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                              ASSUMPTION AGREEMENT



      This Assumption Agreement (the "Agreement") is entered into and dated

effective as of January 20, 2005 (the "Effective Date") by and among Marine Jet

Technology Corp., a Nevada corporation (the "Company"), Intellijet Marine, Inc.,

a Nevada corporation ("Intellijet"), and Jeff P. Jordan, an adult resident of

the State of Washington ("Jordan").



                                    RECITALS



      A. Intellijet is a wholly owned subsidiary of the Company without any

business assets or activities, and Company owns all of the capital stock of

Intellijet.



      B. Company owns certain technology relating to marine jet propulsion

systems including, without limitation, certain patents, trademarks, know-how,

and intellectual property right relating to marine jet propulsion systems

("Technology").



      C. Company desires to discontinue its existing business operations

relating to the Technology and transfer such Technology and certain other assets

to Intellijet in accordance with the terms hereof.



      D. Company desires to transfer and assign to Intellijet, as a further

contribution to capital, all of its assets of every kind and description

(including the Technology and all goodwill associated therewith, but

specifically excluding the capital stock of Intellijet and cash in the amount of

approximately $2,500) including, without limitation, the assets specifically set

forth on the Schedule attached hereto ("Assets").



      E. In connection with the transfer of said Assets to Intellijet,

Intellijet has agreed to assume, and indemnify Company against, all of Company's

obligations and liabilities of every kind and description.



      F. Company and Jordan desire to settle any and all obligations and claims

with respect to any debt and/or obligations of the Company owed to Jordan

including, without limitation, any obligations of the Company incurred in

connection with Jordan's capacity as an employee, officer and director of the

Company ("Jordan Obligations").



      G. Company has no assets available to pay any liabilities or obligations

of the Company.



      H. Following the completion of the transactions contemplated hereunder,

Company desires to distribute all of the capital stock of Intellijet to its

stockholders on a pro rata basis ("Distribution").



                                   AGREEMENTS



      NOW, THEREFORE, in consideration of the above recitals, the following

representations, warranties, covenants and conditions, and other good and

valuable consideration, the receipt of which is acknowledged, the parties agree

as follows:





                                       1

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      1. Transfer and Assignment of Assets. Except for the capital stock of

Intellijet held by Company and approximately $2,500 in cash, Company hereby

sells, assigns, conveys, transfers and delivers to Intellijet, as a further

contribution of capital, on an "AS IS, WHERE IS" basis, without any warranties

or representations of any kind or nature, all of the Company's right, title, and

interest in and to the Assets.



      2. Assumption of Liabilities. Intellijet hereby assumes, and agrees to

pay, observe and perform all of the duties, obligations, terms, provisions and

covenants of, all of Company's burdens, debts, obligations and liabilities of

every nature and kind, whether liquidated or contingent, choate or inchoate,

known or unknown, including but not limited to Company's accounts payable,

vendor claims, notes payable, obligations under any contracts, agreement,

instruments, licenses and leases, accrued salaries and benefits, taxes of any

kind or nature, filings made with any regulatory agencies, fines and penalties,

accrued expenses, employment matters and benefits, employment contracts, debt,

subordinated debt, claims made by any past or current holders of the Company's

securities, warranties and other customer claims, actions and proceedings,

pending or threatened, and liabilities, obligations or claims, whether or not

presently asserted, arising out of, relating to or connection with the Company's

Assets or any business heretofore conducted by the Company or any of its

affiliates and subsidiaries at any time prior to the closing of that certain

Securities Purchase Agreement ("Purchase Agreement") between Jordan and Keating

Reverse Merger Fund, LLC ("KRM Fund") dated January 11, 2005 ("Closing") (the



"Assumed Liabilities"). The Assumed Liabilities shall include, but not be

limited to: (i) all of the Company's liabilities and obligations under any

license agreements including all obligations for the payment of past, current or

future royalties payable thereunder; (ii) any claims by past or present

stockholders, debt holders, warrant holders, or option holders of the Company on

account of actions or events occurring prior to the Closing, including the

Distribution, (iii) each of the liabilities set forth on the Schedule attached

hereto, each of which shall be paid in full at or prior to Closing, and (iv) any

and all obligations of the Company with respect to the 2004 stock option plan of

the Company, the registration statement filed with the SEC with respect thereto,

and any and all shares issued under such plan or registration statement ("Option

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