ASSIGNMENT AND ASSUMPTION AGREEMENT

 ASSIGNMENT AND ASSUMPTION AGREEMENT

 

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of May 18, 2006, is between and among W.B. Capital Group, Inc. (“Assignor”), the assignees set forth on Exhibit B attached hereto (“Assignees”), and WT Holdings Corporation (“Maker”), formerly known as Fortune Entertainment Corporation.

WHEREAS, on March 28, 2002, Maker entered into a loan agreement with Andrew Kaneb, an individual non-affiliate of the Maker (“Kaneb”), pursuant to which Kaneb loaned a principal amount of $30,000 to the Maker, with an interest rate of 5% per annum (the “Original Note”).

WHEREAS, on July 1, 2002, the Original Note was extended for an additional six months with an interest rate of 20% per annum.

WHEREAS, on November 21, 2005, the Original Note was assigned to and assumed by W.B. Capital Group, a non-affiliate of the Maker, pursuant to an Assignment and Assumption Agreement, for cash consideration of $35,000 paid to Kaneb.

WHEREAS, on November 21, 2005, the assigned and assumed Original Note was amended and restated, in the form of a promissory note with a principal amount of $44,256.00 bearing interest at a rate of 5% per annum (“First Amended and Restated Note”).

WHEREAS, each of the Assignees are non-affiliates of the Maker.

WHEREAS, each of the Assignees desire to assume all of Assignor’s interest in the First Amended and Restated Note, and the Maker and Assignees desire to amend and restate the First Amended and Restated Note as separate notes for each of the Assignees, substantially in the form attached as Exhibit A hereto (the First Amended and Restated Note, as so amended, are referred to as the “Second Amended and Restated Notes”).

WHEREAS, the Maker has agreed to such assignment and assumption and to perform its obligations under the Second Amended and Restated Notes, including but not limited to the making of payments due thereunder.

NOW, THEREFORE, for and in consideration of the mutual premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.     Assignment by Assignor. Assignor hereby sells, assigns, transfers, conveys and delivers to the Assignees, their successors and permitted assigns, 100% of all of Assignor’s right, title and interest in, to and under the First Amended and Restated Note, including all of Assignor’s right to receive payment on the principal amount and interest due thereon as of the date the assignment and assumption provided for herein becomes effective, to have and to hold the same unto Assignee, its successors and permitted assigns, forever.

 

2.     Assumption by Assignee. The Assignees hereby assume from Assignor 100% of Assignor’s right, title and interest in, to and under the First Amended and Restated Note in the proportions allocated and set forth on Exhibit B, including all of Assignor’s right to receive payment on the applicable portion of the principal amount and interest due thereon as of the date the assignment and assumption provided for herein becomes effective, to have and to hold the same unto Assignee, its successors and permitted assigns, forever.

 

3.     Conditions. As a condition to the assignment and assumption:

(a)     Assignor and Assignees agree to waive any and all defaults under the First Amended and Restated Note, and the maturity date shall be extended to July 20, 2006; and

 

(b)     Maker and Assignees agree that (i) the First Amended and Restated Note shall be amended, substantially in the form of the attached Second Amended and Restated Note, so as to permit the Assignees to convert such notes at their option into common stock of the Maker, and (ii) 100% of the obligations under the First Amended and Restated Note in the form of principal and interest (with equal proportion with respect to principal and interest) shall be subdivided and represented by four separate notes, convertible into common stock of the Maker, as set forth on Exhibit B attached hereto.

4.     Binding Effect, Benefits. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; nothing in this Agreement, expressed or implied, is intended to confer on any other person, other than the parties hereto or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

 

5.     Effective Date. The assignment and assumption of 100% of Assignor’s interest in the First Amended and Restated Note to Assignees as provided for herein shall take effect upon the execution of this Agreement by all of the parties hereto.

 

6.     Amendments. This Agreement may not be modified or amended except on the written agreement of all of the parties hereto evidenced by their execution of such written agreement.

 

7.     Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the State of California. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof. Each party hereby agrees to take any and all additional actions, including, without limitation, the execution, acknowledgement and delivery of any other documents and instruments, as the other party may reasonably request in order to effect the assignment and assumption contemplated hereby.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the parties have caused this Assignment and Assumption Agreement to be duly executed as of the date first written above.