ASSIGNMENT OF DEBT
This Assignment of Debt is dated as of December 4, 2009 between
Newport Capital Corp., as assignor ("Newport Capital") and
Dankworth Limited (the "Assignee").
RECITAL:
WHEREAS Newport Capital has loaned certain sums of money to
Geneva Resources Inc., a Nevada corporation (the "Corporation"),
during fiscal years ended May 31, 2008 and May 31, 2009 for funding
and working capital purposes;
WHEREAS the Corporation has incurred an aggregate of $1,776,186
as of August 31, 2009 as evidenced by the financial statements of
the Corporation for the three-month quarterly period ended August
31, 2009 (the "Debt");
WHEREAS the Corporation was unable to pay the Debt and,
therefore, the Corporation issued to Newport Capital that certain
convertible note dated December 1, 2009 evidencing the Debt (the
"Convertible Note"), which provides that in the event the
Corporation is unable to repay the Debt, the Debt would be
satisfied by conversion of the Debt into shares of common stock of
the Corporation at $0.03 per share; and
WHEREAS Newport Capital desires to assign a certain portion of
its right, title and interest in the Debt to the Assignee effective
as of December 4, 2009, and to memoralize such assignment in
writing.
FOR VALUABLE CONSIDERATION the receipt of which is acknowledged
hereby, the parties covenant as follows:
1. Newport Capital hereby assigns and transfers to the Assignee
all of his right, title and interest in and to a portion of the
Debt as evidenced by the Convertible Note in the aggregate amount
of $144,000.00;
2. The Assignee hereby accepts the proportionate right, title
and interest in
