Unassociated Document


     

    ASSIGNMENT
      OF LEASE

    AMENDMENT

    


    THIS
      AMENDED ASSIGNMENT OF LEASE
      (“Agreement”) is made and entered into as of the 31st day of
      July 2007
      (“Effective Date”), by and between One World Energy Corporation, (“Assignee”),
      and Millwood Development Inc. (“Assignor”) (hereinafter together sometimes
      referred to as “the Parties”).  This Agreement supersedes the prior
      Assignment entered into on or about June 11, 2007, between the Assignor and
      Inform Worldwide Holdings, Inc.

    


    RECITALS:

    


    A.  Assignor,
      as lessee, has executed that two certain Leases, dated December 06,
      2006  (“Matoncha”), and October 28, 2006 (“Selinger”) covering those
      certain premises and related improvements described on Exhibit A attached
      hereto (the “Premises”).

    


    B.  Assignor
      desires to assign its rights as lessee in the Lease to Assignee, and Assignee
      desires to accept the assignment of the Lease and to assume the obligations
      of
      Assignor under the Lease, on the terms and conditions set forth in this
      Agreement.

    


    NOW,
      THEREFORE, in consideration for entering into the Independent Contractor
      Agreement entered into on or about July 31, 2007, and for promises and
      conditions contained in this Agreement, with the parties intending this
      Assignment to be legally binding, Assignor and Assignee hereby agree as
      follows:

    


    1.  Assignment
      and Assumption of Lease.  Subject to the provisions of this
      Agreement, Assignor does hereby assign, transfer, set over and deliver to
      Assignee all of its right, title and interest in and to the Lease, and by
      accepting this assignment and by the execution of this Agreement, Assignee
      hereby assumes the payment and performance of, and agrees to pay, perform and
      discharge, as a direct obligation of Assignee, all of Assignor’s duties and
      other obligations under the terms, covenants and conditions of the Lease,
      including, without limitation, the payment of rent and compliance with all
      terms, covenants and conditions of the Lease.  Except as otherwise
      expressly provided in this Agreement, all the terms, covenants and conditions
      of
      the Lease remain in full force and effect as applied to Assignee.

    


    2.  Restrictions.  The
      assignment of the Lease is made subject, subordinate and inferior to any
      easements, covenants and other matters and exceptions of record or apparent
      as
      of the date of this Agreement.

    


    3.  “AS
      IS”.  ASSIGNEE ACKNOWLEDGES AND AGREES, BY ITS ACCEPTANCE HEREOF,
      THAT, EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN, ASSIGNOR IS ASSIGNING THE
      LEASE AND DELIVERING THE PREMISES “AS IS, WHERE IS” AND IN ITS PRESENT CONDITION
      WITH ALL FAULTS, AND THAT ASSIGNOR HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY
      DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS
      OR
      GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED,
      ORAL
      OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT
      TO
      THE STATUS, NATURE, QUALITY OR CONDITION OF THE LEASE OR THE LEASED
      PREMISES.

    


    4.  Indemnification.

    


    (a)  Assignee
      hereby agrees to indemnify, defend and hold harmless Assignor from any and
      all
      costs, liabilities, losses, damages, expenses, liens or claims (including,
      without limitation, reasonable attorneys’ fees and costs) arising out of or
      relating in any way to the Lease except to the extent they arise from any
      failure by Assignor to perform its duties or other obligations under the terms,
      covenants and conditions of the Lease prior to the Effective Date.

    


    (b)  Assignee
      further agrees to protect, indemnify and hold harmless Assignor and its
      officers, employees, representatives, agents, fiduciaries, attorneys, directors,
      shareholders, insurers, predecessors, parents, affiliates, benefit plans,
      successors, heirs and assigns from and against any and all costs, liabilities,
      losses, damages, expenses, liens or claims (including, without limitation,
      reasonable attorneys’ fees and costs) directly or indirectly arising out of or
      attributable to the acts or omissions of Assignee or its agents, contractors,
      servants or employees with respect to Premises or any activities
      thereon.  This indemnity shall survive the termination of the Lease
      and this Agreement.

    


    1.  No
      Partnership.  The relationship of the parties hereto is solely
      that of Assignor and Assignee with respect to the Premises and no joint venture
      or other partnership exists between the parties hereto.  Neither party
      has any fiduciary relationship hereunder to the other.

     

    2.  Notice.  Any
      notices required or permitted to be given hereunder shall be given in writing
      and shall be delivered (a) in person, (b) by certified mail, postage
      prepaid, return receipt requested, (c) by facsimile, or (d) by a
      commercial overnight courier that guarantees next day delivery and provides
      a
      receipt, and such notices shall be addressed as follows:

     

    


    
      	
              If
                to Assignee:

            	
              2501
                North Green Valley Parkway

              Suite
                110

              Henderson,
                Nevada 89120

              Attention:
                Ash Mascarenhas

            
	
              If
                to Assignor:

            	
              1293
                Route 217

              Derry,
                PA 15627

              Attention:  Ralph
                Smith

            


    

    


     

    or
      to
      such other address as either party may from time to time specify in writing
      to
      the other party.  Any notice shall be effective only upon delivery,
      which for any notice given by facsimile shall mean notice, which has been
      received by the party to whom it is sent as evidenced by confirmation
      slip.

     

    1.  Entire
      Agreement.  This Agreement constitutes the entire agreement of the
      parties pertaining to its subject matter and supersedes any prior or
      contemporaneous negotiations, representations, agreements and understandings
      of
      the parties with respect to such matters, whether written or
      oral.  The parties acknowledge that they have not relied on any
      promise, representation or warranty, expressed or implied, not contained in
      this
      Agreement.  Parol evidence will be inadmissible to show agreement by
      and among the parties to any term or condition contrary to or in addition to
      the
      terms and conditions contained in the Agreement.  As between Assignor
      and Assignee, in the event of any conflict or discrepancy between the Lease
      and
      this Agreement, the provisions of this Agreement shall control.

    


    2.  Interpretation;
      Amendment.  In interpreting the language of this Agreement, all
      parties to this Agreement shall be treated as having drafted this Agreement
      after meaningful negotiations.  The language in this Agreement shall
      be construed as to its fair meaning and not strictly for or against either
      party.  This Agreement may be modified only by a writing signed by
      each party.

    


    3.  Attorneys’
      Fees.  If any party hereto fails to perform any of its obligations
      under this Agreement or if a dispute arises between the parties hereto
      concerning the meaning or interpretation of any provision of this Agreement,
      and
      an action is filed, the prevailing party in any such action shall be entitled
      to
      recover from the other party, in addition to any other relief that may be
      granted, its court costs and reasonable attorneys’ fees and disbursements,
      including such incurred in connection with any appeal.

    


    4.  Counterparts.  This
      Agreement may be signed in counterparts and all counterparts so executed shall
      constitute one contract, binding on the all parties hereto, even though all
      parties are not signatory to the same counterpart.

    


    5.  Binding
      Effect.  This Agreement shall be binding on and inure to the
      benefit of the parties hereto, their heirs, executors, administrators,
      successors in interest and assigns.

    


    6.  Governing
      Law.  This Agreement is governed by and construed in accordance
      with the laws of the State of Pennsylvania.

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
      year first above written.

    


    
      	
              ASSIGNEE:

              One
                World Energy Corporation

            	
              ASSIGNOR:

              Millwood
                Development, Inc.

            
	
              Ash
                Mascarenhas

            	
              Ralph
                Smith

            
	
              By:           /s/
                Ash Mascarenhas

              Title:
                CEO & Director

            	
              By:      
                /s/ Ralph
                Smith