Exhibit 10.6


     

    Exhibit
      10.6

     

     

    ASSIGNMENT
      OF CONTRACT RIGHTS AND OBLIGATIONS

    


    


    Assignment
      dated June 30, 2004 between Duane Bennett ("Assignor") and Moixa III, Inc.,
      a
      Nevada Corporation ("Assignee").

    


    WHEREAS,
      Assignor is a party to that certain agreement dated September 27, 2001,
      captioned "Lessard Property Management Services, Inc. Residential Property
      Management Agreement," a copy of which is attached hereto as Exhibit
      A;

    


    WHEREAS,
      Assignor has reorganized the ownership of one of the properties under management
      by Lessard Property Management Services, Inc. ("Lessard") so that such property
      is now owned by Assignee, and now desires to transfer the rights and obligations
      under Lessard's agreement (Exhibit A) to the Assignee as well; and

    


    WHEREAS,
      Assignee would like to receive an assignment of both the rights and obligations
      of Lessard's Agreement (Exhibit A);

    


    NOW
      THEREFORE, in consideration of the mutual promises and agreements set forth
      herein, and other valuable consideration, the receipt and sufficiency of which
      both parties hereby acknowledge, the parties agree as follows:

    


    1. Assignor
      hereby assigns its rights and obligations under Lessard's Agreement (as set
      forth in Exhibit A) to the following limited extent: the assignment of rights
      and obligations shall apply only to the apartment house located at 84-86 Cochran
      Street, Chicopee, Massachusetts. Assignor shall retain all other rights and
      obligations not specifically pertaining to the apartment house at 84-86 Cochran
      Street.

    


    2. Assignee
      hereby agrees to receive and honor the foregoing assigned rights and
      obligations.

    


    3. Said
      assignment is expressly conditioned on Lessard's written approval and consent
      of
      same.

    


    4. Once
      Lessard approves and consents to this assignment, Assignor shall be released
      from and held harmless from all liability or obligations assigned by this
      Assignment, and shall have no further legal responsibility for them. Likewise,
      upon Lessard's approval and consent, Assignor releases and holds harmless
      Assignee and Lessard from all liability or obligations to Assignee, and waives
      all further claims arising from or related to the rights assigned
      herein.

    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties have signed this agreement below.

     

    
      	MOIXA III, INC. (Assignee)	 	 	Assignor
	 	 	 	 
	/s/ Duane
              Bennett	 	 	/s/ Duane
              Bennett
	
              
                

                Duane Bennett

              President

            	 	 	
              
                

                Duane Bennett

              in his individual capacity

            


    

    
 

        On
      behalf of
      Lessard Property Management Services, Inc., I am authorized to approve and
      consent to the foregoing assignment, effective as of the date first appearing
      above.

    


    LESSARD
      PROPERTY MANAGEMENT

    SERVICES,
      INC.

    


    


    /s/Paul
      D. Lessard      

    By:
      Paul
      D. Lessard

    President

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    

      EXHIBIT
        A

      


      LESSARD
        PROPERTY MANAGEMENT SERVICES, INC.

      RESIDENTIAL
        PROPERTY MANAGEMENT AGREEMENT

      


      This
        agreement made as of the 27th day of September, 2001, by and between Duane
        Bennett (hereinafter referred to as the "Owner"), and Lessard Property
        Management Services,
        IDC. (hereinafter referred to as the "Agent").

      


      1.    APPOINTMENT
        AND ACCEPTANCE, Owner hereby appoints Agent as exclusive agent for the
        management of the property described in Section 2 of this agreement. Agent
        accepts the appointment subject to the terms and conditions set forth in
        this
        agreement.

      


      2.    DESCRIPTION
        OF PROJECT. The property to be managed by the Agent under this agreement
        (hereinafter referred to as the "Project") is a development consisting of
        buildings and other improvements The Project is further described as
        follows:

      


      NAME:
        Duane Bennett

      OWNER'
        S
        ADDRESS: 18
        Brookmont Rd.

