AGREEMENT
      OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND 

    ASSUMPTION
      OF OBLIGATIONS

     

    This
      Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of
      Obligations (“Transfer
      and Assumption Agreement”)
      is
      made as of September 17, 2007, by Transdel Pharmaceuticals, Inc., a Delaware
      corporation (“Assignor”),
      and
      Bywater Resources Holdings Inc., a Delaware corporation and a wholly-owned
      subsidiary of Assignor (“Assignee”).

    


    WHEREAS,
      Assignor is an exploration stage company engaged in the business of exploring
      the CARTER 1 mineral claim for commercially viable deposits of copper-gold
      minerals (the “Business”);
      and

    


    WHEREAS,
      Assignor desires to convey, transfer and assign to Assignee, and Assignee
      desires to acquire from Assignor, all of the assets of Assignor relating to
      the
      operation of the Business, and in connection therewith, Assignee has agreed
      to
      assume all of the liabilities of Assignor relating to the Business, on the
      terms
      and conditions set forth herein.

    


    NOW
      THEREFORE, in consideration of the mutual promises and agreements contained
      herein, the parties hereto, intending to be legally bound hereby, agree as
      follows:

    


    Section
      1. Assignment.

    


    1.1. Assignment
      of Assets.
      For
      good and valuable consideration, the receipt and adequacy of which are hereby
      acknowledged by Assignor, Assignor does hereby assign, grant, bargain, sell,
      convey, transfer and deliver to Assignee, and its successors and assigns, all
      of
      Assignor’s right, title and interest in, to and under the assets, properties and
      business, of every kind and description, wherever located, real, personal or
      mixed, tangible or intangible, owned, held or used in the conduct of the
      Business (the “Assets”),
      including, but not limited to, the Assets listed on Exhibit
      A
      hereto,
      and
      identified in part by reference to Assignor’s balance sheet as of May 31, 2007,
      filed with Securities and Exchange Commission as part of Assignor’s annual
      report on Form 10-KSB on August 29, 2007 (the “Balance
      Sheet”).
      Notwithstanding anything to the contrary contained herein, the term Assets
      shall
      not include either the assets of or the business conducted by Trans-Pharma
      Corporation, a Nevada corporation.

    


    1.2 Further
      Assurances.
      Assignor shall from time to time after the date hereof at the request of
      Assignee and without further consideration execute and deliver to Assignee
      such
      additional instruments of transfer and assignment, including without limitation
      any bills of sale, assignments of leases, deeds, and other recordable
      instruments of assignment, transfer and conveyance, in addition to this Transfer
      and Assumption Agreement, as Assignee shall reasonably request to evidence
      more
      fully the assignment by Assignor to Assignee of the Assets.

    


    Section
      2. Assumption.

    


    2.1 Assumed
      Liabilities.
      As of
      the date hereof, Assignee hereby assumes and agrees to pay, perform and
      discharge, fully and completely, (i) all
      liabilities,
      commitments, contracts, agreements, obligations or other claims against
      Assignor, whether known or unknown, asserted or unasserted, accrued or
      unaccrued, absolute or contingent, liquidated or unliquidated, due or to become
      due, and whether contractual, statutory, or otherwise associated
      with the Business whenever arising (the “Liabilities”),
      including, but not limited to, the Liabilities listed on Exhibit
      B,
      and
      identified in part by reference to the Balance Sheet.
      


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    2.2 Further
      Assurances.
      Assignee shall from time to time after the date hereof at the request of
      Assignor and without further consideration execute and deliver to Assignor
      such
      additional instruments of assumption in addition to this Transfer and Assumption
      Agreement as Assignor shall reasonably request to evidence more fully the
      assumption by Assignee of the Liabilities.

    


    Section
      3.
       Headings.
      The descriptive headings contained in this Transfer and Assumption Agreement
      are
      for convenience of reference only and shall not affect in any way the meaning
      or
      interpretation of this Transfer and Assumption Agreement.

    


    Section
      4. Governing
      Law.
      This Transfer and Assumption Agreement shall be governed by and construed in
      accordance with the laws of the State of Delaware applicable to contracts made
      and to be performed entirely within that state, except that any conveyances
      of
      leaseholds and real property made herein shall be governed by the laws of the
      respective jurisdictions in which such property is located.

    


    [The
      remainder of this page is blank intentionally.]


