ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (this " Agreement ") is made as of

AND ASSUMPTION AGREEMENT

Assignment and Assumption Agreement (this "Agreement")

is made as of April 7, 2009, by and among BRISTOL INVESTMENT FUND, LTD.,

a _________ company ("Assignee"),

INTERNATIONAL, INC.,

a Delaware corporation ("Assignor").

WHEREAS, in connection with an

Asset Purchase Agreement between Assignor and the Percipio Biosciences, Inc.

("Percipio"), dated December 11, 2008, Percipio issued to Assignor a 6% Secured

Promissory Note in the principal amount of $250,000 ("Note") secured

pursuant to a grant of a first priority security interest in all of the assets

of Percipio (the "Security Interest"); and

WHEREAS, Assignor has agreed

to issue a convertible demand promissory note, dated as of the date hereof, to

Assignee (the "Convertible Note"), pursuant to which the Assignee has agreed to

lend to the Company and the Company has agreed to borrow from the Assignee an

aggregate of $125,000 under certain terms and conditions set forth in the

Convertible Note; and

WHEREAS, as a condition to the

obligation of the Assignee to fund the Convertible Note, Assignor desires to

assign to Assignee all of Assignor's rights, title and interest under the Note

and Assignee is willing to accept assignment of such rights and obligations

consideration of the foregoing and for other good and valuable consideration,

the receipt and sufficiency of which the parties acknowledge, Assignor and

Assignee, intending to be legally bound, hereby agree as follows:

Interpretation. Except as otherwise set forth herein, capitalized terms

used herein have the meanings assigned to them in the Note.

Assumption. Effective as of the date hereof, (a) Assignor hereby conveys,

assigns, and transfers to Assignee, its successors and permitted assigns, all of

Assignor's rights, title and interest in and to the Note and the Security

Interest and delegates to Assignee all of its duties and obligations to be

performed, or arising on or after the date hereof under the Note, and (b)

Assignee hereby accepts the above assignment of all of Assignor's rights, title

and interest to the Note and the Security Interest and the rights and delegation

of duties and obligations and agrees to be bound by and to assume such duties

3. Consent. Percipio

acknowledges the foregoing assignment and assumption as set forth in Section 2

above and in accordance with Section 16 of the Note, consents to the assignment

of Assignor's rights, title and interest in the Note to

Assignee. Percipio hereby agrees to reasonably cooperate with

Assignor and Assignee to fulfill the objective of this Assignment and Assumption

Agreement and further recognizes that, following execution of this Agreement,

Assignee shall be deemed as successors to the Assignor as to all rights

pertinent to the Note and the Security Interest.

and Warranties of Assignor. Assignor represents and warrants to Assignee

as of the date hereof and as of the Closing Date that:

has the legal right and requisite power and authority to make and enter into

this Agreement, and to perform its obligations hereunder and to comply with the

provisions hereof. The execution, delivery and performance of this Agreement by

Assignor have been duly authorized by all necessary company action on its part.

The execution, delivery and performance of this Agreement by Assignor do not and

will not contravene the charter, bylaws or other organizational documents of

Assignor. This Agreement has been duly executed and delivered by Assignor and

constitute the valid and binding obligation of Assignor enforceable against it

in accordance with its terms, except as such enforcement may be limited by

applicable bankruptcy, insolvency, moratorium or other similar laws affecting

the rights of creditors generally and except that the availability of equitable

remedies, including specific performance, is subject to the discretion of the

court before which any proceeding therefor may be brought.

execution, delivery and performance of this Agreement by Assignor and the

compliance by Assignor with the provisions hereof, do not and will not (with or

without notice or lapse of time, or both) conflict with, or result in any

violation of, or default under, or give rise to any right of termination,

cancellation or acceleration of any obligation under any loan or credit

agreement, note, bond, mortgage, indenture, lease or other agreement,

instrument, permit, concession, franchise, license, judgment, order, decree,

statute, law, ordinance, rule or regulation applicable to Assignor or any of its

properties or assets, other than any such conflicts, violations, defaults, or

other effects which, individually or in the aggregate, do not and will not

prevent, restrict or impede Assignor's performance of its obligations under and

compliance with the provisions of this Agreement and the other transaction

documents executed in connection herewith.

consent, approval, order or authorization of, or registration, declaration or

filing with, any governmental or regulatory authority or any other person or

entity (other than any of the foregoing which have been obtained and, at the

date in question, are then in effect) is required under existing laws as a

condition to the execution, delivery or performance of this Agreement by

and Warranties of Assignee. Assignee represents and warrants to Assignor

as of the date hereof and as of the Closing Date that:

has the legal right and requisite power and authority to make and enter into

this Agreement, and to perform its obligations hereunder and to comply with the

provisions hereof. The execution, delivery and performance of this Agreement by

Assignee have been duly authorized by all necessary corporate action on its

part. The execution, delivery and performance of this Agreement by Assignee do

not and will not contravene the charter, bylaws or other organizational

documents of Assignee. This Agreement has been duly executed and delivered by

Assignee and constitutes the valid and binding obligation of Assignee

enforceable against it in accordance with its terms, except as such enforcement

may be limited by applicable bankruptcy,

moratorium or other similar laws affecting the rights of creditors generally and

except that the availability of equitable remedies, including specific

performance, is subject to the discretion of the court before which any

proceeding therefor may be brought.

execution, delivery and performance of this Agreement by Assignee and the

compliance by Assignee with the provisions hereof and thereof, do not and will

not (with or without notice or lapse of time, or both) conflict with, or result

in any violation of, or default under, or give rise to any right of termination,

cancellation or acceleration of any obligation under any loan or credit

agreement, note, bond, mortgage, indenture, lease or other agreement,

instrument, permit, concession, franchise, license, judgment, order, decree,