itlinkz8k060407ex10-c.htm


    
      

      

    

    

      ASSIGNMENT
        AND ASSUMPTION

      and

      MANAGEMENT
        AGREEMENT

      


      This
        Assignment and Assumption and Management Agreement (this “Agreement”) is made
        and entered into on June __, 2007, by and among the following parties (each,
        a
“Party” and collectively, the “Parties”): itLinkz Group, Inc., a Delaware
        corporation (the “Company”), itLinkz Corporation, a Delaware corporation (the
“Subsidiary”) and Jeremy P. Feakins (the “Manager”).

      


      WHEREAS,
        the
        Company is engaged in the business of developing a series of social and business
        networking community websites which will allow members to build online
        communities, as further described below (the “Business”); and 

      


      WHEREAS,
        the
        Company operates the Business on leased premises located at 1800 Fruitville
        Pike, Suite 200, Lancaster, PA (the “Premises”); and 

      


      WHEREAS,
        the
        Company has caused the Subsidiary to be formed and organized as the Company’s
        wholly owned subsidiary; and 

      


      WHEREAS,
        the
        Company desires to transfer all of the assets of the Business to the Subsidiary
        and to cause the Subsidiary to assume all liabilities and obligations of
        the
        Company accrued as of the time of Closing, as more fully described herein;
        and

      


      WHEREAS,
        the
        Manager has agreed to guarantee personally the obligations to the Company
        assumed by the Subsidiary, including the liabilities assumed and the
        indemnification obligation described herein; and 

      


      WHEREAS,
        on
        the
        date of and immediately following the closing of the transactions contemplated
        by this Agreement, the Company intends to consummate the closing of a share
        purchase and merger pursuant to the terms of a Share Purchase and Merger
        Agreement dated June 1, 2007 (the “Merger Agreement”) by and among the Company,
        Landway Nano Bio-Tech, Inc. and others; and

      


      WHEREAS,
        as a
        condition to consummation of the merger pursuant to the Merger Agreement,
        the
        Manager, who is the sole officer of the Company, must resign from his position
        in management of the Company; and

      


      WHEREAS,
        the
        Subsidiary wishes to engage the Manager, and the Manager wishes to be engaged,
        to manage and operate the business of the Subsidiary, effective at the Time
        of
        Closing (defined herein) and upon the terms and conditions set forth herein;
        

      


      NOW,
        THEREFORE, in
        consideration of the mutual promises made herein, and for other good and
        valuable consideration, the receipt and sufficiency of which are hereby
        acknowledged, the Parties, intending to be legally bound, agree as
        follows:

      


      



      
        
          
          

        

        
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      ARTICLE
        1:
        TRANSFER
        AND ASSIGNMENT OF ASSETS

       

      The
        business of the Company is to develop a series of social and business networking
        community websites which will allow members to build online communities focused
        on shared interests, and to collaborate, share knowledge and team up with
        other
        members on projects relating to their common interest (the “Business”). The
        assets and operations within the scope of the “Business” include the following:
        the Company has reserved certain domain names which are variations of the
        domain
        name “linkup.com,” such as “nurseslinkup.com, and the Company has advertising
        contracts with certain parties. 

      


      On
        the
        terms and subject to the conditions herein expressed, the Company hereby
        sells,
        conveys, transfers, assigns, sets over and delivers to Subsidiary at the
        Time of
        Closing (as defined in Section 4.1), and Subsidiary assumes and accepts,
        all of
        the assets, rights and interests, tangible and intangible, of every kind,
        nature
        and description, then owned, possessed or operated by Company and used in
        the
        operation of the Business, wheresoever situate (collectively, the “Assets”),
        including without limitation the following:

      


      1.1   Machinery
        and Equipment.
        All
        machinery, equipment, computers and computer hardware, office furniture and
        fixtures, and other fixed or tangible assets; 

       

      1.2   Inventories.
        All
        inventories, including without limitation merchandise, materials, component
        parts, production and office supplies, stationery and other imprinted material,
        promotional materials, and business records;

