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 in the area of [Brief Description of Technology (ie. optical imaging)] more particularly described in Schedule "A" hereto (collectively the "Technology"); the Seller wishes to sell to the Buyer, and the Buyer wishes to purchase from the Seller the Technology;

(B)

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 is hereby acknowledged, the Seller hereby agrees as follows: 1. 2. The Seller hereby sells, assigns and transfers all of his right, title, and interest in and to the Technology and intellectual property rights therein to the Buyer. 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 That except as set out herein, upon delivery of the Technology, the Buyer will acquire good and valid title to the Technology, free and clear of any security interest, claims, liens, pledges or encumbrances, interruptions or disturbances.

(b)

IN WITNESS WHEREOF the Seller has executed this Agreement on the date first above written.

Witness

[NAME OF SELLER]

Schedule "A" Description of Technology
[Describe Technology in Detail (include patents, provisional patents, know how, moral rights and other intellectual property)]

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