Assignment Agreement For Exclusive Manufacturing Agreement

Exhibit 10.5

ASSIGNMENT AGREEMENT



This Assignment Agreement (Agreement) is made as of the 28th day of April, 2009 by and between Smith Young and Associates, Inc., a Colorado Corporation, its successors, affiliates, and assigns, Morton Weisbrot an individual residing in the State of Arizona, his successors, and assigns, (hereinafter all collectively referred to as the "Assignor") and, Terrasol Holdings LTD, a Nevada Corporation ("Assignee"), Sometimes referred to herein collectively as " the parties".



RECITALS



1. Assignor is a party to a certain Exclusive Manufacturing Agreement dated the 1st day of August, 2008, attached hereto as "Exhibit A" and incorporated herein by reference.



3. Assignor desires to sell the Assignee all of Assignor's right, title and interest to the Agreement, a certain Exclusive Manufacturing Agreement dated the 1st day of August, 2008, attached hereto and incorporated herein by reference.



IT IS AGREED AS FOLLOWS:



1. Assignment of Exclusive Manufacturing Agreement :



A. Assignment : Assignor assigns in full all of Assignor's right, title and interest in and to the a certain Exclusive Manufacturing Agreement dated the 1st day of August, 2008. Assignor will sign a Bill of Sale and Assignment in the form attached as "Exhibit B" .



3. Closing : This transaction will close at on or before Tuesday, April 28th 2009. Assignee will pay all costs of closing.



4. Representations of Assignor :



A. Assignor is the legal and equitable exclusive holder of One Hundred Percent (100%) of all rights granted under the Exclusive Manufacturing Agreement dated the 1st day of August, 2008 and has full power and authority to assign the Exclusive Manufacturing Agreement dated the 1st day of August, 2008 at its sole discretion, without prior notice or consent of any kind or nature, from any person or entity, natural or unnatural.



B. Assignor has not executed any prior assignment, pledge or any other document which impairs Assignor's ability to assign in full all legal and equitable rights held by Assignor in and to the Exclusive Manufacturing Agreement dated the 1st day of August, 2008



C. Assignor has executed no release, discharge, satisfaction or cancellation of the Exclusive Manufacturing Agreement dated the 1st day of August, 2008.















D. Assignor has provided Assignee with true and correct copies of the Exclusive Manufacturing Agreement dated the 1st day of August, 2008.



5. Counterparts. This Agreement may be signed in one or more counterparts with the same effect as if the signatures to each counterpart were upon a single instrument, and all suchcounterparts together shall be deemed an original of this Agreement. Delivery of an executed counterpart of the signature to this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.



6. Choice of Law; Venue; Jurisdiction; Attorneys ' Fees. The parties acknowledge and agree that this Agreement has been made in Arizona, and that it shall be governed by, construed, and enforced in accordance with the laws of the State of Arizona, without reference to its conflicts of laws principles. The parties also acknowledge and agree that any action or proceeding arising out of or relating to this Agreement or the enforcement thereof shall be brought in the Maricopa County Superior Court, and each of the parties irrevocably submits to the exclusive jurisdiction of that Court in any such action or proceeding, waives any objection the party may now or hereafter have to venue or to convenience ...