This Assignment Agreement ("Agreement") dated October 17,
2003 is between Journey of Light (Jersey), Ltd., a Jersey
corporation ("JOL-Jersey") whose office is located at 2 Britannia
Place, Bath Street, St. Helier, Jersey  JE2 4SU and Journey of
Light, Inc.,  a Delaware corporation (the "Company") whose office
is located at 350 Fifth Avenue, Suite 1103, New York, NY 10118.

R E C I T A L S :
----------------

          A.  JOL-Jersey desires to have the Company assume all of
its obligations under and receive all of the benefits from that
certain contract dated April 30, 2003 between JOL-Jersey and the
State of Qatar (the "Contract"), and

          B  The Company desires to have the Contract assigned to
it and to undertake the aforesaid obligations, and

          C The Company and JOL-Jersey (the "Parties") agree to
undertake this Assignment for the convenience of their
shareholders.

A G R E E M E N T :
------------------

          In consideration of the mutual promises contained in
this Agreement and other good and valuable consideration, the
receipt and sufficiency of which the Parties acknowledge, the
Parties agree as follows:

1.   Recitals. The above recitals are incorporated into this
Agreement as if fully set forth in the body of this Agreement.

2.   The Assignment / Indemnity.

   2.1   Upon execution of this Agreement by the Parties, the
Contract, and all of JOL-Jersey's rights and obligations under the
Contract, are hereby assigned to the Company and JOL-Jersey will
thereafter have no rights or interests in the Contract.

   2.2   Upon execution of this Agreement by the Parties, the
Company hereby assumes all rights and obligations which JOL-Jersey
may heretofore have had under the Contract.

   2.3  The Company hereby agrees to indemnify, defend and hold
harmless JOL-Jersey, its directors, officers, agents, and
employees, from and against any and all claims and / or losses
resulting from the execution of this Agreement by JOL-Jersey or
in connection with or in any way related to the subject matter of
this Agreement.

3.   Approvals. The Boards of Directors of each of JOL-Jersey and
the Company have approved the execution and delivery of this
Agreement.


4.  Miscellaneous.
     4.1   Binding Effect.  This Agreement shall bind and inure to
the benefit of the Parties to this Agreement and their respective
successors and assigns.

     4.2   Governing Law.  This Agreement shall be governed by,
and construed and enforced in accordance with, the laws of the
State of New York applicable to contracts made and to be entirely
performed therein and without regard to principles of conflict of
laws. Any litigation based hereon, or arising out of, under or in
connection with this Agreement shall be brought and maintained
exclusively in the courts of the State of New York or in the
United States District Court for the Southern District of New
York. Each of the Parties hereby expressly and irrevocably submit
to the jurisdiction of the courts of the State of New York and of
the United States District Court for the Southern District of New
York for the purpose of any such litigation as set forth above.

     4.3  Counterparts.  The parties may execute this Agreement in
one or more counterparts, each of which shall constitute an
original, but all of which together shall constitute one and the
same instrument.

     4.4  Entire Agreement.  This Agreement sets forth the
Parties' complete agreement respecting its subject matter and
supersedes all prior agreements and negotiations.

     4.5  Notices. Unless otherwise specifically provided in this
Agreement, all notices, requests, consents, approvals, agreements
or other communications required or permitted to be given under
this Agreement shall be in writing and shall be delivered by one
of the following means: (a) by hand; (b) by facsimile transmission
to those parties with facsimile numbers listed below (with
subsequent written confirmation by another means in compliance
with this Section 4.5); (c) by registered or certified mail, first
class postage prepaid, return receipt requested; or (d) by
internationally recognized courier, addressed to the respective
addresses of the parties as follows:

If to the Company:                       If to JOL-Jersey:
-----------------                        ------------------
Journey of Light, Inc.                  Journey of Light (Jersey),
                                        Ltd.
The Empire State Building               2 Britannia Place
350 Fifth Avenue                        Bath Street, St. Helier
Suite 1103                              Jersey  JE2 4SU
New York, N.Y. 10118                    Tel: + 44-(0)1534-724024
Tel:  212-563-4141                      Fax: + 44-(0)1534-632732
Fax: 212-563-3355

or to such other address as any party may designate for himself or
itself by notice to the other parties given in accordance
herewith. Any such notice or other communication shall be deemed
to have been given or made (i) upon delivery, if delivered
personally, (ii) one (1) business day after transmission, if
delivered by facsimile transmission during normal business hours,
(iii) seven (7) business days after mailing, if mailed, or (iv)
one (1) business day after delivery to the courier, if delivered
by overnight courier service.

   4.6   Qualification to do Business.  The Company is duly
qualified as a corporation in good standing in each jurisdiction
in which such qualification is necessary for the proper
performance of its obligations under the Contract except where
the failure to be so qualified would not materially adversely
affect its abilities to so perform.

   4.7   Authorization of this Agreement.   The execution of this
Agreement and the performance by JOL-Jersey and the Company of
its covenants and undertakings hereunder have been duly
authorized by all requisite corporate action. Each of the parties
hereto has the corporate power and authority to enter into this
Agreement and perform the covenants and undertakings to be
performed by it hereunder, and is under no impediment which would
adversely affect its ability to consummate or prohibit it from
consummating this transaction.  Upon execution, this Agreement
shall constitute a legal, binding and valid obligation of each
party, enforceable against each of them in accordance with its
terms.

   4.8   Conflict with Other Obligations and Interests.  Each of
the Parties hereby represents with respect to itself that the
execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby and compliance by such Party
with the provisions hereof will not (i) conflict with or result
in a breach of any provisions of, or constitute a material
default (or an event which, with notice or lapse of time or both,
would constitute a material default) under, or result in the
creation of any material  lien, security interest, charge or
encumbrance upon it under any of the terms, conditions or
provisions of its Certificate of Incorporation or By-Laws or any
material note, bond, mortgage, indenture, license, lease,
agreement or other instrument or obligation to which it is a
party, or by which it is bound; or (ii) violate any order writ,
injunction, decree, statute, rule or regulation applicable to it.

   4.9   Disputes and Litigation.  Each of the Parties hereby
represents with respect to itself that it is not involved in any
pending litigation, disputes or governmental investigation or
proceeding, and to the best of its knowledge, no litigation,
claim, assessment or governmental investigation or proceeding is
pending or threatened against it, which could materially affect
its obligations under this Agreement.


     IN WITNESS WHEREOF, the Parties have executed this Agreement as
of the date first above written.




Journey of Light, Inc.                Journey of Light(Jersey)Ltd.
a Delaware corporation                a Jersey corporation




By:/s/ Frank J. Drohan                By: /s/ Muftah Benomran

      Frank J. Drohan,                        Muftah Benomran,
      President                               Director







2