ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS
ASSIGNMENT
AGREEMENT (this "Agreement"), is made on February 13,
2007, among
MAYFLOWER AUTO GROUP, LLC, (the "Assignor") a Delaware
limited
liability company, DEEP FIELD TECHNOLOGIES, INC. (the "Assignee") a
corporation
organized under
the laws of the State of New Jersey, and CORNELL CAPITAL
PARTNERS, L.P. a Cayman Island exempted limited partnership
("Cornell").
WHEREAS,
Cornell is the legal and beneficial owner of a certain 12%
Secured Promissory Note dated as of September 15, 2005 in the
original principal
amount of $ 1,850,000
and that certain 12%
Secured Promissory Note dated as
September 29, 2006 in the original principal amount of $1,500,000
(collectively
referred to as the
"Promissory Notes")
which were delivered by the Assignor to
Cornell;
WHEREAS,
Cornell is a secured party under the Promissory Notes pursuant
to
that certain security
agreement dated September 15, 2005 by and between Cornell
and the Assignor
and a corresponding UCC-1 filed with the Florida Secured
Transaction Registry
No.: 200501444449 and that certain pledge and escrow
agreement dated
September 15, 2005 by and between Cornell and the Assignor (the
"Mayflower Pledge
Agreement")
pursuant to which the
Assignor pledged
certain
Pledged Shares as defined there under (the "Pledged Shares");
WHEREAS,
Assignor desires to assign to Assignee and
Assignee desires
to
accept from
Assignor the Promissory Notes and to assume all rights and
obligations of the Assignor under the Promissory Notes;
WHEREAS,
the Assignor
shall, within twenty (20) calendar days from
the
date hereof, exchange
the Pledged Shares for
shares of the
Assignee's Common
Stock issued pursuant to the Amended and Restated Securities Exchange Agreement
by an among the Assignee, Beijing Sino-US Jinche Yingang Auto Technological
Services Limited,
Beijing Jinche Yingang
Automobile Service
Center ("Jinche")
and a certain other JV
Participant
named therein dated January 25, 2007
(the
"Exchange Agreement")
and receive
approximately
23,800,000
shares of Common
Stock of the Assignee as well as approximately 600,000 Class B shares of
Common
Stock of the Assignee;
WHEREAS,
within twenty (20) calendar days from the date hereof the
Assignor shall
deliver to Cornell 6,826,843 shares of Common Stock of the
Assignee and
172,105 Class B shares of Common Stock of the Assignee (the
"Deepfield Shares") to
be held pursuant to
the terms of the
Mayflower Pledge
Agreement in exchange for the Pledged Shares pledged thereto;
<PAGE>
WHEREAS,
in order to secure the Assignee's obligations to Cornell
pursuant
to the Promissory Notes, Jinche shall within twenty (20)
calendar days from the
date hereof deliver to Cornell 16,973,157 shares of Common Stock of
the Assignee
and 427,895
Class B shares
of Common Stock of the Assignee (the "Jinche
Deepfield Shares")
to be held
pursuant to the terms
of the Mayflower
Pledge
Agreement which has be
amended and restated on the date hereof in order to
include Jinche as a pledgor thereunder;
WHEREAS,
Assignee desires to provide Cornell a
security interest in
the
assets of the Assignee pursuant to the Security Agreement dated August 13,
2004
by an between the Assignee and Cornell (the "Security Agreement") and the UCC-1
filed with the
Nevada Secretary of State UCC Division document file no.:
2004025876-4 and New
Jersey Department
of Treasury
UCC Section filing no.:
2253737-9
(collectively referred
to as the "UCC") on the basis of the
representations, warranties and agreements contained in this
Agreement, and upon
the terms but subject to the conditions set forth herein; and
<PAGE>
WHEREAS,
Cornell consents to
the assignment of the Promissory Notes, the
assumption of the
rights and obligations
there under,
including the
Security
Agreement and the UCC,
by the Assignor, the
pledge of the Deepfield Shares in
exchange for the Pledged Shares pursuant to the Pledge
Agreement and
amendment
and restatement of the Mayflower Pledge Agreement to include Jinche
as a Pledgor
there under and the receipt of the Jinche Deepfield Shares on the basis of the
representations, warranties and agreements contained in this
Agreement, and upon
the terms but subject to the conditions set forth herein.
NOW,
THEREFORE,
in consideration of
the foregoing and for other good and
valuable
consideration, the
adequacy of which is hereby acknowledged, the
parties hereto agree as follows:
1.
Assignment. Pursuant
the Exchange Agreement the Assignor has agreed to
assign and the
Assignee has agreed to assume the liabilities under the
Promissory Notes and
be bound by the terms there under. Upon assumption of the
Promissory Notes, the
Assignee will assume all of the rights and obligations of
the Assignor there under, provide to Cornell a security interest
pursuant to the
Security Agreement and the UCC.
2.
Issuance of Securities. Upon execution hereof if requested by Cornell
Cornell shall surrender the Promissory Notes to the Assignee for
re-issuance by
the Assignee of Promissory Notes. Furthermore Cornell shall surrender to the
Assignee the Pledged Shares in exchange for the Deepfield
Shares which shall
be
delivered to Cornell within twenty (20) calendar days from the date
hereof.
3. Amended
and Restated Mayflower Pledge Agreement. On the date hereof the
Mayflower Pledge
Agreement has been amended and restated to include Jinche as a
pledgor there under and provide for the pledging of the Jinche
Deepfield Shares
which shall be delivered to Cornell within twenty (20) calendar days from the
date hereof.
4.
Additional Documents.
The Assignor agrees to
take such further action
and to execute and deliver, or cause to be executed and
delivered, any and
all
other documents which
are, in the opinion of Cornell or its counsel, necessary
to carry out the terms and conditions of this Assignment.
5.
Warrants. Upon the
execution hereof the Assignee will issue to Cornell
a warrant to purchase twenty five million (25,000,000) shares of the
Assignee's
common stock at an exercise price of Ten Cents ($0.10) per share
for a period of
five (5) years, a
warrant to purchase
ten million
(10,000,000) shares of
the
Assignee's common
stock at an exercise price of Fifteen Cents ($0.15) per share
for a period of five (5) years, a warr
