Delaware Corp., et al. - Page 25

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               Three Hundred Twenty Thousand Two Hundred and NO/100                   
               Dollars ($320,200.00) is cancelled effective upon the                  
               date of this agreement.                                                
                    4.  This Assignment and release of contractual                    
               rights and claim under any color of title shall not be                 
               recorded.                                                              
               Delaware Corporation also assigned its interest in the                 
          Virginia Beach property contract (Virginia Beach assignment) to             
          Ms. Havens.  The Virginia Beach assignment, which was effective             
          as of June 1, 1995, provided in pertinent part:                             
                    THIS ASSIGNMENT of Contract Interest, made June 1,                
               1995 by and between DELAWARE CORPORATION, a Virginia                   
               Corporation (Assignor), and Frances B. Havens (As-                     
               signee).                                                               
                  *       *       *       *       *       *       *                   
                    WHEREAS, the parties to this Assignment wish to                   
               re-assign to Frances Havens 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 One Hundred Twenty Eight Thousand and No/100                 
               Dollars ($128,000.00), and to relinquish any and all                   
               claims so that DELAWARE CORPORATION shall not have any                 
               equitable claim of title to the property located in                    
               Virginia Beach, Virginia, purchased by Frances B.                      
               Havens in January 1988, and the legal title to which is                
               still vested in the name of Frances B. HAVENS under the                
               Court record documents in Virginia Beach, 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 House and Real Estate, lo-                   
               cated in Virginia Beach, Virginia 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 Frances Havens, to                 
               DELAWARE CORPORATION, receipt of which is hereby ac-                   
               knowledged, and other good and valuable considerations,                





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