                                           
        Wilbraham,
        MA 01095

      


      OWNER'S
        PHONE: (704) 905-6008

      PROPERTY
        LOCATION:

      25
        Webster St,
        Spfld.                                     
mgmt.
        acct # 171001

      138
        Colton St,
        Spfld                                        mgmt.
        acct # 171002

      132-1.34
        Cedar St,
        Spfld..                              
mgmt.
        acct #
        171006

      25-27
        Mapledell St,
        Spfld,                              
mgmt.
        acct # 171007

      115-117
        College St,
        Spfld.                              mgmt
        acct
        # 171008

      25-27
        Armory St,
        Spfld.                                
mgmt
        acct
        # 171009

      31
        Armory
        St,
        Spfld.                                     
mgmt.
        acct # 171010

      36
        Bliss
        St, W.
        Spfld.                                    
mgmt.
        acct # 171012

      25-27
        Kamuda St, Ind.
        Orchard                    
mgmt
        acct
        # 171013

      14
        Charles St, Chicopee mgmt.
        acct              
mgmt
        acct
#
        171014

      16
        Charles St, Chicopee mgmt.
        acct              
mgmt
        acct
        # 171015

      90
        Cochran St,
        Chicopee                              
mgmt.
        acct # 171016

      80
        Cochran St,
        Chicopee                              
mgmt
        acct
        # 311001

      84-86
        Cochran St,
        Chicopee                         
mgmt
        acct
        # 312001

      


      NO,
        OF
        DWELLING UNITS:

      MANAGEMENT
        ACCOUNT NUMBER: #171

       

      
        
          
          

        

        
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      3.    RENTALS.
        The
        Agent will offer for rent and will use diligence to rent the dwelling
units.
        Incident thereto, the following provisions will apply:

      


      a.
        The
        Agent will take and process applications for rentals and maintain a current
        list
        of
        prospective tenants.

      


      b.
        The
        Agent will prepare all dwelling leases and rental agreements, and will execute
        the same in its name, identifying itself thereon as Agent for
        Owner.

      


      c.
        The
        Agent will keep the books and accounts of the operation of the property in
        accordance
        with good accounting practices.

      


      4.    COLLECTION
        OF
        RENTS AND OTHER RECEIPTS. The Agent will collect and deposit
        rents in accordance with the terms of each lease or rental agreement. All
        funds
        collected by the Agent shall be deposited by the Agent promptly in a bank
        account
        of the Agent in an institution whose deposits are insured by an agency of
        the
United
        States of America; this account shall be used exclusively by the Agent for
        funds
        of
        Owners Management Account #171-311-312.

      


      5.    ENFORCEMENT
        OF LEASES OR RENTAL AGREEMENTS. The Agent will take reasonable steps to secure
        full compliance of each tenant with the terms of his lease or rental agreement.
        The Agent will lawfully terminate any tenancy when, in the Agents
        judgment, sufficient cause (including, but not limited to, nonpayment of
        rent)
        for such termination occurs under the terms of the tenants lease or rental
        agreement For this purpose, the Agent is authorized to consult with legal
        counsel of its choice to bring
        actions for evictions and to execute notices to vacate and judicial pleading
        incident to such actions. Attorney's fees and other necessary costs incurred
        in
        connection with such action will be paid out of the Management Account as
        Project expenses
        of Owner. Notwithstanding anything herein to the contrary, the Agent shall
        have
        the
        power to terminate and accept termination of tenancies, settle, compromise
        and
        release claims against tenants; reinstate leases; give consents provided
        for in
leases
        or
        rental agreements and take all lawful action to evict tenants.

      


      6.   
MAINTENANCE:
        Owner
        is responsible for all his own maintenance with the exception of emergency
        situations and after hours calls.

      


      6.1    Owner
        employs
        his own maintenance person who is not an employee or under
        the
        control of the Agent.

      


      6.2    Owner
        agrees
        to indemnify and defend the Agent against any and all actions
        arising from the activities of the Owner's own employees.