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    [SIGNATURE
      PAGE TO TRANSFER AND ASSUMPTION AGREEMENT]

    


    IN
      WITNESS WHEREOF, this Transfer and Assumption Agreement has been duly executed
      and delivered by the parties hereto as of the date first above
      written.

    


    
      	
              TRANSDEL
                PHARMACEUTICALS, INC.

            
	 	 
	
              By:

            	
              /s/
                Juliet Singh, Ph.D.

            
	 	
              Name:
                Juliet Singh, Ph.D.

            
	 	
              Title:
                Chief Executive Officer

            
	 	 
	
              BYWATER
                RESOURCES HOLDINGS INC.

            
	 	 
	
              By:

            	
              Transdel
                Pharmaceuticals, Inc.,

            
	 	
              Its
                sole stockholder

            
	 	 
	
              By:

            	
              /s/
                Juliet Singh, Ph.D.

            
	 	
              Name:
                Juliet Singh, Ph.D.

            
	 	
              Title:
                Chief Executive Officer

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Exhibit
      A

    


    (a) CARTER
      1
      Property Purchase Agreement, dated February 2006, by and between Transdel
      Pharmaceuticals, Inc. (f/k/a Bywater Resources Inc.) and Gillian
      Wells.

     

    (b) Trust
      Agreement, dated May 31, 2006, by and between Transdel Pharmaceuticals, Inc.
      (f/k/a Bywater Resources Inc.) and Rolf Harms.

     

    (c) All
      of
      the equipment, computers, servers, hardware, appliances, implements, and all
      other tangible personal property that are owned by Assignor and have been used
      in the conduct of the Business;

     

    (d) all
      inventory associated with the Business;

     

    (e) all
      real
      property and real property leases to which Assignor is a party, and which affect
      the Business or the Assets;

     

    (f) all
      contracts to which Assignor is a party, or which affect the Business or the
      Assets, including leases of personal property; 

     

    (g) all
      rights, claims and causes of action against third parties resulting from or
      relating to the operation of the Business or the Assets, including without
      limitation, any rights, claims and causes of action arising under warranties
      from vendors and other third parties;

     

    (h) all
      governmental licenses, permits, authorizations, consents or approvals affecting
      or relating to the Business or the Assets;

     

    (i) all
      accounts receivable, notes receivable, prepaid expenses and insurance and
      indemnity claims to the extent related to any of the Assets or the
      Business;

     

    (j) all
      goodwill associated with the Assets and the Business;

     

    (k) all
      business records, regardless of the medium of storage, relating to the Assets
      and/or the Business, including without limitation, all schematics, drawings,
      customer data, subscriber lists, statistics, promotional graphics, original
      art
      work, mats, plates, negatives, accounting and financial information concerning
      the Assets or Business;


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (l) all
      internet domain names and URLs of the Business, software, inventions, art works,
      patents, patent applications, processes, shop rights, formulas, brand names,
      trade secrets, know-how, service marks, trade names, trademarks, trademark
      applications, copyrights, source and object codes, customer lists, drawings,
      ideas, algorithms, processes, computer software programs or applications (in
      code and object code form), tangible or intangible proprietary information
      and
      any other intellectual property and similar items and related rights owned
      by or
      licensed to Assignor used in the Business, together with any goodwill associated
      therewith and all rights of action on account of past, present and future
      unauthorized use or infringement thereof; and

     

    (m) all
      other
      privileges, rights, interests, properties and assets of whatever nature and
      wherever located that are owned, used or intended for use in connection with,
      or
      that are necessary to the continued conduct of, the Business as presently
      conducted or planned to be conducted.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Exhibit
      B

    


    (a) All
      liabilities in respect of indebtedness of Assignor related to the
      Business;

     

    (b) product
      liability and warranty claims relating to any product or service of Assignor
      associated with the Business;

     

    (c) taxes,
      duties, levies, assessments and other such charges, including any penalties,
      interests and fines with respect thereto, payable by Assignor to any federal,
      provincial, municipal or other government, domestic or foreign, incurred in
      the
      conduct of the Business;

     

    (d) liabilities
      for salary, bonus, vacation pay, severance payments damages for wrongful
      dismissal, or other compensation or benefits relating to Assignor’s employees
      employed in the conduct of the Business; and

     

    (e) any
      liability or claim for liability (whether in contract, in tort or otherwise,
      and
      whether or not successful) related to any lawsuit or threatened lawsuit or
      claim
      (including any claim for breach or non-performance of any contract) based upon
      actions, omissions or events relating to the Business.