ASSIGNMENT OF CONTRACT





THIS ASSIGNMENT AGREEMENT (the "Agreement"), is dated as of May 22, 2003 by and

between Omniscent Corp, Inc., a Florida Corporation, through its Chief Executive

Officer, and Sharon Lallouz, collectively, the undersigned Assignors

("Assignors") and Nimbus Group, Inc. a Florida Corporation. The undersigned

Assignee ("Assignee").



WITNESSETH:



         WHEREAS, as of January 5, 2003 Assignors entered into a certain

licensing Agreement (the "License") pursuant to which they agreed to enter into

a certain license to develop, sell and market a fragrance under the brand name

known as Phantom (The "Brand")



         WHEREAS, Since January 5, 2003 and as contemplated by the Agreement,

Assignors developed the brand.



         WHEREAS, Assignee desires to acquire the License and Assignors desires

to assign the rights to the License to Assignee as set forth herein;



NOW, THEREFORE, in consideration of the mutual covenants, representations,

warranties and agreements herein contained, the parties hereto agree as follows



FOR GOOD AND VALUABLE CONSIDERATION, Assignors hereby assigns, transfers and

sets over to Assignee all rights, title and interest held by the Assignors in

and to the License:



The Assignors warrants and represents that said License is in full force and

effect and is fully assignable.



The Assignors warrants that the License is without modification, and remains on

the terms contained.



The Assignors further warrants that it has full right and authority to transfer

said License and that the License rights herein transferred are free of lien,

encumbrance or adverse claim.



The Assignee hereby assumes and agrees to perform all the remaining and

executory obligations of the Assignors under the License and agrees to indemnify

and hold the Assignor harmless from any claim or demand resulting from

non-performance by the Assignee.



The Assignee shall collect 100% of the royalties under the License. Assignee

will be entitled to keep 70% of royalties and remit to Assignor 30% of the

monies it collects









under the License and shall remit it to Assignors 5 business days after receipt

of monies under the License. Assignee is not entitled, and will not share to any

other monies received by Assignors Prior to, nor after the assignment date of

this agreement, (Assignment) for the development rights of the brand which

rights are not assigned herein.



ASSIGNMENT AND DELIVERY OF CERTAIN ASSETS.



The Assignee shall cause the issuance of 2,500,000 Shares of Assignee's

Preferred Convertible Stock to Assignors and Assignors shall deliver to Assignee

the License Agreement in the form attached hereto as Exhibit A.

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