      


      6.3    Owner
        may
        from time to time hire the Agent for specific repairs.

      


      6.4    Notwithstanding
        any
        of the foregoing provisions, the prior approval of the Owner will be requited
        for any expenditure, which exceeds Five Hundred Dollars, $500.00 in any one
        instance, for labor, materials, or otherwise in connection
        with the maintenance and repair of the Project, except for recurring expenses
        within the limits of the operating budget or for emergency repairs involving
        manifest danger to persons or property or required to avoid suspension of
        any
        necessary services to the Project.

       

      6.5    It
        is further
        agreed that Owner will pay to Agent a surcharge in the amount of
        fifteen percent (15%) of the charge for supplies and independent contractors.

       

      
        
          
          

        

        
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      7.    UTILITIES,
        SERVICES & MAINTENANCE AGREEMENTS, Agent: will, on behalf
        of
        and for Owner, make arrangements for water, electricity, gas, fuel, oil and
        sewage on the same basis as set forth for Maintenance & Repair.

      


      8.    EMPLOYEES.
        Agent will determine the number, qualifications, and duties of personnel
        to be
        employees in the management of the Project. All such employees will
        be
        deemed employees of the Agent, not the Owner, unless they are the same, and
        will
        be
        hired, paid, supervised and discharged by the Agent. The compensation,
including
        payroll taxes and fringe benefits of all employees will be within the Agent's
        sole discretion.

      


      9.    DISBURSEMENTS
        FROM MANAGEMENT ACCOUNT From the funds received and deposited by Agent in
        the
        Management Account, Agent will make the disbursements
        explicitly or reasonably implicitly authorized by this Agreement when
due
        and
        payable. The Management Account must maintain a $500,00 minimum balance.
        In the
        event that the balance in the Management Account falls below $500.00 or at
        any
        time is insufficient to pay disbursements due, Agent will inform Owner
        thereof and Owner will remit to Agent sufficient funds to cover the deficiency.
        In
        no
        event will Agent be required to advance its own monies to pay disbursements.
        Agent
        is
        explicitly authorized to pay itself any management or other fees due it which
        are
        payable regardless of other amounts and accounts due and payable at the
        time.

      


      10.    EMERGENCY
        ANSWERING SERVICE. Agent agrees to maintain a 24-hour emergency
        answering service at no additional cost to Owner. However, in the event an
        emergency maintenance call is necessary, Owner agrees to pay Agent the then
        current hourly rate for emergency personnel dispatched after normal business
        hours. For
        purposes of this Agreement, normal business hours are from 8:00 am. to 5:00
        p.m., Monday through Friday, excluding holidays All charges are door to
        door.

      


      11.    AGENT'S
        COMPENSATION. The compensation which the Agent shall be entitled to
        receive for management services performed under this Agreement shall be a
        fee in
        the amount of eight percent (8%) of collected rent or $100.00 per Project,
        whichever is
        greater Condominium units ate a flat $45.00 Per month each. The Owner shall
        pay
        such
        fee to the Agent monthly, not later than the thirtieth (30th)
        day of
        each month,
        unless otherwise agreed by the parties hereto, It is further understood that
        a
        one time $100.00 set up fee shall be assessed on each new Project.

      


      12.    COMMISSION.
        Owner agrees to pay to Agent, as a commission, an amount equal to one
        full
        month's rent for each tenancy secured. Such fee to be paid to Agent from
        Management
        Account, upon occupancy of tenant in said Unit Such commission to be
        recorded on monthly statement.

      


      13.    INDEMNIFICATION,
        Agent will not be liable to Owner, occupants, licensees, invitees
        or trespassers and Owner will indemnify and defend Agent against and hold
        Agent
        harmless of and from:

      


      13.1    Any
        and
        all damages, costs and expenses, including but not limited to, reasonable
        attorney's fees sustained or incurred for injury to any person or property
        in,
        about or in connection with the Project, from any cause whatsoever
        unless such injury shall be caused by Agent's own actual gross negligence.

