EXHIBIT 10.9 (j)
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is entered into
this 1st day of November 2002 by and between Sunswipe Australasia Pty Ltd, of
Xxxxxxxx Xxxxx Xxxx Xx. Xxxxx, Xxxxxxxx 0000, Xxxxxxxxx ("Assignor") and Cohero
Group, Inc., of 000 0xx Xxxxxx 0xx Xxxxx, Xxx Xxxx, XX 00000, ("Assignor"), and
I.T. Technology, Inc. a Delaware corporation, of 00000 Xxxxxxx Xxxxxxxxx, Xxxxx
000, Xxxxxxx Xxxx, Xxxxxxxxxx 00000 ("Assignee").
Pursuant to the terms of this Agreement, in exchange for the
satisfaction of $119,641.78 (USD) of obligations owed by Assignor to Assignee in
connection with the loan arrangements reached in February 2002, Assignor hereby
assigns, conveys, transfers and delivers all of its right, title and interest in
and to $119,641.78 (USD) of that certain Promissory Note (Loan Agreement) dated
January 11, 2001 (the "Loan") that Xxxxxxxxxx.xxx, Inc. a New York corporation
(the "Obligor") to Assignor (the "Note Assignment").
In connection with and limited to the Note Assignment, Assignee hereby
agrees to assume all of Assignor's obligations under that certain Loan Agreement
dated January 11, 2001 between Assignor and the Obligor.
IN WITNESS WHEREOF, Assignor, Assignee and the Obligor have duly
executed this Assignment and Assumption Agreement as of the date first above
written.
SUNSWIPE AUSTRALASIA PTY LTD.
By: /s/Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Director
COHERO GROUP, INC.
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Managing Director
AGREED TO AND ACCEPTED
THIS 4th DAY OF NOVEMBER 2002
XXXXXXXXXX.XXX, INC.
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: President
