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").
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