       

      
        
          
          

        

        
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      13.2    Any
        and
        all damages, penalties, costs and/or expenses, statutory or otherwise,
        for all acts reasonably performed by Agent pursuant to Owner's instructions,
        regardless of whether such actions are later viewed as grossly or willfully
        or
        wantonly negligent.

      


      13.3    Determining
        the existence or non-existence of lead paint or toxic substances upon the
        Project in conformity with Massachusetts General Laws.
        Agent hereby advises and directs Owner to review with Owner's counsel,
        Owner's statutory obligation in the event that the presence of a toxic substance
        and/or lead paint is discovered upon the Project.

      


      13.4    Any
        and all
        damages, costs, penalties and expenses, including but not limited to reasonable
        attorney's fees, sustained or incurred by Agent as a result of the presence
        of
        or the threatened release of a toxic substance and/or
        lead paint upon the Project or damages occasioned to anyone residing or who
        resided or presented themselves upon the Reject from the ingestion of or
        exposure to any toxic substance and/or lead paint or pain and
        suffering caused thereby including pain and suffering and loss of consortium
        claims by persons related to the injured party.

      


      13.5    Any
        and all
        loss which Agent may incur, including but not limited to, reasonable attorney's
        fees, as a result of the past, present or future existence of conditions
        on the
        Project, which may amount to violations of the
        state
        sanitary code, building code or local ordinances. Agent agrees to notify
        Owner
        of its actual knowledge of any violations so that Owner may maintain
        the premises in compliance with the aforesaid Owner agrees to correct
        said conditions in a good and workmanlike manner and to maintain the
        premises in compliance with said regulations.

      


      14.    TERM
        OF
        AGREEMENT. This Agreement shall continue from the date of this Agreement
        until either the Owner or the Agent terminates it, effective the last day
        of
any
        month, by written notice to the other party, received thirty (30) days prior
        to
        the said date of termination, subject, however, to the following
        conditions:

      


      14.1    In
        the event
        that a petition in bankruptcy is filed by or against Owner or any
        of
        the principals of Owner or by Agent or any of the principals of Agent, or
        in the
        event that any of the foregoing makes an assignment for the
        benefit of creditors or takes advantage of any insolvency act, the other
        party
        may terminate this Agreement forthwith provided that written notice of such
        is
        given.

      


      14.2    If
        Agent
        fails to observe or perform any provision, covenant or obligation of
        this
        Agreement to be observed or performed by Agent, where such failure
        continues for thirty (30) days after the receipt by the Agent of written
        notice thereof from the Owner; the Owner shall have the right to terminate
        this
        Agreement upon an additional thirty (30) days written notice to
        Agent.

      


      14.3    If
        Owner
        fails to observe or perform any provision, covenant or obligation of
        this
        Agreement to be observed or performed by Owner, where such failure continues
        for
        thirty (30) days after written notice thereof from Agent;
        Agent shall have the right to terminate this Agreement at the end of said
        thirty
        (30) days without further obligation to Owner excepting lapse in
        insurance or failure to fund the Management Account in a timely
        manner
        which shall be cause for immediate termination.

       

      
        
          
          

        

        
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      15.    INSURANCE
        Owner shall maintain a complete program of insurance protection relating
        to the ownership and operation of the Project. Said policy of insurance will
        name
        Agent as a named insured and shall contain liability limits of no less than
        $500,000
        Per incident of personal injury. A copy of said policy will be provided to
        Agent,
        on
        an annual basis, by Owner, In the event that Owner fails to procure said
        insurance, Agent is hereby authorized, but not obligated to do so and pay
        the
        costs thereof from the Management Account. Should Owner insurance lapse for
        any
reason,
        this contract shall be void for the entire period of said lapse.

