Exhibit 10.3


 


ASSIGNMENT AND ASSUMPTION AGREEMENT


 


This ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Assignment”) is made
effective this January 16, 2004, by and between Centiv, Inc., a Delaware
corporation (the “Assignee”) and Beijing Multimedia Limited, Inc., a
corporation organized under the laws of the British Virgin Islands
(“Assignor”).


 


WHEREAS, pursuant to that certain Stock Purchase Agreement dated
December 27, 2003, a copy of which is attached hereto as Exhibit “A” (the
“Purchase Agreement”), Assignor owns or has the obligation to assume and
satisfy certain executor contracts and agreements to issue derivative
securities more fully described in Exhibit “B” and “C” attached hereto (the
“Pioneer Agreement” and “Pioneer Options”, respectively).


 


NOW, THEREFORE, in consideration for Ten Dollars (US$10) and other good
and valuable consideration, when executed below by an authorized officer of
Assignee and Assignor, this Assignment will set out the understanding and
agreement regarding the assignment collectively, the assumption of the Pioneer
Agreements and the Pioneer Options are referred to herein as assumption of the
Assumed Obligations by Assignee as follows:


 


1.             Acceptance of
Assignment


 


As an inducement for Eagle Treasure Limited, sole shareholder of Assignor,
to enter into the Purchase Agreement, Assignor hereby assigns all of its right,
title, and obligations under the Assumed Obligations, and Assignee hereby
accepts such assignment, effective the date hereof.


 


2.             Assumption of Duties
and Obligations


 


Assignee hereby assumes the performance of all duties and obligations
required of Assignor under or pursuant to the Assumed Obligations, including
but not limited to issuing Assignee’s capital stock pursuant to the Pioneer
Agreements and Pioneer Options.


 


3.             Hold Assignor
Harmless


 


Assignee will hold Assignor harmless from any liability or loss
resulting from non-performance by Assignee in satisfying the Assumed
Obligations in accordance with their respective terms, without adverse impact
to Assignor, its credit report, or reputation among the financial community and
its various business segments.


 


4.             Miscellaneous


 


A.            Authority.   The officers of Assignee and Assignor executing this Assignment
are duly authorized to do so and each party has taken all action required by
law or otherwise to properly and legally execute this Agreement.


 


B.            Notices.   Any notice under this Assignment shall be deemed to have been
sufficiently given if sent by registered or certified mail, postage prepaid,
addressed as follows:


 

















 


	
  To Assignor:

  	
  Beijing Multimedia Limited

  
	
   

  	
  c/o East Asia Corporate Services (BVI) Limited

  
	
   

  	
  East Asia Chambers, P.O. Box 901

  
	
   

  	
  Road Town, Tortola, British Virgin Islands

  
	
   

  	
  Telephone:

  
	
   

  	
  Facsimile:

  
	
   

  	
   

  
	
  To Assignee:

  	
  Centiv, Inc.

  
	
   

  	
  988 Forest Edge Drive

  
	
   

  	
  Vernon Hill, ILL 60061

  
	
   

  	
  Telephone: (847) 876-8300

  
	
   

  	
  Facsimile: (847) 995-1296

  



 


or to any other address which may hereafter be designated by either
party by notice given in such manner. All notices shall be deemed to have been
given as of the date of receipt.


 


C.            Entire Agreement.   This Assignment sets forth the entire
understanding between the parties hereto and no other prior written or oral
statement or agreement shall be recognized or enforced.


 


D.            Severability.   If a court of competent jurisdiction determines
that any clause or provision of this Assignment is invalid, illegal or
unenforceable, the other clauses and provisions of the Assignment shall remain
in full force and effect and the clauses and provision which are determined to
be void, illegal or unenforceable shall be limited so that they shall remain in
effect to the extent permissible by law.


 


E.             Assignment.   None of the parties hereto may assign this
Assignment or otherwise assign, delegate or transfer the rights and obligations
of Assignor under the Agreement without the express written consent of the
other parties and any approved assignment shall be binding on and inure to the
benefit of such successor or, in the event of death or incapacity, on
Assignee’s heirs, executors, administrators and successors.


 


F.             Applicable Law.   This Assignment has been negotiated and is
being contracted for in the United States, State of Delaware, and it shall be
governed by the laws of Delaware, notwithstanding any conflict-of-law provision
to the contrary.


 


G.            Attorney’s Fees.   If any legal action or other preceding
(non-exclusively including arbitration) is brought for the enforcement of or to
declare any right or obligation under this Assignment or as a result of a
breach, default or misrepresentation in connection with any of the provisions
of this Assignment, or otherwise because of a dispute among the parties hereto,
the prevailing party will be entitled to recover actual attorney’s fees
(including for appeals and collection) and other expenses incurred in such
action or proceeding, in addition to any other relief to which such party may
be entitled.


 


H.            No Third Party Beneficiary.   Nothing in this Assignment, expressed or
implied, is intended to confer upon any person, other than the parties hereto and
their successors, any rights or remedies under or by reason of this Assignment,
unless this Agreement specifically states such intent.


 

















 


I.              Further Assurances.   At any time and from time to time after the
effective date of this Assignment, each part hereto will execute such
additional instruments and take such action as may be reasonably requested by
the other party to confirm or perfect title to the securities and other assets
to be [ILLEGIBLE] by Assignee under the Agreement or other wise to be transferred
pursuant to the Agreement or this Assignment, or otherwise to carry out the
intent and purposes of this Assignment.


 


J.             Amendment or Waiver. Every right
and remedy provided herein shall be cumulative with every other right and
remedy, whether conferred herein, at law, or in equity, and may be enforced
concurrently herewith, and no waiver by any party of the performance of any
obligation by the other shall be construed as a waiver of the same or any other
default then, theretofore, or thereafter accurring or existing. At any time
prior to the effective date of this Assignment, this Assignment may be amended
by a writing signed by all parties hereto.


 


K.            Headings.   The section and subsection headings in this Assignment are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Assignment.


 


L.             Counterparts; Facsimile.   It is understood and agreed that this
Assignment may be executed in any number of identical counterparts, each of
which may be deemed on original for all purposes. Further any such executed
original or counterpart may be delivered by facsimile or similar instantaneous
electronic transmission device pursuant to which the signature of or on behalf
of such party can be seen, and such execution and delivery shall be considered
valid, binding and effective for all purposes. 
At the request of any party hereto, all parties agree to execute an
original of this instrument as well as any facsimile, telecopy or other
reproduction hereof


 


IN WITNESS WHEREOF, the parties thereto have [ILLEGIBLE] this
Assignment to be executed the day and year first above written.


 


	
   

  	
  “Assignor:

  
	
   

  	
  Beijing Multimedia Limited

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mak Wai Keung, Shawn

  
	
   

  	
   

  	
   Name: Mak Wai Keung, Shawn

  
	
   

  	
   

  	
    Title: Director

  
	
   

  	
   

  
	
   

  	
  “Assignee”

  
	
   

  	
  Centiv. Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ma Patrick

  
	
   

  	
   

  	
    Name : Ma Patrick

  
	
   

  	
   

  	
    Title: Director