**Exhibit10.6**

 

**ASSIGNMENT OF JOINT VENTURE INTERESTAND RELEASE OF DEBT**

 

This Assignment of Joint Venture Interest and Releaseof Debt (the “Assignment”) is made as of the 16th day of March,2004, by Zhang Wanquin (“Wanquin”), Li Min (“Min”), Tianjin Weilian, a Chinesecorporation (“Weilian”), and INTAC International, Inc., a Nevada corporation(“INTAC”).

 

WHEREAS, Wanquin, Min and INTAC entered into thatcertain Loan and Interest Pledge Agreement, effective as of September 4, 2003(the “Agreement”) pursuant to which Wanquin and Min borrowed $10,687,500.00Hong Kong Dollars from INTAC in order to set up Weilian to purchase aforty-five percent (45%) interest in a joint venture called Beijing Intac PurunEducational Development Ltd. (“Beijing Joint Venture”); and

 

WHEREAS, pursuant to the Agreement, Wanquin and Mingranted a security interest in and to the forty-five percent (45%) interest inthe Beijing Joint Venture in favor of INTAC;

 

WHEREAS, pursuant to the Agreement, Wanquin and Minfurther agreed to assign and transfer, or cause Weilian to assign and transferthe forty-five percent (45%) interest in and to the Beijing Joint Venture toINTAC upon the occurrence of certain conditions; and

 

WHEREAS, the parties acknowledge and agree that thosecertain conditions have been satisfied, and the parties have delivered andreceived all proper notices required under the Agreement; and

 

WHEREAS, the parties agree that INTAC is now entitledto receive such assignment and transfer.

 

NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutualpromises herein, and for other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, Wanquin, Min, Weilian, INTAC andBeijing Joint Venture agree as follows:

 

1.             Assignment.  Wanquin, Min and Weilian, for themselves,their successors, affiliates and assigns (together, the “Assignors”), dohereby, TRANSFER, ASSIGN AND CONVEY unto INTAC (“Assignee”) the followingdescribed right, title and interest (the “Assigned Interest”) in and to BeijingJoint Venture.  The Assigned Interestincludes and extends to:

 

(a)                                  allof the Assignors’ interest held in the Beijing Joint Venture;

(b)                                 allof the Assignors’ rights to capital accounts, distributions and/or allocationsof cash property and income relating to the Assigned Interest; and

(c)                                  allof the Assignors’ rights to participate in management, if any, and to vote withregard to Beijing Joint Venture affairs relating to the Assigned Interest.

 

2.             Consent.  The Beijing Joint Venture is executing thisAssignment on behalf of itself and its members in order to consent to theassignment as not being in violation of any law, term or provision.

 

3.             Counterparts.  This Assignment may be executed in severalcounterparts, each of which will be deemed an original, but all of which willconstitute one and the same instrument. In making proof hereof, however, it will be necessary to produce onlyone copy hereof or fax copy of the executed original signed by the party to becharged.

 

1

----

 

4.             Representationsand Warranties.  The Assignorsrepresent and warrant that Weilian is the record owner of the AssignedInterest; and: (i) the Assigned Interest is free and clear of all securityinterests, pledges, liens, claims, options, commitments, demands, charges,encumbrances, or covenants of any kind other than the Agreement, (ii) Weilianhas full legal power, right and authority, to sell, transfer and deliver goodand valid title to the Assigned Interest free and clear of any encumbrancespursuant to the terms of this Assignment, (iii) there are no existingimpediments to the transfer of the Assigned Interest, (iv) upon acquiring theAssigned Interest, INTAC shall be vested with good and marketable title to theAssigned Interest, and (v) the transfer of the Assigned Interest ascontemplated herein will not result in the violation of any term or provisionof the Beijing Joint Venture and will not violate any state, federal,international or other law.

 

5.             Indemnification.  Assignors shall defend, indemnify and holdharmless the Assignee against and from any and all liability, claims, charges,expenses, suits and proceedings for or in connection with (i) the ownership ortransfer by Assignors of the Assigned Interest; and/or (ii) the breach of anyrepresentation and/or warranty in this Assignment.

 

6.             GoverningLaw and Jurisdiction.  ThisAssignment shall be governed by and enforced in accordance with the laws of theState of Texas, and sole and exclusive jurisdiction and venue for resolution ofany dispute hereunder is and shall be the state and/or federal courts of DallasCounty, Texas.

 

7.             Successorsand Assigns.  This Assignment shallbe binding upon and shall inure to the benefit of the parties hereto and theirrespective successors and assigns.

 

8.             Releaseof Debt.  INTAC hereby releases andforever discharges Wanquin and Min and/or Weilian, as the case may be, from anyobligation they may have to repay the HKD $10,687,500.00 loaned pursuant to theAgreement.

 

9.             AssignorReleases.  Each of Wanquin, Min andWeilian (each individually a “***Releasor***” and, collectively, “***Releasors***”), for good and valuableconsideration, the receipt and sufficiency of which is hereby acknowledged andintending to be legally bound, in order to induce INTAC to enter into thisAssignment, hereby release and forever discharge INTAC, the Beijing JointVenture and all of their representatives, affiliates, stockholders, agents,partners, controlling persons, subsidiaries, successors and assigns(individually, a “***Releasee***”and collectively, “***Releasees***”)from any and all claims, demands, proceedings, actions, orders, obligations,contracts, agreements, debts and liabilities whatsoever, whether known orunknown, suspected or unsuspected, both at law and in equity, which theReleasors now have, have ever had or may hereafter have against the respectiveReleasee arising contemporaneously with or prior to the execution of thisAssignment or on account of or arising out of any matter, cause or eventoccurring contemporaneously with or prior to the execution of this Assignment; *provided*,*however*,that nothing contained herein shall operate to release any obligations arisingunder this Assignment.

 

IN WITNESS WHEREOF, thisAssignment of Joint Venture Interest and Release of Debt is executed asfollows:

 
| ASSIGNORS: | /s/ Zhang Wanquin |   |
|------------|-------------------|--------|
|       | Zhang Wanquin     |
|       |
|       | /s/ Li Min        |   |
|       | Li Min            |

 

2

----

 
|                   | Tianjin Weilian                                   |
|------------------------|---------------------------------------------------|
|                   |
|                   | By: /s/ Zhang Wanquin                             |   |
|                   | Its: President                                    |
|                   |
| ASSIGNEE:              | INTAC International,  Inc.                        |
|                   |
|                   | By: /s/ Wei Zhou                                  |   |
|                   | Its:  Chief Executive Officer                |
|                   |
| BEIJING JOINT VENTURE: | Beijing Intac Purun  Educational Development Ltd. |
|                   |
|                   | By: /s/ Chen Wang                                 |   |
|                   | Its: General Manager                              |
|                        |                                                   |  |  |  |

 

3

----