Exhibit 2.5

                      ASSIGNMENT AND ASSUMPTION AGREEMENT

     This  ASSIGNMENT  AND  ASSUMPTION  AGREEMENT  dated  May  5,  2008  (this
"Agreement"),  is  among NT Holdings, Inc., a Nevada corporation (the "Assignor"
or  the "Company") and Rider Point International or assigns (the "Assignee", and
with  Assignor,  the  "Parties").

          WHEREAS,  Assignor desires to enter into an agreement to acquire a new
     operating  business  (the  "Proposed  Acquisition");

          WHEREAS,  in  conjunction  with  the  Proposed  Acquisition  and  to
     facilitate the Proposed Acquisition, Assignor believes it to be in the best
     interest  of the Company and its shareholders to assign 100% of its current
     assets  (the  "Assets")  to Assignee in consideration for Assignee assuming
     100% of Assignor's current debts and other liabilities (the "Liabilities");

          AND  WHEREAS,  the  parties  desire  to  enter  into  this  agreement
     concurrently  with,  and  expressly conditional on, closing of the Proposed
     Acquisition;

     NOW,  THEREFORE,  in consideration of the mutual promises contained herein,
the  parties  hereto  hereby  agree  as  follows:

     1.     Assignment  and  Assumption.
            ---------------------------

          a.  Assignor  hereby grants, transfers and assigns to the Assignee all
     of  the right, title and interest of the Assignor in and to the Assets, and
     Assignee  hereby  assumes  any and all obligations related to, as Owner, in
     and  to  the  Liabilities.

          b.  The  Assignor  represents  and  warrants  to the Assignee that the
     Assignor  has  not  taken any action that would serve to impair or encumber
     the  Assignor's  ownership  interest  in  the  Assets  since  the  date  of
     acquisition.

     2.     Representations  and  Warranties  of  the  Assignor.  The  Assignor
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warrants  and  represents  to,  and  covenants  with,  the  Assignee  that:

          a.  The Assignor is the lawful owner of the Assets with the full right
     to  transfer  such  Assets, which transfer is made free from any claims and
     encumbrances;

          b.  Neither  the Assignor nor anyone acting on its behalf has offered,
     transferred,  pledged  sold  or  otherwise  disposed  of  the Assets or any
     interest  in  the  Assets  to,  or  solicited  any offer to buy or accept a
     transfer,  pledge or other disposition of the Assets or any interest in the
     Assets.


          c.  The Assignor has been duly organized, and is validly existing as a
     corporation  in  good  standing  under the laws of the State of Nevada with
     full  power  and  authority to enter into and perform its obligations under
     this  Agreement;

          d.  This  Agreement  has  been  duly  executed  and  delivered  by the
     Assignor,  and,  assuming due authorization, execution and delivery by each
     of  the  other  parties  hereto,  constitutes  a  legal, valid, and binding
     agreement  of  the  Assignor, enforceable against it in accordance with its
     terms,  subject  to  bankruptcy, insolvency, reorganization, moratorium, or
     other  similar  laws  affecting  creditors' rights generally and to general
     principles  of  equity  regardless  of  whether  enforcement is sought in a
     proceeding  in  equity  or  at  law;

          e.  The  execution,  delivery  and performance by the Assignor of this
     Agreement  and  the consummation of the transactions contemplated hereby do
     not  require  the  consent  or  approval  of,  the giving of notice to, the
     registration  with,  or  the  taking of any other action in respect of, any
     state,  federal  or  other governmental authority or agency, except such as
     has  been  obtained,  given,  effected  or taken prior to the date thereof;

          f.  The  execution  and  delivery  of  this  Agreement  have been duly
     authorized  by  all necessary corporate action on the part of the Assignor;
     neither  the  execution and delivery by the Assignor of this Agreement, nor
     the  consummation  by the Assignor of the transactions herein contemplated,
     nor  compliance  by  the Assignor with the provisions hereof, will conflict
     with  or  result  in a breach of, or constitute a default under, any of the
     provisions  of  the  governing  documents  of  the  Assignor  or  any  law,
     governmental  rule  or regulation or any material judgment, decree or order
     binding  on the Assignor or any of its properties, or any of the provisions
     of  any  material  indenture,  mortgage,  deed  of trust, contract or other
     instrument  to  which  the  Assignor  is  a  party or by which it is bound;