       

      1.3   Licenses
        and Permits.
        All
        licenses, permits and authorizations used by the Company to own and operate
        all
        of the Assets , to conduct the Business and to occupy the Premises for the
        purpose of conducting the Business thereon;

       

      1.4   
        Intangible Property.
        All
        intangible assets of Company which are transferable including, but not limited
        to, customer and supplier lists, privileges, permits, licenses, software
        and
        software licenses, certificates, commitments, goodwill, registered and
        unregistered patents, trademarks, service marks and trade names, and
        applications for registration thereof and the goodwill associated therewith,
        including without limitation the exclusive right to use the name “itLinkz” or
        derivations thereof in the Business, domain names using the words “linkup.com,”
the right to receive mail related to the Business and the Assets which is
        addressed to the Company, and the right to telephone numbers used at the
        Premises in the Business;

       

      1.5   Cash
        and Accounts Receivable.
        All
        accounts receivable, deposit accounts, cash and cash equivalents and securities
        owned by the Company including, without limitation, the cash proceeds of
        the
        Share Purchase received by the Company pursuant to the Merger
        Agreement; 

       

      1.6   Contract
        Rights.
        All
        rights and benefits of or in favor of Company resulting or arising from any
        contracts, purchase orders, sales orders, forward commitments for goods or
        services, leases (including security deposits held by the landlord pursuant
        to
        the lease of the Premises), franchise or license agreements, beneficial
        interests in covenants not to compete or confidentiality covenants, the rights
        of Company related to any other agreements whatsoever which arise out of
        the
        operation of the Business; and

       

      1.7   Claims.
        Claims
        made in lawsuits and other proceedings filed by the Company, judgments and
        settlements in the Company’s favor, rights to refunds, including rights to and
        claims for federal and state income and franchise tax refunds and refunds
        of
        other taxes paid based upon or measured by the income of the Business prior
        to
        the Closing, and insurance policies and rights accrued thereunder. 

       

      


       


      
        
          
          

        

        
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      ARTICLE
        2:
        ASSUMPTION
        OF LIABILITIES

       

      2.1   Scope
        of Liabilities Assumed.
        The
        Subsidiary shall assume, pay, perform or discharge the following:

       

      
        	 	
                a.

              	
                any
                  and all debts, liabilities or obligations of any nature of the
                  Company or
                  the Subsidiary, whether contingent or fixed and whether known or
                  unknown,
                  which have accrued at the Time of Closing including, without limitation,
                  the Company’s obligations to the Manager described in the financial
                  statements contained in the Company’s quarterly report filed with the
                  Securities and Exchange Commission for the period ending March
                  31, 2007,
                  which refer to loans having a principal balance (as of the date
                  of said
                  financial statements) of $955,120.

              


      

       

      
        	 	
                b.

              	
                any
                  and all debts, liabilities or obligations of any nature of the
                  Subsidiary,
                  whether contingent or fixed and whether known or unknown, arising
                  from the
                  ownership or operation of the Assets or the Business or the occupation
                  of
                  the Premises either before or after the Time of Closing.
                  

              


      

       

      The
        Operating Subsidiary shall promptly provide for payment, performance and
        discharge of the same in accordance with their terms. The Manager agrees
        personally and unconditionally to guarantee performance of the obligations
        assumed by the Operating Subsidiary as described herein.

       

      ARTICLE
        3:
        COLLECTION
        OF ACCOUNTS RECEIVABLE

       

      3.1   Right
        to Collect. Following
        the closing, Subsidiary shall have the right to collect the accounts receivables
        of the Company and to settle, compromise, sue for collection, or take any
        action
        whatsoever with respect to the receivables. Company shall cooperate with
        Subsidiary in notifying customers as to any payment instructions or change
        of
        address that Subsidiary may wish to communicate to the customers. In the
        event
        Company receives payment of any receivable transferred to the Subsidiary,
        it
        shall promptly endorse such payment and deliver it over to the Subsidiary.
        

