ASSIGNMENT OF DEBT AGREEMENT
THIS
ASSIGNMENT OF DEBT AGREEMENT
dated
the 20th
day of
October, 2006,
AMONG:
|
TORA
TECHNOLOGIES INC., a
company incorporated under the
laws of Nevada and with an executive office
at
205 - 1990 East Kent Avenue, Vancouver, British Columbia, V5P
4X5
|
|
(the“Assignee”)
|
AND:
MANHATTAN
ASSETS CORP.,
a
company incorporated under the laws of Nevada with an executive office at 000
Xxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx, 00000
|
(the
“Assignor”)
|
AND:
MAKEUP
INCORPORATED,
a
company incorporated under the laws of Nevada with an executive office at 3388
Xxx Xxxx, 0xx
Xxxxx,
Xxxxxxx Xxxxx, Xxxxxxxxxx, 00000
|
(the
“Creditor”)
|
WHEREAS:
A. The
Assignor is indebted to the Creditor for the aggregate amount of US$216,107
(the
“Debt”)
|
B.
|
The
Assignee has agreed to purchase certain assets from the Assignor
pursuant
to the terms and conditions of an asset purchase agreement dated
October
20, 2006, between the Assignee and the
Assignor.
|
|
C.
|
As
a condition of that asset purchase agreement, the Assignee has agreed
to
accept the assignment of the Debt from the Assignor upon the terms
and
conditions contained in this agreement as part of the consideration
for
the assets.
|
FOR
VALUABLE CONSIDERATION,
the
receipt and sufficiency of which is acknowledged, the parties agree
that:
1. REPRESENTATIONS,
WARRANTIES AND COVENANTS OF THE ASSIGNOR
1.1 The
Assignor represents, warrants and covenants to the Assignee that:
|
(a)
|
the
above premises are true and complete, that the Debt has not been
prepaid
in full or in part, and that the Creditor been given notice of and
has
consented to this assignment;
|
|
(b)
|
the
full amount of the Debt is due and owing by the Assignor to the Creditor;
and
|
|
(c)
|
the
Assignor now has a good right, full power and absolute authority
to assign
its right, title and interest in and to the Debt in the manner set
out in
Article 2 hereof according to the true intent and meaning of this
agreement.
|
1.2 The
representations, warranties and covenants contained in Section 1.1 are provided
for the exclusive benefit of the Assignee and a breach of any one or more
thereof may be waived by the Assignee in whole or in part at any time without
prejudice to his rights in respect to any other breach of the same or any other
representation or warranty or covenant. Any representations, warranties and
covenants contained in Article 1 shall survive the execution of this
agreement.
Page
- 1
2.
ASSIGNMENT
AND PURCHASE OF THE DEBT
2.1 The
Assignor grants, assigns, transfers and sets over unto the Assignee its entire
right, title and interest in and to the Debt, including, without limitation,
all
rights, benefits and advantages of the Assignor to be derived therefrom and
all
burdens, obligations and liabilities to be derived thereunder, in consideration
of the premises and in consideration of payment of the sum of US$10.00
and for
other good and valuable consideration.
3.
CONSENT
OF CREDITOR
3.1 The
Creditor acknowledges receipt of notice of the assignment of Debt pursuant
to
the terms and conditions of this agreement and further consents to the
assignment of the Debt by the Assignor to the Assignee.
4.
COUNTERPART
4.1 This
agreement may be signed in one or more counterparts, each of which when so
signed will be deemed an original, and such counterparts together will
constitute one in the same instrument.
IN
WITNESS WHEREOF this agreement was signed by the parties hereto as of the day
and year first above written.
The
Common Seal
of
)
affixed was
hereunto in the presence
of:
)
) C/S
/s/
Authorized
Signatory
)
)
Authorized
Signatory
)
The
Common Seal
of
)
Manhattan
Assets
Corp.
)
affixed was
hereunto in the presence
of: )
) C/S
/s/
Authorized
Signatory )
)
Authorized
Signatory
)
The
Common Seal
of
)
Makeup
Incorporated
)
affixed was
hereunto in the presence
of:
)
) C/S
/s/
Authorized
Signatory
)
)
Authorized
Signatory )
Page
- 2
