ex10_2.htm


    ASSIGNMENT
AND ASSUMPTION ON AGREEMENT AMONG BLUE EARTH SOLUTIONS, INC., DATAMEG
CORPORATION, AMERICAN MARKETING & SALES, INC., AND THE PRINCIPAL
SHAREHOLDERS.

    


    This
Assignment and Assumption Agreement is dated as of March 17, 2009 (the
“Agreement”), between Blue Earth Solutions, Inc., a Nevada corporation (“Buyer”
or “Blue Earth”), Datameg Corporation, a Delaware corporation (“Datameg” or
“Seller” or “Parent Maker”), American Marketing & Sales, Inc., a
Massachusetts corporation (the “Company” or “American Marketing”) and Leonard J.
Tocci, Lynel J. Tocci, Leanne J. Whitney, and Linnea J. Clary. Leonard J. Tocci
(collectively, the “Principal Shareholders”).  This Assignment and
Assumption Agreement is entered into on the basis of the following facts,
understandings and intentions of the parties.

    


    RECITALS

    


    A. On
November 28, 2007,  Datameg Corporation, a Delaware corporation
(“Datameg”), American Marketing & Sales, Inc., a Massachusetts corporation
(the “Company”) and Leonard J. Tocci, as the duly authorized representative of
the Principal Shareholders, entered into a Secured Promissory Note (the “Note”),
a true and correct copy of which is attached hereto as Exhibit A. The Note was
entered into as part of the purchase agreements and as consideration for
Datameg’s purchase of all of the outstanding stock of the Company.

    


    B. As of
December 31, 2008, the amount of additional principal cash loans made by the
Company to Datameg or its subsidiaries is $1,178,000 with interest due in the
amount of $240,000, bring the total amount due on the Note as of December 31,
2008 to $1,418,000.

    


    C. In
addition to the Security mentioned in the Note, Datameg secured further cash
loans from the Company by delivering to the Principal Shareholders’ attorney the
stock certificate, stock power and  UCC-1 filing representing its
ownership of all of the outstanding shares of Datameg’s wholly owed subsidiary,
NetSymphony Corporation.

    


    D. The
term of the Note ends on November 28, 2009 as does that certain Maker and
Holder’s Election as defined in the Note.

    


    E.
Pursuant to a Stock Purchase Agreement of even date herewith, Buyer seeks to
purchase the Company from Seller, in part by assumption of the Note, which
assumption requires the consent of Leonard J. Tocci as representative of the
Principal Shareholders. Buyer and Seller are each willing to compensate the
Principal Shareholders for consenting to: (1) the sale, (2) the assumption, (3)
an extension of the Note term for one year, (4) the release of the Security
interest in NetSymphony stock, (5) the continuation of the 60 day acceleration
provision for payment of the Note and (6) the election to the Principal
Shareholders to receive, for now, cash payment for principal and interest due on
the Note subject to Principal Shareholders right to convert said amounts to
Buyer’s commons shares at their subsequent election.

    


    F.  Upon
transfer of ownership of the Company to Buyer, Seller shall assign and Buyer
shall assume all of Seller’s rights, interest and obligations set forth in Note
and give UCC-1 and other notice of the Principal Shareholders’ continuing rights
in the Note Security less NetSymphony Corporation’s stock
certificate.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    NOW
THEREFORE, AND SUBJECT TO THE CLOSING of the sale of the Company pursuant to the
Stock Purchase Agreement (the “Closing”), the Parties agree as
follows:

    


    1.
Consideration.  In consideration of this Agreement and at the Closing,
Datameg shall deliver to the Principal Shareholders from escrow 15 million
Datameg common shares now held under the terms of the Note and Buyer shall
deliver to the Principal Shareholders 400,000 (restricted with piggy-back
registration rights) common shares of Buyer’s common shares.