       

      ARTICLE
        4:
        THE
        CLOSING

       

      4.1   The
        Closing.
        The
        closing of the transactions contemplated in this Agreement (“Closing”) shall
        take place simultaneously with the closing of the transactions contemplated
        under the Merger Agreement. The effective time of closing is referred to
        herein
        as the “Time of Closing.”

       

      4.2   Deliveries
        by Company.
        At
        Closing, Company shall deliver to Subsidiary, in addition to all other items
        specified elsewhere in this Agreement, the following:

       

      (a)   Such
        instruments of sale, conveyance, transfer, assignment, endorsement, direction
        or
        authorization as will be required or as may be desirable to vest in Subsidiary,
        its successors and assigns, all right, title and interest in and to the Assets,
        subject to any and all mortgages, pledges, liens, encumbrances, equities,
        charges, conditional sale or other title retention agreements, assessments,
        covenants, restrictions, reservations, commitments, obligations, or other
        burdens or encumbrances of any nature whatsoever that exist at the Time of
        Closing;

       

      (b)   All
        of
        the files, documents, papers, agreements, books of account and records
        pertaining to the Assets and the Business;

       


      
        
          
          

        

        
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      (c)   Actual
        possession and operating control of the Assets; and

       

      (d)   To
        the
        extent required, the consents of third parties to the assignment and transfer
        of
        any of the Assets. 

       

      4.3   Deliveries
        by Subsidiary.
        At
        Closing, the Subsidiary shall deliver to the Company any instruments, in
        addition to this Agreement, as the Company deems necessary or desirable fully
        to
        secure the assumption by the Subsidiary, its successors and assigns, of all
        liabilities and obligations of the Company, as described Section 2.1
        hereof.

       

      ARTICLE
        5:
        COVENANTS
        ON AND SUBSEQUENT TO THE CLOSING DATE

       

      On
        and
        after the Closing Date, Subsidiary and Company (as the case may be) covenant
        as
        follows:

      


      5.1   Pay
        Creditors.
        Following the Closing, Subsidiary shall pay all payables and other obligations
        of Company assumed hereunder by the Subsidiary, as such obligations become
        due
        in the ordinary course of business. 

       

      5.2   Lawsuits.
        Without
        limiting the generality of Section 2.01, following the Closing, the Subsidiary
        shall continue the defense of any and all lawsuits or other claims filed
        or
        threatened against the Company.

       

      5.3   Insurance
        Policies.
        Subsidiary shall name the Company as an additional insured on all insurance
        policies transferred by the Company or any other insurance policies covering
        the
        period prior to the Time of Closing, and Subsidiary shall provide proof of
        such
        coverage to the Company upon request.

       

      5.4   Right
        to Inspect Records.
        The
        Subsidiary shall permit the Company and its agents to have reasonable access
        to
        the books and accounts of the Subsidiary (at the expense of the Company)
        for the
        purpose of filing tax returns, preparing filings required by the Securities
        and
        Exchange Commission, and all other legitimate purposes.

       

      5.5   Execution
        of Further Documents.
        Upon
        the request of either party, the other party shall execute, acknowledge and
        deliver all such further acts, deeds, bills of sale, assignments, assumptions,
        undertakings, transfers, conveyances, title certificates, powers of attorney
        and
        assurances as may be required , in the case of Subsidiary, to convey and
        transfer to, and vest in, Subsidiary all of Company’s right, title and interest
        in the Assets, and in the case of the Company, to secure the assumption by
        Subsidiary of the Company’s obligations and liabilities arising as of the Time
        of Closing.

       

      5.6   Change
        of Corporation Name.
        Promptly after the Closing and, in any case, no later than December 31, 2007,
        the Company shall change its corporate name to a name that does not include
        the
        word “itLinkz.” 

       

      ARTICLE
        6: MANAGEMENT
        AND OPERATION OF SUBSIDIARY

       

      6.1   Titles.
        The
        Subsidiary hereby engages the Manager to manage and operate its business.
        Jeremy
        P. Feakins shall serve as a member of the Board of Directors of the Subsidiary.
        The Manager shall initially serve as the sole officer of the Subsidiary and
        shall have the titles of President and Secretary, subject to the right of
        the
        Board of Directors of the Subsidiary to appoint additional
        officers.

