EXHIBIT A
ASSUMPTION AGREEMENT
This Assumption Agreement dated as of October-----, 2007 ("Agreement") by and
between TriMedia Entertainment Group, Inc., a Delaware corporation (the
"Company"), and certain creditors of the Company executing this Agreement.
W I T N E S S E T H
WHEREAS, pursuant to a Restructuring Agreement dated as of
October 1, 2007 among the Parties hereto, and certain creditors of the Company,
the Company has transferred substantially all its assets to New Entity ;and
WHEREAS, in partial consideration of such transfer by the
Company, New Entity has agreed to assume the Company Liabilities as defined in
the Restructuring Agreement. Capitalized terms used herein and not defined shall
have the meaning given to them in the Restructuring Agreement.
NOW THEREFORE, in consideration of the above and for other
good and valuable consideration, the parties agree as follows:
1. New Entity hereby agrees, agrees to timely discharge, satisfy and fully
perform each, every and all of the Company Liabilities.
2. The Company agrees that New Entity may assert on its own behalf and in their
name (or if necessary in the name of the Company) all defenses arising in law or
equity to the full performance and satisfaction of the Company Liabilities.
3. New Entity shall indemnify and hold harmless the Company from each, every and
all of the Company Liabilities as set forth in the Restructuring Agreement.
4. Nothing in this Agreement shall in any way limit or modify the obligations or
liabilities of New Entity or any other party as set forth in the Restructuring
Agreement.
WHEREFORE, the parties have executed and delivered this Agreement with legal and
binding effect as of the date first above stated.
/s/
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Rufftown Entertainment, Inc.
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