ASSIGNMENT AND
ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement"),
is entered into this 10th day of May, 2005, by and between Osmotics
Pharma, Inc., a Colorado corporation ("Assignor") and OnSource
Corporation, a Delaware corporation ("Assignee").
W I T N E S S E T
H :
WHEREAS , Assignor and Assignee are parties to that certain
Agreement and Plan of Merger dated April 8, 2005, pursuant to which
Assignor will become a wholly-owned subsidiary of Assignee (the
"Merger Agreement").
WHEREAS , Section 5.1(e) of the Merger Agreement requires
Assignee to assume that certain promissory dated January 24, 2005
in the principal amount of $1,200,000 payable to Osmotics
Corporation, a copy of which is attached hereto as Exhibit A
(the "Note").
NOW, THEREFORE , for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Effective
May 10, 2005 (the "Assignment Date"), Assignor hereby assigns,
transfers and conveys to Assignee any and all of Assignor's right,
title and interest in and to the Note and its obligations
thereunder. Assignor represents and warrants that (i) Assignor has
the right, power and authority to execute this Agreement; (ii) that
the Note is the good, valid and binding agreement of the parties
thereto and their assignees and is in full force and effect in
accordance with its terms, which have not been amended or modified;
(iii) that no act or omission on the part of Assignor has occurred
that would constitute a default under the Note; and (iv) that the
outstanding balance on the note as of May 10, 2005 is 746,170.
2. Assignee
hereby accepts all of the right, title and interest of Assi