    


    2.
Assignment and Assumption. Seller, the Parent Maker, assigns and Buyer assumes
the rights, interest and obligations of the Seller set forth in the Note and,
except as otherwise provided herein, agrees to be bound by each and all of the
terms and provisions of the Note as though the Note had originally been made,
executed and delivered by Buyer.

    


    3.
Consents and Releases. The Principal Shareholders consent to the sale of the
Company by Seller to Buyer under the terms of the Stock Purchase Agreement. The
Principal Shareholders consent to the assignment to Buyer of the Note, and
hereby release Seller from all obligations thereunder. The Principal
Shareholders hereby release their Security interest in NetSymphony stock for
payment of the Note and shall take all reasonable steps to return said stock to
Datameg from escrow and give notice of said release in a UCC-1
filing.

    .

    4.
Amendments to the Note.

    


    
      	
               
      

            	
              a.

            	
              The
      term of the Note is extended to November 28,
  2010.

            


    

    
      	
               
      

            	
              b.

            	
              The
      Holder of the Note shall have the right to immediate payment of all
      amounts due on the Note on 60 days written notice. Exercise of this right
      shall not be stayed pending
Closing.

            


    

    
      	
               
      

            	
              c.

            	
              The
      election provisions of the Note notwithstanding, the Principal
      Shareholders shall be paid in cash for all amounts due them under the
      Note.

            


    

    
      	
               
      

            	
              d.

            	
              From
      time to time, the Shareholders shall have the right, in whole or in part,
      to convert amounts then due on the Note to Buyer’s common shares at a
      price of Six Dollars ($6.00) per
share.

            


    

    
      	
               
      

            	
              e.

            	
              Post
      closing, the American Marketing shall be considered to have two operating
      divisions: the  “Base Division” and the “Synergy
      Division.”  The term “Base Division” means American Marketings’
      operations attributable to its pre-closing customers plus increased
      operations attributable to its post-closing future customers other than
      its post closing future customers directly secured by Blue Earth for
      American Marketing. The term “Synergy Division” means American Marketings’
      operations attributable to post closing future customers directly secured
      by Blue Earth for American Marketing. Subject to American Marketings’
      overall operating capital needs, Blue Earth shall be entitled to withdraw
      from time to time excess operating capital attributable to the Synergy
      Division. At all times, operating capital for the Base Division shall
      remain as part of the security for payment of the Note. American Marketing
      shall maintain only such additional records as reasonably required to
      compute excess operating capital attributable to the Synergy
      Division.

            


    

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    5.
Buyer’s Notice of Security for Note. Buyer shall give UCC-1 and other notice of
the Principal Shareholders’ continuing rights in the Note Security less
NetSymphony Corporation’s stock certificate.

    


    6.
Successors and Assigns. 'I'his Agreement applies to, inures to the benefit of
and binds all Parties of this Agreement and their respective successors, assigns
and legal representatives.

    


    7. Entire
Agreement. This Agreement constitutes the entire agreement of the Parties with
respect to the rights and obligations described in this Agreement and supersedes
all prior agreements or understandings, whether oral or written.

    


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

    
      


      
        
          	
                  ASSIGNOR
      and PARENT MAKER:

                  Datameg
      Corporation

                   

                   

                   

                  By:
      /s/ James
      Murphy

                         James
      Murphy, President and CEO

                	
                  ASSIGNEE:

                  Blue
      Earth Solutions, Inc.

                   

                   

                   

                  By:
      /s/ Paul
      Slusarczyk

                         Paul
      Sluarczyk, President

                
	 
      	 
      
	
                  THE
      COMPANY:

                  American
      Marketing & Sales, Inc.

                   

                   

                  By:
      /s/ Leonard J.
      Tocci

                         Leonard
      J. Tocci, President

                	
                        
                    HOLDERS’
      CONSENT TO ASSIGNMENT:

                  

                  Principal
      Shareholders

                   

                   

                  By:
      /s/ Leonard J.
      Tocci

                         Leonard
      J. Tocci, as their
Representative