EXHIBIT 10.2


    EXHIBIT
      10.2

    
 ASSIGNMENT
      AND ASSUMPTION AGREEMENT

    


     

    This
      ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”),
      dated
      as of May 18, 2006, is between and among W.B. Capital Group, Inc. (“Assignor”),
      the
      assignees set forth on Exhibit
      B
      attached
      hereto (“Assignees”),
      and
      WT Holdings Corporation (“Maker”),
      formerly known as Fortune Entertainment Corporation.

    


    WHEREAS,
      on March 28, 2002, Maker entered into a loan agreement with Andrew Kaneb, an
      individual non-affiliate of the Maker (“Kaneb”),
      pursuant to which Kaneb loaned a principal amount of $30,000 to the Maker,
      with
      an interest rate of 5% per annum (the “Original
      Note”).
      

    


    WHEREAS,
      on July 1, 2002, the Original Note was extended for an additional six months
      with an interest rate of 20% per annum. 

    


    WHEREAS,
      on November 21, 2005, the Original Note was assigned to and assumed by W.B.
      Capital Group, a non-affiliate of the Maker, pursuant to an Assignment and
      Assumption Agreement, for cash consideration of $35,000 paid to Kaneb.


    


    WHEREAS,
      on November 21, 2005, the assigned and assumed Original Note was amended and
      restated, in the form of a promissory note with a principal amount of $44,256.00
      bearing interest at a rate of 5% per annum (“First
      Amended and Restated Note”).
      

    


    WHEREAS,
      each of the Assignees are non-affiliates of the Maker. 

    


    WHEREAS,
      each of the Assignees desire to assume all of Assignor’s interest in the First
      Amended and Restated Note, and the Maker and Assignees desire to amend and
      restate the First Amended and Restated Note as separate notes for each of the
      Assignees, substantially in the form attached as Exhibit
      A
      hereto
      (the First Amended and Restated Note, as so amended, are referred to as the
      “Second
      Amended and Restated Notes”).
      

    


    WHEREAS,
      the Maker has agreed to such assignment and assumption and to perform its
      obligations under the Second Amended and Restated Notes, including but not
      limited to the making of payments due thereunder.

    


    NOW,
      THEREFORE, for and in consideration of the mutual premises contained herein
      and
      for other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, the parties hereto agree as follows:

    


    1.    
      Assignment
      by Assignor.
      Assignor hereby sells, assigns, transfers, conveys and delivers to the
      Assignees, their successors and permitted assigns, 100% of all of Assignor’s
      right, title and interest in, to and under the First Amended and Restated Note,
      including all of Assignor’s right to receive payment on the principal amount and
      interest due thereon as of the date the assignment and assumption provided
      for
      herein becomes effective, to have and to hold the same unto Assignee, its
      successors and permitted assigns, forever.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.    
      Assumption
      by Assignee.
      The
      Assignees hereby assume from Assignor 100% of Assignor’s right, title and
      interest in, to and under the First Amended and Restated Note in the proportions
      allocated and set forth on Exhibit
      B,
      including all of Assignor’s right to receive payment on the applicable portion
      of the principal amount and interest due thereon as of the date the assignment
      and assumption provided for herein becomes effective, to
      have
      and to hold the same unto Assignee, its successors and permitted assigns,
      forever. 

     

    3.    
      Conditions.
      As a
      condition to the assignment and assumption:

    


    (a)    
      Assignor
      and Assignees agree to waive any and all defaults under the First Amended and
      Restated Note, and the maturity date shall be extended to July 20, 2006;
      and

     

    (b)    
      Maker
      and
      Assignees agree that (i) the First Amended and Restated Note shall be amended,
      substantially in the form of the attached Second Amended and Restated Note,
      so
      as to permit the Assignees to convert such notes at their option into common
      stock of the Maker, and (ii) 100% of the obligations under the First Amended
      and
      Restated Note in the form of principal and interest (with equal proportion
      with
      respect to principal and interest) shall be subdivided and represented by four
      separate notes, convertible into common stock of the Maker, as set forth on
      Exhibit
      B
      attached
      hereto. 

    


    4.    
      Binding
      Effect, Benefits.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and permitted assigns; nothing in this
      Agreement, expressed or implied, is intended to confer on any other person,
      other than the parties hereto or their respective successors and permitted
      assigns, any rights, remedies, obligations or liabilities under or by reason
      of
      this Agreement. 

     

    5.    
      Effective
      Date.
      The
      assignment and assumption of 100% of Assignor’s interest in the First Amended
      and Restated Note to Assignees as provided for herein shall take effect upon
      the
      execution of this Agreement by all of the parties hereto.

     

    6.    
      Amendments.
      This
      Agreement may not be modified or amended except on the written agreement of
      all
      of the parties hereto evidenced by their execution of such written agreement.
      

    
      
        
        

      

      
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    7.    
      Miscellaneous.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of California. This Agreement may be executed in any number of
      counterparts, each of which shall be deemed to be an original and all of which
      together shall be deemed to be one and the same instrument. In the event that
      any signature is delivered by facsimile transmission, such signature shall
      create a valid and binding obligation of the party executing (or on whose behalf
      such signature is executed) with the same force and effect as if such facsimile
      signature page were an original thereof. Each party hereby agrees to take any
      and all additional actions, including, without limitation, the execution,
      acknowledgement and delivery of any other documents and instruments, as the
      other party may reasonably request in order to effect the assignment and
      assumption contemplated hereby. 

     

    [Signature
      Page Follows]

     

    
      
        
        

      

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

    
       

      
        
          
            	 	 	 
	 	“ASSIGNOR”
	 	 	 
	 	W.B.
                    Capital Group, Inc.
	 
 	 
 	 
 
	 	By:  	/s/ Calvin Wong
	 	
                    

                  
	 	
                    
                      Name:
                        Calvin Wong

                      Title:
                        President

                    

                  


          

           

        

        
          	 	 	 
	 	“MAKER”
	 	 	 
	 	WT
                  HOLDINGS CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/ Ke Huang
	 	
                  

                
	 	
                  Ke
                    Huang

                  Chief
                    Executive Officer

                


        

         

        
          
            	 	 	 
	 	“ASSIGNEES”
	 	 	 
	 	
                    
                      

                    

                  
	 	
                    Name
                      of Assignee

                  
	 	 
	 	
                    

                  
	 	Authorized
                    Representative
	 	 
	 	
                    

                  
	 	Title
	 	 
	 	
                    

                  
	 	Signature
	 	      
                    	 


          

           

          
            
              
              

            

            
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