EXHIBIT 10.3


    
      EXHIBIT
        10.3

       

      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 15, 2001, the Zanoni Family Limited Partnership (“Zanoni”)
        loaned
        Maker $25,000 in exchange for a promissory note in the principal amount of
        $25,000 bearing interest at a rate of 11% per annum (“March
        2001 Note”).
        

      


      WHEREAS,
        on June 18, 2001, Zanoni loaned Maker $15,000 in exchange for a promissory
        note
        in the principal amount of $15,000 bearing interest at a rate of 11% per
        annum
        (“June
        2001 Note”)
        (the
        March 2001 Note and June 2001 Note are hereinafter collectively referred
        to as
        the “Original
        Notes”).
        

      


      WHEREAS,
        on November 21, 2005, the Original Notes were 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 $45,000 paid to Zanoni.


      


      WHEREAS,
        on November 21, 2005, the assigned and assumed Original Notes were amended
        and
        restated, and combined into a single promissory note with a principal amount
        of
        $59,281 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.
        

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      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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