**Fromex
        Equity Corp.**
 **Notes
        To Financial Statements**


**Exhibit
      10.05**





**Assignment
      and Bill of Sale**





This
      Assignment and Bill of Sale is made as of the close of business on the
      30 th day of
      April 2007 between Horizon Asset Management, Inc. (herein “Horizon” or “Seller”)
      and Fromex Equity Corp., a Delaware corporation (herein “Fromex” or
“Purchaser”).




WITNESSETH


**WHEREAS:**





A.
            Horizon
                has a 45% general partner interest in the Protostar Fund, LP, a hedge
                fund
                with a domestic portion (a Delaware limited partnership) and an offshore
                portion (an exempted company incorporated pursuant to the Companies
                Law of
                the Caymen Islands), and Horizon is the investment manager for the
                fund.





B.
            Horizon
                is herewith assigning to Fromex a one-third (33.33%) share of the
                amounts
                (herein “Cash Revenues”) Horizon will hereafter receive in cash by reason
                of its general partner and investment manager interests in Protostar
                Fund.




C.
            The
                Purchase Price is $72,000 payable as set forth
                below.




**NOW
      THEREFORE** ,
      in
      consideration of the premises and the payment to Horizon of $72,000 on or before
      May 31, 2007 the **Seller
      does hereby sell, assign and transfer to the Purchaser, its successors and
      assigns** One
      Third
      (33.33%) of said Cash Revenues and it is hereby agreed between the parties
      as
      follows:





1.  **Term** .
      Fromex’s shares of the Cash Revenues shall be in effect on the date hereof and
      continue in effect in perpetuity so long as Horizon, or its successors and
      assigns, receive revenues, in cash, from the Protostar Fund.







**Fromex
        Equity Corp.**
 **Notes
        To Financial Statements**


2.  **Payment.** Horizon
      shall pay to Fromex in perpetuity one-third (33 1/3%) percent of the Cash
      Revenues that Horizon, or its successors and assigns, receives from Protostar
      Fund so long as such Cash Revenues are paid to Horizon. Said one-third share
      shall be based only on the cash actually received by Horizon from Protostar
      in
      each three (3) month period beginning May 1, 2007. The payment of such share
      shall be made at the close of the month following the end of each three month
      period (the first period is four months) ending on the last days of February,
      May, August and November of each year, less any advances, which Horizon shall
      have made to Fromex on account thereof.





3.   **Arbitration
      and Choice of Laws** .
      The
      laws of the State of New York shall govern this Agreement, without regard to
      the
      conflict of laws principles thereof. The parties irrevocably agree that all
      disagreements or controversies in any way, manner or respect, arising out of
      or
      related to this Agreement shall be resolved by binding arbitration in New York
      City in accordance with the Rules of the American Arbitration Association.
      Each
      party hereby consents and submits to the jurisdiction of the American
      Arbitration Association and hereby waives any rights the party may have to
      transfer or change the venue of any such dispute. The prevailing party in any
      arbitration in connection with this Agreement shall be entitled to recover
      from
      the other party all costs and expenses, including without limitation reasonable
      fees of attorneys and paralegals, incurred by such party in connection with
      any
      such arbitration or court proceeding to enforce the award made in the
      arbitration proceeding. Each party consents to the jurisdiction of the Supreme
      Court of the State of New York, County of New York to enforce any such
      arbitration result.







**Fromex
        Equity Corp.**
 **Notes
        To Financial Statements**


4.   **Further
      Assurances** .
      The
      parties shall execute and deliver such further instruments and do such further
      acts and things as may be required in good faith to carry out the intent and
      purpose of this Agreement.





5.  **Binding
      on Successors** .
      This
      Agreement shall be binding on, and inure to the benefit of, the parties hereto,
      their successors and assigns.





6.  **Severability** .
      If any
      provision of this Agreement or its application to any circumstance shall be
      finally determined by any court of competent jurisdiction to be invalid or
      unenforceable then the same is hereby declared to be severable and the remainder
      of this Agreement and the application of such provisions or circumstances other
      than so determined to be invalid or unenforceable shall not be affected
      hereby.





7.  **Effect
      of Waiver or Consent** .
      A
      waiver or consent, express or implied, to or of any breach or default by any
      party in the performance by that party of its obligations hereunder is not
      a
      consent or waiver to or of any other breach or default in the performance by
      that party of the same or any other obligations of that party. Failure on the
      part of a party to complain of any act or omission or to declare any party
      in
      default hereunder, irrespective of how long that failure continues, does not
      constitute a waiver by that party of its rights with respect to that
      default.







**Fromex
        Equity Corp.**
 **Notes
        To Financial Statements**


8.  **Supersedes
      Prior Agreement** . This
      Agreement shall supersede any prior agreement or understanding made by the
      parties prior to the date hereof and constitutes the entire agreement between
      the parties with respect to the subject matter. This Agreement is not intended
      to confer upon any person other than the parties hereto any rights or remedies
      hereunder.





**IN
      WITNESS WHEREOF** ,
      the
      parties hereto have caused this Assignment and Agreement to be executed as
      of
      the date first above written.




HORIZON
                ASSET MANAGEMENTBy
            /s/
              Murray Stahl .Murray
              Stahl, CEO FROMEX
                EQUITY CORP.By
            /s/
              Steven Bregman .Steven
              Bregman,
              President