      


      16.    FORCE
        MAJEURE. The provisions of this paragraph shall be applicable if there
shall
        occur, during the term of this Agreement, any strike, lookout, or labor dispute;
        inability to obtain labor or materials or reasonable substitute thereof;
        inability in obtaining fuel, electricity, services or supplies from the sources
        from which they are normally obtained or from reasonably comparable substitute
        sources; or act of God, governmental restriction, regulation, or control,
        enemy
        or hostile governmental action,
        civil commotion, insurrection, revolution, sabotage, or fire or other casualty
        or any
        other
        condition or cause beyond the reasonable control of Agent. If Agent shall,
        as
        the result of any such event, fail reasonably to perform any obligation required
        hereunder, then such obligation shall be reasonably performed as soon as
        practicable after
        such event abates.

      


      17.    ARBITRATION.
        Except for actions seeking only injunctive relief, all disputes and
        controversies arising out of or in connection with this Agreement shall be
        submitted to
        arbitration according to the following procedure:

      


      17.1    Either
        party
        may demand arbitration in writing The demand shall include a
        statement of the matter in controversy.

      


      17.2    The
        parties
        agree to hold the arbitration hearings in Springfield,
        Massachusetts.

      


      17.3    In
        all
        cases where less than Fifty Thousand Dollars ($50,000.00) is in dispute:
        The arbitration shall be held on thirty (30) days notice. During said
        thirty (30) day period, the parties shall cooperate with each other by providing
        each other all documents and other tangible evidence which is reasonably
        relevant to the matter in dispute Any failure or refusal of a party
        to
        comply with a discovery request under the provisions of this section shall
        be
        taken into evidence by the arbitrator and the effect thereof considered by
        that
        arbitrator in forming an award, including, but not limited
        to, denying an award or portions thereof. One arbitrator shall preside over
        the
        arbitration proceedings. The Arbitration Committee of the American Arbitration
        Association shall appoint an arbitrator within thirty
        (30) days of receiving the written submission Such arbitrator shall be an
        attorney with no less than ten (10) years experience in commercial transactions
        except that no attorney who has represented any party to this Agreement shall
        be
        appointed as an arbitrator and each party to this Agreement
        reserves the right to object to the appointment of any such arbitrator.

      


      17.4    In
        all
        cases where Fifty Thousand Dollars ($50,000 00) or more is in dispute: The
        arbitration hearing shall, be held on sixty (60) days written notice.
        During said sixty (60) day period, the parties shall cooperate with each
        other by providing each other all documents and other tangible evidence
        which is reasonably relevant to the matter in dispute. Upon no less than
        ten
        (10) days notice each party shall make witnesses available to the other for
        deposition under oath Any failure or refusal of a patty to comply
        with a discovery request under the provisions of this section shall be taken
        into evidence by the arbitrator and the effect thereof considered by
        that
        arbitrator in framing an award, including, but not limited to, denying an
        award
        or positions thereof One arbitrator shall preside over the arbitration
        proceedings. The Arbitration Committee of the American Arbitration
        Association shall appoint an arbitrator within thirty (30) days of receiving
        the
        written submission Such arbitrator shall be an attorney with no less than
        ten
        (10) years experience in commercial transactions except
        that no attorney who has represented any party to this Agreement shall
        be
        appointed as an arbitrator and each party to this Agreement reserves the
        right
        to object to the appointment of any such arbitrator.

       

      
        
          
          

        

        
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      17.5    The
        commercial arbitration rules of the American Arbitration Association
are
        hereby incorporated by reference. Notwithstanding any provision of those
        rules or any other rule or law, punitive damages are not recoverable
against
        any party to this Contract. The arbitrators) is not empowered to grant
        damages in any form or amount in excess of the payments required under
        this Contract.

      


      17.6    The
        arbitration hearing shall be concluded within thirty (30) days unless otherwise
        ordered by the arbitrator, and the award thereon shall be made within thirty
        (30) days and shall be final and binding on all parties. Subject
        to the requirement for the payment of attorney fees in accordance with
        Paragraph 17.9 of this Agreement, Judgment on such award may be entered in
        any
        court in Massachusetts having jurisdiction if the amount awarded
        or any portion thereof (including interest or fees) remains unpaid after
        Ten
        (10) Days from the date of the award.

