Transfer of Technology

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Transfer of Technology

THIS AGREEMENT

made as of [Date of Agreement (ie. July 1, 2002)] between [Name of Seller] (the "Seller") of [Address of Seller] and [Name of Buyer] (the "Buyer") of [Address of Buyer].

WHEREAS

:(A)the Seller is the developer of a unique, innovative and proprietary form of technology inthe area of [Brief Description of Technology (ie. optical imaging)] more particularlydescribed in Schedule "A" hereto (collectively the "Technology");(B)the Seller wishes to sell to the Buyer, and the Buyer wishes to purchase from the Seller theTechnology;

NOW THEREFORE

in consideration of the sum of Two Dollars ($2.00) now paid by the Buyer to the Seller, and for other good and valuable consideration, the receipt and sufficiency of which ishereby acknowledged, the Seller hereby agrees as follows:1.The Seller hereby sells, assigns and transfers all of his right, title, and interest in and to theTechnology and intellectual property rights therein to the Buyer.2.The Seller hereby represents and warrants as follows:(a)That the Seller is, as of the date hereof, the lawful, recorded beneficial owner of the Technology, free and clear of any security interest, claims, liens, charges, pledges or encumbrances; and(b)That except as set out herein, upon delivery of the Technology, the Buyer willacquire good and valid title to the Technology, free and clear of any securityinterest, claims, liens, pledges or encumbrances, interruptions or disturbances.

IN WITNESS WHEREOF

the Seller has executed this Agreement on the date first abovewritten.Witness

[NAME OF SELLER]

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