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Assignment And Assumption Agreement

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Sectors: Media
Governing Law: New York, View New York State Laws
Effective Date: February 29, 2008
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Exhibit 10.12


THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this " Agreement ") is made as of the 29 th day of February, 2008, by and among (a) TRACKPOWER, INC., a Wyoming corporation, (the " Assignor "), (b) SOUTHERN TIER ACQUISITION II LLC ( ? Southern "), a New York limited liability company, and (c) ONEIDA ENTERTAINMENT LLC (" Oneida "), a Delaware limited liability company (Southern and Oneida collectively referred to herein as the " Assignee "), pursuant to an Agreement to Transfer Membership Interest, dated as of February 29, 2008, by and between the Assignor and the Assignee (the " Contract ").


WHEREAS , as of the date hereof, Assignor is the owner and holder of 24,532.82 Units, which represents 4.94% of the Membership Interests in the Company; and

WHEREAS , pursuant to the terms of the Contract, Assignor has agreed to sell and assign to Assignee, and Assignee has agreed to purchase from Assignor, all of Assignor ?s right, title and interest to all of its Membership Interests in the Company (the " Interest "), all rights held by Assignor under or in respect of the Operating Agreement that relate to the Interest (the " Assigned Rights "), and Assignor's Consulting Fees (as defined in the Contract), all effective as of the date hereof (the " Effective Date ");

NOW, THEREFORE , for valuable consideration in hand paid, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Assignment . Assignor hereby assigns, conveys, transfers and sets over unto Assignee all right, title and interest of Assignor in and to the Interest, Assigned Rights and Consulting Fees, effective as of the Effective Date. The Interest (and the corresponding Assigned Rights and Consulting Fees) shall be assigned to the Assignee as follows: (a) 50% of the Interest (and the corresponding Assigned Rights and Consulting Fees) to be assigned to Southern; and (b) 50% of the Interest (and the corresponding Assigned Rights and Consulting Fees) to be assigned to Oneida.

2. Acceptance and Assumption . Each of Oneida and Southern, solely on behalf of itself and not on a joint and several basis, hereby accepts such assignment and agrees with Assignor that, effective as of the Effective Date, such Assignee will (x) assume and pay all liabilities and obligations arising from the ownership of its portion of the Interest that arise on or after the Effec
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