Exhibit
      10.1

     

    ASSIGNMENT
      AND ASSUMPTION AGREEMENT

     

    THIS
      ASSIGNMENT AND ASSUMPTION AGREEMENT
      (the
“Agreement”)
      is
      made and entered into as of August ___, 2005 by and among CLAYTON,
      DUNNING GROUP, INC., a
      Florida
      corporation, CLAYTON
      DUNNING GROUP, INC.,
      (Formerly, Phelps Engineered Plastics Corp.), a Nevada corporation, and
CORNELL
      CAPITAL PARTNERS, LP,
      a
      Delaware limited partnership. 

     

    RECITALS

     

    WHEREAS,
      Cornell
      Capital Partners, LP (“Cornell”)
      and
      Clayton, Dunning Group, Inc. (“Clayton
      Florida”)
      entered into a securities purchase agreement on December 22, 2004 and amended
      on
      June 3, 2005, (“Securities
      Purchase Agreement”)
      pursuant to which Clayton Florida has issued and sold to Cornell, and Cornell
      has purchased secured convertible debentures (the “Convertible
      Debentures”)
      in the
      principal amount of $1,075,000. In connection with and contemporaneously with
      the Securities Purchase Agreement Cornell and Clayton Florida entered into
      an
      investor registration rights agreement (“Registration
      Rights Agreement”),
      and
      Clayton Florida, Cornell, and David Gonzalez, Esq. entered into an escrow
      agreement (the “Escrow
      Agreement”)
      (the
      Securities Purchase Agreement, Convertible Debentures, Registration Rights
      Agreement, and Escrow Agreement are collectively referred to as the
“Transaction
      Documents”).
      The
      obligations of Clayton Florida under the Transaction Documents are secured
      by a
      security agreement between Clayton Florida and Cornell (the “Security
      Agreement”),
      a
      security agreement between Cornell and Clayton, Dunning and Company, Inc.,
      a
      wholly owned subsidiary of Clayton Florida (the “Subsidiary
      Security Agreement”),
      and a
      pledge and escrow agreement among Cornell, Clayton Florida and the Pledgors
      (as
      defined therein) (the “Pledge
      Agreement”).
      

    


    WHEREAS,
      in July
      2005, Phelps Engineered Plastics Corp., a Nevada corporation (“Phelps”)
      acquired all the capital stock of Clayton Florida. Subsequent to the
      acquisition, Phelps changed its name to Clayton Dunning Group, Inc.
      (“Clayton
      Dunning”)
      and
      Clayton Florida became a wholly owned subsidiary of Clayton Dunning. On the
      date
      hereof, Clayton Dunning is assuming all the rights and obligations of Clayton
      Florida pursuant to the Transaction Documents and Clayton Florida is guarantying
      all the obligations that Clayton Dunning owes to Cornell by virtue of such
      assignment. 

     

    TERMS
      AND CONDITIONS

     

    Clayton
      Florida, as of the date hereof, for and in consideration of the assumption
      by
      Clayton Dunning of
      all
      rights and obligations of the Clayton Florida pursuant to the Transaction
      Documents and other agreements executed or delivered in connection therewith,
      including, without limitation, the Convertible Debentures in the principal
      amount of $1,075,000 (collectively, the “Rights
      and Obligations”),
      and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged and confessed, has:

     

    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

       

    

    GRANTED,
      SOLD, ASSIGNED, TRANSFERRED, CONVEYED and DELIVERED
      and does
      by these presents GRANT,
      SELL, ASSIGN, TRANSFER, CONVEY and DELIVER
      unto
      Clayton Dunning, all right, title and interest of Clayton Florida in and to
      the
      Rights and Obligations. Clayton Florida shall not be released from any of the
      Rights and Obligations owed to Cornell under the Transaction
      Documents.

     

    TO
      HAVE AND TO HOLD,
      the
      Rights and Obligations and all such other property as is hereinabove described
      unto Clayton Dunning and Clayton Dunning’s successors, legal representatives and
      assigns, forever.

     

    AND
      Clayton
      Florida does covenant to and with Clayton Dunning that it is the lawful owner
      of
      the rights contained in the Rights and Obligations, that they are free from
      all
      liens and encumbrances, that it has good right to sell the same, that it will
      defend the same from the claims of all others, and that it has not previously
      assigned, conveyed or transferred any Rights and Obligations.

