ASSUMPTION AGREEMENT

ASSUMPTION AGREEMENT

THIS ASSUMPTION AGREEMENT (“Agreement”) is made and entered into as of September 26, 2005, by and between RENOVO HOLDINGS , a Nevada corporation (“Renovo Nevada”), and STEPHEN CARNES (the “Principal Stockholder”).

WHEREAS, Renovo Nevada, which, prior to the Effective Time (as hereafter defined) shall merge with and into its wholly owned subsidiary, RENOVO, INC., a Delaware corporation (“Renovo Delaware”), with Renovo Delaware as the surviving corporation (Renovo Nevada and Renovo Delaware are referred to herein as “Renovo”), is party to an Agreement and Plan of Merger dated September 26, 2005 (the “Merger Agreement”) among Renovo Nevada, EI3 CORPORATION, a Delaware corporation (“EI3”), and the Principal Stockholder pursuant to which EI3 will merge (the “Merger”) with and into Renovo Delaware (after Renovo Nevada has merged into Renovo Delaware) with Renovo Delaware as the surviving corporation of the Merger (the “Surviving Corporation”); and

WHEREAS, at the Effective Time, the Surviving Corporation will change its name to “EI3 Corporation” and

WHEREAS, the Principal Stockholder is the sole officer, director and employee of Renovo and is intimately familiar with the assets, liabilities, agreements, business and operations of Renovo; and

WHEREAS, concurrent with Closing, the Principal Stockholder shall forgive all debts or other liabilities owed to the Principle Stockholder by Renovo; and

WHEREAS, pursuant to the Merger Agreement and as a condition of the Merger, the Principal Stockholder has agreed, immediately prior to the Effective Time, to assume and to pay, perform and discharge all Liabilities of Renovo, exclusive of the Cornell Capital Partners, LP Convertible Debenture (the “Cornell Debenture”), on the terms and conditions set forth herein; and

WHEREAS, the Surviving Corporation has agreed to assume all obligations related to the Cornell Debenture.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.          Definitions .

“Closing” shall have the meaning ascribed to such term in the Merger Agreement.

“Effective Time” shall have the meaning ascribed to such term in the Merger Agreement.

“Liabilities” means all debts, obligations, duties, guaranties, covenants, costs, charges, taxes and other liabilities of every kind and nature, fixed, contingent, due or to become due, known or unknown, which exist immediately prior to the Effective Time or arise before or after the Effective Time from any acts, omissions, causes or events occurring, or agreements entered into, prior to the Effective Time. Liabilities shall not include the obligations of the Surviving Corporation under this Assumption Agreement. Further, Liabilities shall not include the Cornell Debenture in a principal amount of $300,000, which as of June 30, 2005 $220,000 remained as a long-term liability of Renovo. The Surviving Corporation has agreed to assume all obligations relating to the Cornell Debenture.

The Principal Stockholder hereby assumes immediately prior to the Effective Time, and agrees to pay, perform and discharge, any and all of the Liabilities of Renovo. The Assumption of the Liabilities of Renovo hereunder by the Principal Stockholder shall become effective as of the Effective Time as contemplated by the Merger Agreement. The Principal Stockholder hereby confirms that he will cease to be an employee of Renovo as of the Effective Time and hereby confirms that his employment agreement with Renovo will likewise terminate.

In consideration of the Principal Stockholder’s assumption of the Liabilities of Renovo under this Agreement, the Surviving Corporation shall pay the Principal Stockholder $200,000 at Closing.

This Agreement shall terminate automatically if the Merger Agreement is terminated pursuant to Article IX of the Merger Agreement.

The Purchaser represents and warrants to Renovo, as of the date hereof and as of the Effective Time that:

5.1.        Power . The Principal Stockholder has full right, power and authority to enter into this Agreement and to perform its obligations hereunder.

5.2.        Authorization and Validity of Documents . This Agreement has been duly executed and delivered by the Principal Stockholder and constitutes the legal, valid and binding obligation of the Principal Stockholder, enforceable against the Principal Stockholder in accordance with its terms, except as such enforceability may be limited by general principles of equity, bankruptcy, insolvency, moratorium and similar laws relating to creditors’ rights generally.

5.3.        Understanding of Liabilities. The Principal Stockholder has had a full and fair opportunity to examine the books, records and operations of Renovo and understands the nature, kind and extent of the Liabilities being assumed by him hereunder and that the Principal Stockholders obligations under this Agreement are unlimited.

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The Principal Stockholder agrees that he will cause Renovo to prepare federal and state tax returns, as applicable, for Renovo for each taxable period from its inception and for the tax year 2005 from January 1, 2005 through the Effective Time and provide such tax returns to the Surviving Corporation as soon as practicable. The Principal Stockholder shall timely pay any tax liability of Renovo shown on such return or resulting from the transactions contemplated hereby and shall pay and be responsible for any and all penalties associated with such filings.

7.1.        Indemnity . The Principal Stockholder hereby agrees to indemnify and hold harmless the Surviving Corporation and its officers, directors and shareholders, against and in respect of:

7.1.1.    Any loss, claim, liability, obligation or damage suffered or incurred by the Surviving Corporation resulting from or arising in connection with any misrepresentation, breach of warranty, or non-fulfillment of any covenant or agreement on the part of the Principal Stockholder contained in this Agreement;

7.1.2.    Any liability or claim which may be asserted against the Surviving Corporation arising out of, relating to, or in connection with Renovo’s ownership of its assets prior to the Closing, or Renovo’s busines