      


      17.7    This
        arbitration provision shall be a complete defense to any suit, action or
        proceeding
        brought under, or in connection with, this Agreement. This arbitration provision
        shall survive the termination or expiration of this Agreement.

      


      17,6    Nothing
        in this arbitration provision shall give the arbitrator any authority to
        alter,
        change, amend, modify, add to or subtract from any provision of this
        Agreement.

      


      17.9    Any
        award
        made by the arbitrator shall include a requirement that the losing patty
        pay the
        prevailing party's reasonable expenses, including reasonable legal fees incurred
        in the prosecution of the arbitration (including,
        if greater than the hourly charges, any contingent fee), except that
        if a
        party is awarded less than Fifty (50%) Percent of the amount originally claimed
        by that party as due, then no award of expenses or attorney fees shall be
        made.

      


      17.10    Any
        award
        made by the arbitrator shall include an award of interest at the rate
        of
        no less than Twelve (12%) Percent from the date the amount awarded
        or any portion thereof was due.

      


      18    STANDARD
        APPLICABLE TO AGENT Agent's actions under this Agreement or in connection
        with
        the operation and management of the Project otherwise, shall be measured
        by
        Agent's actual knowledge at the time Agent decided to act or not act
Owner
        understands and agrees that Agent is not an insurer or guarantor of the Project
        and
        that
        Agent has not and does not promise Owner that there will be any return or
        profit
        from the Project.

      


      19.    GENERAL.

      


      19.1    This
        Agreement shall be enforced under, governed by and construed in accordance
        with
        the laws of the Commonwealth of Massachusetts. Any provision which is prohibited
        or unenforceable in any jurisdiction shall, as to
        such
        jurisdiction, be ineffective to the extent of such prohibition or unenforceability
        without invalidating the remaining
        provisions hereof and any
        such
        prohibition or unenforceability in any jurisdiction shall not invalidate
        or tender unenforceable such provision in any other jurisdiction. To the
        extent
        permitted by applicable law, Agent and Owner hereby waive any
        provision of law which renders any provision hereof prohibited or unenforceable
        in any respect..

      


      19.2    No
        term or
        provision of this Agreement may be changed, waived, discharged or terminated
        orally, but only by an instrument of equal formality
        signed by duly authorized officers of the parties hereof.

       

      
        
          
          

        

        
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      19.3    No
        waiver of
        any breach of any provision of this Agreement shall constitute a waiver of
        any
        subsequent breach of the same or any other provision
        of this Agreement and no waiver shall be effective unless made in
        writing.

      


      19.4    This
        Agreement embodies the entire understanding of the parties and there
are
        no
        further or other agreements or understandings, written or oral, in effect
        between the parties relating to the subject matter hereof. The division
        of this Agreement into paragraphs and sections is only a matter of convenience
        for reference and shall not define or limit any of the terms or provisions
        hereof Any term used in the singular shall be deemed to include
        the plural when the context of its use is so required. The fact that
the
        working of this Agreement has been provided by one party or the other shall
        not
        be taken into consideration in the construction or interpretation of this
        Agreement.

      


      19.5  Each
        of
        Owner and Agent hereby represents to the other that it is authorized
        to enter into this Agreement and that the individual signing this Agreement
        in
        its behalf is likewise fully authorized to do so.
        shall
        not be taken into consideration in the construction or interpretation of
        this
        Agreement.

      


      	20.     
               	
              LAWN
                CARE AND SNOW REMOVAL

            


       

      Does
        the
        Owner want Lessard Property Management, Inc. to effectuate lawn care at the
        property?

      YES___   NO X 

      Does
        the
        Owner want Lessard Property Management, Inc. to effectuate snow removal at
        the
        property?

      YES___   NO X 

       

      


      


      /s/ Paul
        D.
        Lessard  

      By:
        Paul
        D. Lessard

      President

      


      


      /s/ Duane
        Bennett   

      By:
        Owner


      


      


      
        
          
          

        

        
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