Exhibit 10.4




ASSIGNMENT AND ASSUMPTION OF LEASE





THIS ASSIGNMENT AND ASSUMPTION OF LEASE is made and entered into as of the 28 day of March, 2011 by and between YTB International, Inc., (Assignor”) and Wood River Capital, LLC (the “Assignee”).





RECITALS





A.           Assignor, as Seller, and Assignee, as Purchaser, have entered into that certain Purchase Agreement dated March 18, 2011, as amended (the “Agreement”) for the sale of the real property and improvements legally described on Exhibit A attached hereto and incorporated herein by this reference (the “Property”).




B.            Pursuant to the Agreement, Assignor has agreed to assign to Assignee upon the closing of the sale of the Property to Assignee, all of the interest of Assignor in and to the Lease between Assignor and Zeiser Motors, Inc. a Missouri Corporation qualified to conduct business in Illinois (“Zeiser”) dated September 29, 2010 (the “Lease”).





C.           Assignor desires to assign the Lease to Assignee and Assignee desires to assume the Lease upon the terms set forth in this Assignment.





AGREEMENT





NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:





1.           Assignor does hereby assign to Assignee all of the interest of Assignor as landlord under the Lease, including (a) the right to receive the payment of rent by Zeiser and its successors, assigns and approved subtenants from and after the date of this Assignment, through the term of said lease, including extensions; and (b) the right to receive the payment of an additional amount from Zeiser for its prorate share of taxes and insurance, all as set forth in Section Three (3) of said lease, and such payments hereafter to be made directly by Zeiser as Tenant to Wood River Capital, LLC. as Assignee.





2.           Assignee does hereby assume and agree to (i) be bound by Lease including all rights and liabilities as landlord thereunder from and after the date and time of this Assignment, and (ii) perform all duties and obligations as landlord under the Lease from and after the date of this Assignment.





3.           Assignor hereby indemnifies, defends and holds Assignee and its heirs, personal representatives and assigns, and the agents, partners, officers and employees of each of them, and their respective heirs, personal representatives, successors and assigns, harmless from and against any and all rights, demands, claims, actions, causes of action, liabilities, losses, damages, costs and expenses, including, without limitation, attorneys’ fees, arising out of the Lease or the possession and occupancy of the Property by Zeiser that accrue on or before the date and time of this Assignment.





4.           Assignor hereby indemnifies, defends and holds Assignee and its heirs, personal representatives and assigns, and the agents, partners, officers and employees of each of them, and their respective heirs, personal representatives, successors and assigns, harmless from and against any and all rights, demands, claims, actions, causes of action, liabilities, losses, damages, costs and expenses, including, without limitation, attorneys’ fees, arising out of the Lease or the possession and occupancy of the Property by Zeiser (and by any other subsequent tenant or subtenant under the Lease) that accrue after the date and time of this Assignment.




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5.           All notices which may or must be given in connection with this Assignment shall be in writing and given to the parties at the following notice addresses and fax numbers.  All such notices shall be deemed given upon receipt if delivered by courier or overnight nationally recognized express mail service or sent by facsimile transmission, or upon deposit into the United States mail, if sent by certified mail, postage prepaid, return receipt requested, or to such other address as either party hereto may direct in accordance with the provisions hereof:




Assignor:

Assignee:YTB International, Inc.

Wood River Capital, LLC.1901 East Edwardsville Rd.

505 West Vine St., Suite 301Wood River, IL 62095

Kissimmee, FL 34741




If notice is sent to Assignee, copy should also be sent as described above to: D. Lakhani, Attorney, 8304 S. Kelly Dr., Woodridge, Illinois 60517.





6.           This Assignment shall be governed by Illinois law without regard to its conflicts of law rules.  If any term or provision of this Assignment shall be unlawful, then such term or provision shall be null and void, but the remainder of this Assignment shall remain in full force and effect and be binding on both Assignor and Assignee.  This Assignment constitutes the entire understanding and agreement between the parties with respect to the subject matter contained herein and may not be amended, supplemented, or modified except by a writing executed by both of the parties hereto.  This Assignment shall be binding upon the parties hereto and their respective heirs, personal representatives, successors and assigns.  In the event of any enforcement of the terms of this Assignment by either party hereto, the prevailing party in such litigation shall be entitled to its reasonable attorneys’ fees in connection with such enforcement action.





7.           This Assignment may be executed in two or more counterparts each of which shall be deemed to be an original but all of which shall constitute one and the same instrument.  It shall not be necessary for every party hereto to sign each counterpart but only that each party shall sign at least one such counterpart. Faxed and/or digital copies of signature or this Agreement shall have same effect as original signature and/or Agreement.














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IN WITNESS WHEREOF, the parties have executed this Assignment of the date first above written.




ASSIGNOR:
YTB International, Inc.By:
/s/ Robert Van PattenPrinted Name:  Robert Van PattenTitle: CEO
  ASSIGNEE:
Wood River Capital, LLC.By:
/s/ Kanaiyalal J. HathiPrinted Name: Kanaiyalal J. Hathi, Manager





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Zeiser Motor, Inc. a Missouri Corporation, (“Zeiser”) qualified to conduct business in Illinois and lessee in that certain September 29, 2010 lease agreement (the “Lease”) with YTB International, Inc and attached herewith hereby approves and agrees to the above assignment and further represents and agrees as follows:





(a) Beginning April 1, 2011, Zeiser shall pay and monthly on or before the first day of each month deposit rent, additional rent and/or such other payments as and when they shall become due and payable to Landlord pursuant to the terms of the Lease by direct electronic deposit to following bank account of the Landlord until otherwise notified in writing:





J P Morgan Chase Bank


Bank ABA Number: 071000013


Account number: 958097156


Account Beneficiary: Wood River Capital LLC





Zeiser represents that the undersigned agent has authority to execute this Assignment and Assumption of Lease and deliver it on its behalf to the Landlord/Assignee.


Zeiser Motors, Inc./s/ David Zeiser, President


Date: March 28, 2011Its Authorized Agent:Print Name: David Zeiser