       


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      6.2   Duties. The
        Manager agrees that he will manage and operate the business of the Subsidiary
        to
        the best of his abilities and will devote such time and effort as necessary
        to
        fulfill his duties under this Agreement. 

       

      6.3   Management
        of Subsidiary.
        The
        Company agrees that the Manager will have exclusive authority over the
        operations of the Operating Subsidiary, except that the Company shall be
        entitled to intervene in the event that a breach of the covenants in this
        Agreement or any conduct by the Manager in the course of operating the
        Subsidiary threatens the Company with material harm or material liability
        of any
        kind. (In any such event, the Company shall be entitled to remove the directors
        and officers of the Subsidiary and to elect a new Board of Directors.) The
        Manager shall maintain such books and records of the operations of the
        Subsidiary as are required by the Rules of the SEC, and shall prepare quarterly
        and annual financial statements promptly so as to permit the Company to file
        periodic reports with the SEC according to SEC Rules

       

      6.4   Company’s
        Covenants.
        The
        Company shall not cause any funds or assets of the Subsidiary to be paid
        or
        transferred to the Company, nor shall the Company cause the Subsidiary to
        issue
        any capital stock of any class or series or any options, warrants or rights
        to
        acquire capital stock of the Subsidiary whether for additional consideration
        or
        on conversion. 

       

      6.5   Spin
        Off of Subsidiary.
        On the
        thirtieth day following the Closing under the Merger Agreement, the Company
        shall cause all of the stock of the Subsidiary to be transferred and assigned
        to
        the Manager in consideration of the Manager’s guarantee of the obligations of
        the Subsidiary to the Company, the Manager’s agreement to assume personal
        liability for the indemnification obligations of the Company, both as set
        forth
        herein, and the Manager’s release of the Company from all obligations to him.
        Promptly after the Closing, the parties will negotiate in good faith a written
        contract embodying the terms set forth in this Section 6.5.

       

      ARTICLE
        7:
        INDEMNIFICATION

       

      7.1   Indemnification
        by Subsidiary and Principal Shareholder.
        From
        and after the Closing, Subsidiary and the Manager shall, jointly and severally,
        indemnify and save Company, its officers and directors, and their respective
        successors, assigns, heirs and legal representatives (“Company Indemnitees”)
        harmless from and against any and all losses, claims, damages, liabilities,
        costs, expenses or deficiencies including, without limitation, actual attorneys’
fees and other costs and expenses incident to proceedings or investigations
        or
        the defense or settlement of any claim, incurred by or asserted against any
        Company Indemnitee due to or resulting from a violation or default by Subsidiary
        with respect to any of Subsidiary’s covenants, obligations or agreements
        hereunder and any losses or expenses incurred in connection with, or payment
        by
        Company of the debts, liabilities and obligations assumed by the Subsidiary
        hereunder or the debts, liabilities and obligations of the Subsidiary arising
        after the Time of Closing. 

       

      7.2   Indemnification
        Procedures. 

       

      (a)   The
        party
        seeking indemnification (“Indemnified Party”) shall give the indemnifying party
        (“Indemnifying Party”) notice (a “Claim Notice”) of its indemnification claim
        which notice shall (i) be in writing, (ii) include the basis for the
        indemnification, and (iii) include the amount Indemnified Party believes
        is the
        amount to be indemnified, if reasonably possible. 

       

       


      
        
          
          

        

        
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      (b)   Indemnifying
        Party shall be deemed to accept Indemnified Party’s claim unless, within twenty
        (20) business days after receipt of any Claim Notice, Indemnifying Party
        delivers to Indemnified Party notice of non-acceptance of the indemnification
        claim, which must (a) be in writing and (b) include the basis for the
        disagreement. 