     

    Within
      five (5) business days after Clayton Dunning’s request, Clayton Florida shall
      execute and deliver to Clayton Dunning or any designee of Clayton Dunning any
      and all such further documents as Clayton Dunning may reasonably require to
      effectuate the transfer, assignment and conveyance contemplated hereby,
      including without limitation, any and all documents required by any governmental
      entity, Cornell, or any third party.

     

    By
      its
      execution hereof, Clayton Dunning hereby accepts the transfer, assignment and
      conveyance of the Rights and Obligations and expressly assumes all of the Rights
      and Obligations as if Clayton Dunning had been the original signatory to the
      Transaction Documents and all agreements executed or delivered in connection
      therewith. 

     

    All
      of
      the covenants, terms and conditions set forth herein shall be binding upon,
      and
      inure to the benefit of, the parties hereto, and their respective successors,
      personal and legal representatives, heirs, devisees and assigns. 

     

    SIGNATURE
      PAGE TO FOLLOW

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have duly executed this Assignment and Assumption Agreement
      as of
      the date first above written. 

     

    
      	 	 	 
	 	
              Clayton,
                Dunning Group, Inc.

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	
              Name: Robert
                Lau

            
	 	
              Title: Chief
                Executive Officer

            


    

    
      	 	 	 
	 	 	 
	 	
              Clayton
                Dunning Group, Inc.

            
	 	
              (Formerly,
                Phelps
                Engineered Plastics Corp.)

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	
              Name: Robert
                Lau

            
	 	
              Title: Chief
                Executive Officer

            


    

     

     

    
      	
              Cornell
                Capital Partners, LP

            	 	 
	 	 	 
	
              By: Yorkville
                Advisors, LLC

            	 	 
	
              Its:
                 General
                Partner

            	 	 
	 	 	 


    

    
      	
               

               

            	 	 
	By:	 	 
	
              

            	 	 
	
              Name: Mark
                Angelo

              Title: Portfolio
                Manager

            	 	 


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    WHEREAS,
      Cornell
      Capital Partners, LP (“Cornell”)
      and
      Clayton, Dunning Group, Inc. (“Clayton
      Florida”)
      entered into a securities purchase agreement on December 22, 2004 and amended
      on
      June 3, 2005, (“Securities
      Purchase Agreement”)
      pursuant to which Clayton Florida has issued and sold to Cornell, and Cornell
      has purchased secured convertible debentures (the “Convertible
      Debentures”)
      in the
      principal amount of $1,075,000. In connection with and contemporaneously with
      the Securities Purchase Agreement Cornell and Clayton Florida entered into
      an
      investor registration rights agreement (“Registration
      Rights Agreement”),
      and
      Clayton Florida, Cornell, and David Gonzalez, Esq. entered into an escrow
      agreement (the “Escrow
      Agreement”).
      DEFINE
      TRANSACTION DOCS
      The
      obligation of Clayton Florida under the Convertible Debentures are secured
      by a
      security agreement between Clayton Florida and Cornell (the “Security
      Agreement”),
      a
      security agreement between Cornell and Clayton, Dunning and Company, Inc.,
      a
      wholly owned subsidiary of Clayton Florida (the “Subsidiary
      Security Agreement”),
      and a
      pledge and escrow agreement among Cornell, Clayton Florida and the Pledgors
      (as
      defined therein) (the “Pledge
      Agreement”).
      

    


    WHEREAS,
      in July
      2005, Phelps Engineered Plastics Corp., a Nevada corporation (“Phelps”),
      acquired all the capital stock of Clayton Florida. Subsequent to the
      acquisition, Phelps changed its name to Clayton Dunning Group, Inc.
      (“Clayton
      Dunning”)
      and
      Clayton Florida became a wholly owned subsidiary of Clayton Dunning. On the
      date
      hereof, Clayton Dunning assumed all the rights and obligations of Clayton
      Florida pursuant to the Transaction Documents and Clayton Florida agreed to
      guaranty all the obligations that Clayton Dunning owes to Cornell by virtue
      of
      such assignment. 

     

     

    
      
         

      

        4