ASSIGNMENT OF DEBT AGREEMENT

Assignment Agreement

You are currently viewing:

This Assignment Agreement involves

TORA TECHNOLOGIES INC | MANHATTAN ASSETS CORP

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.

Title: ASSIGNMENT OF DEBT AGREEMENT
Date: 10/23/2006

Search Assignment Agreement by:

Exhibit 10.5

ASSIGNMENT OF DEBT AGREEMENT

THIS ASSIGNMENT OF DEBT AGREEMENT dated the 20^th day of October, 2006,

AMONG:

TORA TECHNOLOGIES INC., a company incorporated under the laws of Nevada and with an executive office at 205 - 1990 East Kent Avenue, Vancouver, British Columbia, V5P 4X5

(the“Assignee”)

AND:

MANHATTAN ASSETS CORP., a company incorporated under the laws of Nevada with an executive office at 132 Via Havre, Newport Beach, California, 92663

(the “Assignor”)

AND:

MAKEUP INCORPORATED, a company incorporated under the laws of Nevada with an executive office at 3388 Via Lido, 4^th Floor, Newport Beach, California, 92663

(the “Creditor”)

WHEREAS:

A. The Assignor is indebted to the Creditor for the aggregate amount of US$216,107 (the “Debt”)

B.	The Assignee has agreed to purchase certain assets from the Assignor pursuant to the terms and conditions of an asset purchase agreement dated October 20, 2006, between the Assignee and the Assignor.

C.	As a condition of that asset purchase agreement, the Assignee has agreed to accept the assignment of the Debt from the Assignor upon the terms and conditions contained in this agreement as part of the consideration for the assets.

FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is acknowledged, the parties agree that:

1. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ASSIGNOR

1.1 The Assignor represents, warrants and covenants to the Assignee that:

This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms.