EXHIBIT 10.6
ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT
THIS ASSIGNMENT,
ASSUMPTION AND NOVATION AGREEMENT ("ASSIGNMENT") is
made and entered into and effective as of
May 16, 2005 (the
"EFFECTIVE DATE"),
by and among Versatile Entertainment, Inc., a California corporation
("ASSIGNOR"), Colin Dyne ("ASSIGNEE"), and
Venture Group, LLC ("BENEFICIARY").
1.
OBLIGATION. Reference
is made to the following obligation(s)
of Assignor (the "OBLIGATION"):
$300,000 ACCOUNT PAYABLE BY
ASSIGNOR TO VENTURE GROUP, LLC ("BENEFICIARY")
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2.
ASSIGNMENT AND
ASSUMPTION. For good and valuable
consideration, Assignor hereby assigns,
transfers and conveys unto Assignee, and
Assginee hereby assumes and agrees to
perform all of the covenants, agreements
and obligations of Assignor under the
Obligation, including, without limitation,
the obligation to pay to Beneficiary
when due all amounts
under the Obligation,
whether now existing or arising after the
Effective Date.
Assignee shall hold
harmless and indemnify and defend Assignor from and against any and
all loss,
cost, liability, expense, damage or claim arising out of or related to the
Obligation.
3.
NOVATION AND RELEASE OF ASSIGNOR. Notwithstanding anything in
the Obligation to the contrary, all
obligations of Assignor under the Obligation
shall cease and terminate as of the
Effective Date, and Beneficiary shall pursue
payment and performance of the Obligation
solely against Assignee. Beneficiary,
for