       

      (c)   The
        parties shall attempt in good faith to resolve any issues concerning liability
        and the amount of such claim, and any issues which they cannot resolve within
        thirty (30) days after delivery of the notice of non-acceptance pursuant
        to
        Section 7.2(b) shall be settled by arbitration in accordance with the rules
        of
        the American Bar Association, by a sole arbitrator located in New York, NY
        or
        such other location as the parties shall agree, whose determination shall
        be
        final and binding on the parties hereto. The arbitration shall be governed
        by
        the United States Arbitration Act, 9 U.S.C. §§ 1-16, and judgment upon the award
        rendered by the arbitrator may be entered in any court having jurisdiction
        thereof. The arbitrator shall have the authority to award legal fees,
        arbitration costs and other expenses, in whole or in part, to the prevailing
        party. 

       

      ARTICLE
        8:
        MISCELLANEOUS

       

      8.1   Benefit.
        This
        Agreement shall be binding upon, and inure to the benefit of, the Parties
        hereto
        and their respective successors, assignees, heirs and legal representatives.
        

       

      8.2   Governing
        Law.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of Delaware.

       

      8.3   Amendment,
        Modification and Waiver.
        Any
        Party hereto may waive in writing any term or condition contained in this
        Agreement and intended to be for its benefit; provided, however, that no
        waiver
        by any Party, whether by conduct or otherwise, in any one or more instances,
        shall be deemed or construed as a further or continuing waiver of any such
        term
        or condition. Each amendment, modification, supplement or waiver shall be
        in
        writing and signed by the Party or Parties to be charged. 

       

      8.4   Entire
        Agreement.
        This
        Agreement and the exhibits, schedules and other documents expressly provided
        hereunder or delivered herewith represent the entire understanding of the
        parties. 

       

      8.5   Notices.
        All
        notices and other communications under this Agreement shall be in writing
        and
        shall be deemed to have been duly given or made as follows: 

       

      (a)   If
        sent
        by reputable overnight air courier (such as Federal Express), 2 business
        days
        after being sent; 

      


      (b)   If
        sent
        by facsimile transmission, with a copy mailed on the same day in the manner
        provided in clause (a) above, when transmitted and receipt is confirmed by
        the
        fax machine; or 

      


      (c)   If
        otherwise actually personally delivered, when delivered. 

      



      
        
          
          

        

        
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      All
        notices and other communications under this Agreement shall be sent or delivered
        as follows: 

      


      If
        to the
        Company, to: 

      


      Huakang
        Zhou

      Landway
        Nano Bio-Tech, Inc.

      18
        Kimberly Court

      East
        Hanover, NJ 07936

      


      Telephone:
        973-462-8777 

      Facsimile:
        973-966-8870

      


      with
        a
        copy to (which shall not constitute notice):

      


      


      Telephone:
        

      Facsimile:
        

      


      If
        to the
        Subsidiary or the Manager, to: 

      


      Jeremy
        P.
        Feakins

      itLinkz
        Corporation

      1800
        Fruitville Pike, Suite 200

      Lancaster,
        PA 17601

      


      Telephone:
        717-390-3777

      Facsimile:
        717-390-3776

      


      with
        a
        copy to (which shall not constitute notice):

      


      Robert
        Brantl, Esq.

      52
        Mulligan Lane

      Irvington,
        NY 10533

      Telephone:
        914-693-3026

      Facsimile:
        914-693-1807

      


      Each
        Party may change its address by written notice in accordance with this Section.
        

      


      IN
        WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
        on
        June ____, 2007.

      


      
        	
                ITLINKZ
                  GROUP, INC. 

              	 
	 	 	 
	 	 	 
	
                By:

              	                                                                                
                	                                                                                  
	 	
                Jeremy
                  P. Feakins, Chief Executive Officer

              	
                JEREMY
                  P. FEAKINS

              
	 	 	 
	
                ITLINKZ
                  CORPORATION

              	 
	 	 	 
	 	 	 
	
                By:

              	                                                                                  	 
	 	
                Jeremy
                  P. Feakins, Chief Executive Officer

              	 


      

      
 

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