ASSIGNMENT AGREEMENT

      It is hereby agreed as of July 21, 2004 by and between CEC Industries,
Inc. ("Assignor") and Knightsbridge Capital, LCC ("Assignee"), that in
consideration of the sum of One Dollar ($1.00) and for such good and other
valuable consideration paid by Assignee to Assignor, receipt of which is
acknowledged, Assignee is succeeding to the rights and responsibilities of
Assignor with respect to its ownership interest in eighty-five (85%) percent of
the issued and outstanding shares of Paycard Solutions, Inc. which the Assignor
acquired pursuant to a Acquisition and Financing Agreement between the Assignor
and Paycard Solutions, Inc. Upon execution of this Agreement, Assignor shall be
deemed the beneficial owner of eighty-five (85%) percent of the issued and
outstanding shares of Paycard Solutions, Inc.

KNIGHTSBRIDGE CAPITAL, LLC                  CEC INDUSTRIES, INC.
"Assignee"                                  "Assignor"


By:/s/ AlyceSchreiber                       By:/s/ Jeffrey Sternberg
   ---------------------------------           ----------------------------
         Vice President                              President/CEO