ASSIGNMENT AND ASSUMPTION
AGREEMENT
AND CONSENT TO
ASSIGNMENT
This Assignment
and Assumption Agreement and Consent to Assignment (this “
Assignment ”) is entered into as of October
26, 2006, by and between Apex Capital Group, Inc., a Wyoming
corporation (“ Assignor ”), and Apex
Capital Group, Inc., a Nevada corporation (“
Assignee ”).
WHEREAS,
Assignor has right, title or interest in and to that certain
Securities Exchange Agreement dated as of September 6, 2006 (the
“ Agreement ”);
WHEREAS,
Assignor wishes to assign to Assignee all of Assignor’s
right, title, and interest in and to the Agreement, and Assignee
wishes to accept such assignment and assume all obligations of
Assignor under the Agreement.
NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Assignor and Assignee agree as
follows:
1. Assignor does hereby undertake and agree to
assign to Assignee all of Assignor’s right, title and
interest in and to the Agreement.
2. Assignee does hereby undertake and agree to
assume all obligations, whether direct or indirect, under and to
pay, perform, and discharge, when due (and otherwise in accordance
with the relevant governing instruments and agreements), the
Agreement.
