ASSIGNMENT OF PROMISSORY NOTE
This
Promissory Note Assignment Agreement (“Agreement”) made as of September ____,
2008, is by and among Xxxxxxx de Vilmorin (hereinafter referred to as
“Assignor”) and Ethos Environmental, Inc. a Nevada corporation (hereinafter
referred to as the “Assignee”).
RECITALS
Whereas,
on or about August 2, 2008, Assignor, as the Borrower, executed and delivered a
Promissory Note in the principal amount of $500,000 (the “Note’) in favor of a
third-party, the Note became due and payable, in full, on September 2,
2008.
Whereas,
Assignor now desires to assign all its right, title, and interest in the Note to
Assignee, and Assignee shall accept the assignment of the Note in exchange for
Assignor’s return to Assignee of 13,600,000 shares of common stock of Assignee
owned by Assignor.
AGREEMENT
1. The
Assignor represents, covenants, and warrants that there is now due and owing
upon said Note, without offset or defense of any kind, the principal sum of
$500,000 which became due and payable at September 2, 2008.
2. The
Assignor does hereby irrevocably transfer and assign, to Assignee of the
Assignor’s right, title, and interest in and under the Note and Assignee does
hereby irrevocably accept such assignment.
3. Assignee
further agrees that concurrently with the execution hereof, as consideration for
Assignee accepting the assignment of the Note, that Assignor shall return to
Assignee 13,600,000 shares of the Common Stock of Assignee for cancellation and
return to the treasury of Assignee.
IN WITNESS WHEREOF, the
parties have executed this Assignment on the day and year first above
stated.
| ASSIGNOR | ASSIGNEE | |
| XXXXXXX DE VILMORIN | ETHOS ENVIRONMENTAL, INC. | |
| Xxxxxxx de Vilmorin | By: Xxxxx Xxxxxxxxxxx | |
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