ASSIGNMENT OF DEBT
THIS AGREEMENT is made as of the _____day of , 2007
BETWEEN:
QMotions, Inc., a California C
Corporation, with a
business address at 000 Xxxxxxxxxxx Xxxxxx Xxxxx 000
Xxxxxxxxx, XX 00000
(the “Assignor”)
OF THE FIRST PART
AND:
Actiga Corporation, a Nevada
Corporation, with an
business address at 0000 Xxxx Xxxx, Xxxxx 000, Xxxx, XX
00000
(the “Assignee”)
OF THE SECOND PART
WHEREAS:
A. The Assignor is indebted to EH&P Investments AG (“EH&P”) in the amount of US$500,000 (the “Indebtedness”) pursuant to a Convertible Debenture dated August 30, 2007, attached hereto as Schedule “A” (the “Convertible Note”); and
B. The Assignor intends to sell, transfer and assign all of his Indebtedness to the Assignee;
THEREFORE:
IN CONSIDERATION of the payment to the Assignor of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the parties agree as follows:
| 1. |
The Assignor hereby assigns and transfers to the Assignee, absolutely, to and for its sole use forever, all of the obligations and interest of the Assignor in and to the Indebtedness and the Convertible Note, including without limitation the obligation to repay the Indebtedness including the principal amount thereof, interest accrued or hereafter accruing thereto and any fees or expenses chargeable to the Assignor in connection therewith. |
| 2. |
The Assignor hereby represents and warrants that the Assignor has full right, power and authority to transfer and assign the Indebtedness and the Convertible Note to the Assignee in accordance with the provisions hereof. This Assignment is made without recourse. |
- 2 -
| 3. |
The Assignor hereby covenants to the Assignee forthwith to endorse and deliver to the Assignee such documents or instruments governing or evidencing any of the Indebtedness and to do or execute, at the request and expense of the Assignee, any further acts, documents or instruments as may reasonably be required to give complete effect to this Assignment. |
| 4. |
This Assignment shall be governed by and interpreted in accordance with the laws of the Province of British Columbia. |
| 5. |
This Assignment shall enure to the benefit of and be binding upon the respective successors and assigns of the parties hereto. |
| 6. |
Delivery of a copy of this Assignment to EH&P shall be its irrevocable notice and instruction to recognize the Assignee as the person to whom the Indebtedness is now payable. |
| 7. |
This Assignment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement |
| QMOTIONS, INC. | |
| Per: | |
| /s/ Amro Xxxxxxx | |
| Authorized Signatory | |
| ACTIGA CORPORATION | |
| Per: | |
| /s/ Xxxxx Xxxxx | |
| Authorized Signatory |
