CHELL GROUP CORP
EXHIBIT 10.4
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>b325463ex10_4.txt
<DESCRIPTION>EXHIBIT 10.4
<TEXT>
<PAGE>

                                                                    Exhibit 10.4


                        ASSIGNMENT OF DEBT AND SECURITY



THIS AGREEMENT dated the 25th day of April 2003.

B E T W E E N :

           488605 ONTARIO LIMITED as to an undivided 89.33% interest

                                     -and-

                 RUTH MARGEL as to an undivided 10.67% interest

     (488605 ONTARIO LIMITED and Ruth Margel referred to as the "Assignor")

                                    - and -

                               DVOD NETWORKS INC.

                                (the "Assignee")

                                    - and -

                       GALAVU ENTERTAINMENT NETWORK INC.

                              (the "Corporation")


                  WHEREAS Chell Group Corporation ("Chell") was the holder of
the interest in a promissory note dated September 10,1999 (the "Original Note")
between Arthur Andersen Inc. in its capacity as Interim Receiver of the
property, assets and entire undertaking of GalaVu Entertainment inc. ("Arthur
Andersen") and the Corporation, a copy of which is attached hereto as Schedule
A;

                  AND WHEREAS the Original Note was lost or misplaced and the
Assignor entered into a replacement note dated November 25, 2002, (the "New
Note") a copy of which is attached hereto as Schedule B;

                  AND WHEREAS the New Note was in the principal amount of CDN
$375,000;

                  AND WHEREAS Chell sold and the Assignor purchased all of the
right, title and interest of Chell in the New Note and a General Security
Agreement dated September 10, 1999 between Arthur Anderson and the Corporation
(the "GSA"), a copy of which is attached hereto as Schedule C, which GSA was
assigned to Chell on November 25, 2002 by Bill of Sale, a copy of which is
attached hereto as Schedule D;


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                                       2


                  AND WHEREAS Chell assigned the new Note and the GSA to the
Assignor pursuant to an Assignment Agreement dated November 25, 20002, a copy of
which is attached hereto as Exhibit E;

                  AND WHEREAS Chell, the owner of all issued and outstanding
shares of the of the Corporation has entered into the Agreement of Purchase and
Sale with the Assignee ( the "Purchase Agreement"), whereby Chell agreed to sell
and the Assignee agreed to purchase the shares of the Corporation;

                  AND WHEREAS pursuant to the terms of the Purchase Agreement,
the right, title and interest held by the Assignor in the New Note and the GSA
would be assigned to the Assignee;

                  AND WHEREAS in exchange for the Assignor assigning the right,
title and interest held by it in the New Note and the GSA and acknowledging that
the Corporation has no further indebtedness to the Assignor, the Assignee will
pay to the Assignor the sum of One Hundred and Seventy Thousand Dollars (CDN
$170,000)

                  NOW THEREFOR THIS AGREEMENT WITNESSETH that in consideration
of the payment by the Assignee to the Assignor of the sum of One Hundred and
Seventy Thousand Dollars (CDN $170,000) and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
the parties, the parties hereto agree as follows;

         1.       Assignment of Indebtedness and Security. In consideration of
                  the sum of One Hundred and Seventy Thousand Dollars (CDN
                  $170,000.00) (the "Purchase Price"), the Assignor hereby
                  sells, assigns, transfers and sets over unto the Assignee on
                  and as of the date hereof, all of the Assignor's right, title
                  and interest, in and to the New Note and in and to the GSA.

         2.       Representations of the Assignor. The Assignor represents and
                  warrants to the Assignee and acknowledges that the Assignee is
                  relying on such representations and warranties in entering
                  into this Agreement and the transactions contemplated herein:

                  (a)      the Assignor has the right to convey its right, title
                           and interest in and to the New Note and the GSA;

                  (b)      the Assignor has not encumbered, assigned, released
                           or discharged the New Note or the GSA;

                  (c)      the attached documents evidencing the New Note and
                           the GSA are the only documents to which the Assignor
                           and the Corporation are parties relating to such
                           matters and the Assignor has not waived, amended or
                           agreed to waive or amend any provisions in such
                           documents;

                  (d)      the New Note and GSA remain in full force and effect
                           and there have been no uncured default, by the
                           Corporation of its obligations pursuant to the New
                           Note or the GSA; and

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                                       3


                  (e)      the Assignor has caused to be registered its assigned
                           interest in the GSA and has ensured that such
                           security interest was perfected under the personal
                           Property Security Act (Ontario) and remains perfected
                           as at the date hereof.

         3.       Acknowledgement. The Assignor hereby acknowledges that all
                  debts and amounts owing to the Assignor by the Corporation in
                  respect of the New Note or otherwise have been paid in full
                  and that the Assignor has no claim or security in respect
                  thereto. The Assignor hereby releases the Corporation from any
                  and all claims, liabilities, or contracts it may have with the
                  Corporation.

         4.       Governing Law. This Agreement and any of the agreements
                  required to be executed pursuant to the provisions of this
                  Agreement shall be construed and enforced in accordance with,
                  and the rights of the parties shall be governed by, the laws
                  of the Province of Ontario and of Canada applicable thereto
                  and the parties submit to the jurisdiction of the courts of
                  the Province of Ontario.

         5.       Further Assurances. The parties covenant and agree to execute
                  such further and other documents (including PPSA financing
                  statements) and undertake such other actions as may be
                  reasonably required to give effect to the terms and intent of
                  the transactions contemplated in this Agreement.

         6.       Counterparts. This Agreement may be executed in one or more
                  counterparts, all of which shall be considered one and the
                  same agreement, and shall become a binding agreement when one
                  or more counterparts have been signed by each of the parties
                  and delivered to each of the other parties.

         7.       Enurement This Agreement shall be binding upon and enure to
                  the benefit of the parties hereto and their respective heirs,
                  administrators, executors, successors and permitted assigns,
                  provided that the rights of any party hereto may not be
                  assigned without the prior written consent of all other
                  parties hereto.

         8.       Severability. Any provision of this Agreement which is
                  prohibited or unenforceable in any jurisdiction will, as to
                  that jurisdiction be ineffective to the extent such
                  prohibition and will severed from the balance of this
                  Agreement, all without affecting the remaining provisions of
                  this Agreement of affecting the validity or enforceability of
                  such provisions in any other jurisdiction provided, however,
                  that the substance of the Agreement remains materially
                  unaffected.

         9.       Transmission by Facsimile. The parties hereto agree that this
                  Agreement may be transmitted by facsimile or such similar
                  device and that the reproduction of signatures by facsimile or
                  such similar device will be treated as binding as if originals
                  and each party hereto undertakes to provide each and every
                  other party hereto with a copy of the Agreement bearing
                  original signatures forthwith upon demand.

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                                       4


                  IN WITNESS WHEREOF the parties hereto have duly executed this
Agreement as of the date first written above.

SIGNED, SEALED and DELIVERED

In the presence of                      /s/ Ruth Margel
                                        ----------------------------------------

                                        RUTH MARGEL

                                        DVOD NETWORKS INC.

                                        Per: /s/ Brad Schroeder
                                             -----------------------------------
                                        Name:
                                        Title:



                                        488605 ONTARIO LIMITED

                                        Per: /s/
                                             -----------------------------------
                                        Name:
                                        Title:


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