EXHIBIT 10.9 (l)
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is entered into
this 4th day of November 2002 by and between Cohero Group, Inc., of ▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ("Assignor"), and I.T. Technology, Inc. a
Delaware corporation, of ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Assignee").
Pursuant to the terms of this Agreement, in exchange for the issuance
of 1,196,420 shares ("Shares") of the common stock, $.002 par value, of
Assignee, 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 Note) dated January 11, 2001 (the "Loan") due from VideoDome
Networks, Inc., a California corporation (the "Obligor") to Sunswipe Australasia
Pty Ltd ("Sunswipe") and assigned to Assignor pursuant to that certain
Assignment and Assumption Agreement dated November 1, 2002 between Assignor and
Sunswipe (the "Note Assignment"). The Shares are to be issued pursuant to that
certain Subscription Agreement of even date herewith between Assignee and
Assignor, Assignor acknowledges receipt of the certificates representing the
Shares and Assignee acknowledges receipt of the Note.
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 Sunswipe 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.
I.T. TECHNOLOGY, INC.
By: /s/Yam-Hin Tan
Name: Yam-Hin Tan
Title: Chief Financial Officer
COHERO GROUP, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
.
AGREED TO AND ACCEPTED
THIS 4th DAY OF NOVEMBER 2002
▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President