Unassociated Document


     

    
      Exhibit
        10.05

      


      Assignment
        and Bill of Sale

      


      This
        Assignment and Bill of Sale is made as of the close of business on the
        30th
        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.

      


      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. 

       

      
        
          
          

        

        
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      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.

       

      
        
          
          

        

        
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      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 MANAGEMENT
	 
 	 
 	 
 
	 	By:  	/s/ Murray Stahl . 
	 	
                
                  

                

              
	 	
                Murray
                  Stahl,
                  CEO

              



        	 	 	 
	 	FROMEX EQUITY CORP.
	 
 	 
 	 
 
	 	By:  	/s/ Steven Bregman .
	 	
                
                  

                

              
	 	
                Steven
                  Bregman,
                  President

              


      

       

      
        
          
          

        

        
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