 Dollars ($10.00) paid by MSG-STG L.P., a
Virginia Limited Partnership, to DELAWARE CORPORATION,
receipt of which is hereby acknowledged, and other good
and valuable considerations, the parties hereto agree
as follows:
1. DELAWARE CORPORATION assigns to MSG-STG L.P.,
a Virginia Limited Partnership, all of its legal and
equitable rights in and to the contract of purchase
dated August 1, 1993, by and between Frances B. HAVENS
and DELAWARE CORPORATION for the Caroline County prop-
erty, reference to which contract is hereby expressly
made and which contract is incorporated into this
agreement.
2. DELAWARE CORPORATION assigns all claims which
it may have, legal or equitable, under any contract or
color of title, to any interest in the One Hundred
Eighty-five (185) acres, more or less, located in
Caroline County, Virginia.
3. The August 1, 1993 Note from DELAWARE CORPORA-
TION payable to Frances B. HAVENS in the amount of
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