     4.     Representations  and  Warranties  of  the  Assignee.  The  Assignee
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warrants  and  represents  to,  and  covenants  with,  the  Assignor  that:

          a.  The Assignee agrees to be bound by all of the terms, covenants and
     conditions  of  its  ownership  of  the  Assets and from and after the date
     hereof,  the  Assignee  assumes  for the benefit of the Assignor all of the
     Assignor's  obligations  thereunder;

          b. The Assignee shall indemnify the Assignor for any loss or liability
     incurred  by  the  Assignor  arising  (i)  from  any  breach  of  warranty,
     representation  or covenant of the Assignee made herein that materially and
     adversely  affects  the interests of Assignor or (ii) by reasons of willful
     misfeasance,  bad faith or negligence of the Assignee in the performance of
     its  duties hereunder or by reason of reckless disregard of its obligations
     and  duties  hereunder;

          c.  The  Assignee  hereto  represents and warrants that it is duly and
     legally  authorized  to  enter  into  this  Agreement  and  to  perform its
     obligations  hereunder;  and


          d. The Assignee hereto represents and warrants that this Agreement has
     been  duly  authorized,  executed  and  delivered  by  it and (assuming due
     authorization,  execution and delivery thereof by each of the other parties
     hereto) constitutes its legal, valid and binding obligation, enforceable in
     accordance  with  its  terms,  except as such enforcement may be limited by
     bankruptcy,  insolvency, reorganization or other similar laws affecting the
     enforcement  of  creditors'  rights  generally  and  by  general  equitable
     principles  (regardless  of  whether  such  enforcement  is considered in a
     proceeding  in  equity  or  at  law).

     5.  THIS  ASSIGNMENT  AGREEMENT  SHALL  BE  GOVERNED  BY  AND  CONSTRUED IN
ACCORDANCE  WITH  THE  LAWS  OF  THE  STATE  OF NEVADA, WITHOUT REFERENCE TO ITS
CONFLICT  OF  LAW  PROVISIONS,  AND  THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES  HEREUNDER  SHALL  BE  DETERMINED  IN  ACCORDANCE  WITH  SUCH  LAWS.

     6.  All  demands  and  notices  hereunder  shall be in writing and shall be
deemed  to  have  been  duly  given  if  personally  delivered  at  or mailed by
registered  mail,  postage  prepaid,  or  sent  by  overnight  courier  to those
addresses set forth opposite the signature page hereto and/or such other address
as  may  hereafter  be  furnished  by  the  Assignor  or  Assignee.

     7.  Assignee,  for  itself and its successors and assigns, hereby covenants
with  Assignor, its successors and assigns, that Assignee and its successors and
assigns  will  do,  execute  and deliver, or will cause to be done, executed and
delivered, all such further acts, transfers, assignments, conveyances, powers of
attorney  and assurances, for the better assuring, conveying and confirming unto
Assignor  that Assignee has assumed all and singular the entire right, title and
interest  in  and  to  the  Assets which has been assigned hereunder and in such
manner  and  to  such  extent  as  Assignor,  its  successors  or assigns, shall
reasonably  require.

     8.  This  Agreement and the covenants and agreements contained herein shall
inure  to  the  benefit of Assignee and its successors and assigns, and shall be
binding  upon  Assignor  and  its  successors  and  assigns.

     9.  This  Agreement  contains  the entire understanding between the parties
hereto  concerning  the subject matter hereof, and there are no representations,
agreements,  arrangements  or  understandings, oral or written, between or among
the  parties  hereto  relating to the subject matter of this Agreement which are
not  fully  expressed  herein.  Neither this Agreement nor any of the provisions
herein  shall be modified or waived except by an instrument in writing signed by
each  of  the  parties  hereto.

     10.  This  Agreement may be executed in counterparts, each of which when so
executed  shall be deemed to be an original and all of which when taken together
shall  constitute  one  and  the  same  instrument.



IN  WITNESS  WHEREOF,  the  parties  have caused this Assignment Agreement to be
executed  by  their duly authorized officers as of the date first above written.

ASSIGNOR:

NT  HOLDINGS,  INC.

By:  _____________________________
Alan  Lew,  President

Confirmed:

________________________________


ASSIGNEE:

RIDER  POINT  INTERNATIONAL

By:_________________________________
Name:_______________________________
Title:________________________________