ASSIGNMENT AGREEMENT

CONFIDENTIAL

PROPOSED FINAL

THIS ASSIGNMENT AGREEMENT ("Agreement") is entered into as of the day of October, 2006 by and between NewsProNet Interactive, LLC ("NPN"), a limited liability company organized and existing under the laws of the State of Delaware and NPN Asset Acquisitions, Inc. ("NPNAA"), a corporation organized and existing under the laws of the State of Florida.

WHEREAS, NPN became indebted to National Broadcasting Corporation, a Delaware corporation and/or its affiliate, NBC-NPN Holding, Inc, ("NBC") in the aggregate principal sum of approximately Two-Million Three Hundred Sixty-Five Thousand Dollars ($2,365,000) ("Debt"), which indebtedness is secured by that certain Security Agreement and related documents entered into by NPN and NBC dated September 18, 2000 and thereafter (the "Security Instruments"); and

WHEREAS, the Security Instruments granted a first-priority security interest in all of the assets of NPN, which assets include those listed on Schedule A attached hereto and incorporated herein; and

WHEREAS, NBC has validly assigned all of its interest in the Debt and the Security Instruments to NPNAA; and

WHEREAS, NPN is in default of the Debt and all applicable cure periods have expired, and

WHEREAS, the Security Instruments grant the creditor (formerly NBC, now NPNAA) extensive powers in the event of default, including a power of attorney coupled with an interest, and also including the power to take possession of the debtor's assets to satisfy the Debt; and

WHEREAS, NPNAA has agreed, in lieu of immediate foreclosure upon all of the Debt, to accept certain specific assets and apply the fair market value of these assets against the existing balance of the Debt, and NPN has agreed to sell, transfer and assign these assets to NPNAA in accordance with the terms set forth below;

NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt of which each party hereby acknowledges, the parties hereby agree as follows:

1. SALE, ASSIGNMENT AND TRANSFER OF RIGHTS

1.1        Assignment. Subject to the terms hereof, NPN hereby sells, transfers, and assigns all of its right, title and interest in and to the assets set forth on Schedule A attached hereto (collectively, the "Assets") to NPNAA. NPN shall reasonably cooperate with NPNAA in the execution and delivery of any other necessary documentation reasonably requested to evidence the sale, transfer, and assignment noted above.

CONFIDENTIAL

PROPOSED FINAL

1.2        Consideration. In consideration for the assignment of the Assets, NPNAA hereby agrees that the outstanding b