ASSIGNMENT

ASSIGNMENT

This Assignment dated November 9, 2006 evidences an assignment by WAA, LLC, a limited liability company organized under the laws of the State of Delaware (“WAA”), to Zeros & Ones, Inc., a corporation organized under the laws of the State of Nevada (“ZROS”), and certain related agreements between WAA and ZROS.

BACKGROUND

On March 15, 1999, Lockheed Martin Corporation (“Lockheed”) and Centerpoint Broadband Technologies, Inc. (“Centerpoint”), entered into a Technology License Agreement with respect to several patents and patent applications owned by Lockheed or its wholly owned subsidiary, Loral Aerospace Corp. (the “Technology License Agreement”). Under the Technology License Agreement, Lockheed granted to Centerpoint rights under certain patents and patent applications. On or about April, 2000, the Technology License Agreement was amended (the “First License Amendment”). On October 8, 2000, the Technology License Agreement was amended further (the “Second License Amendment”). The Technology License Agreement has not been amended or modified in any other respect. . The Technology License Agreement, the First License Amendment and the Second License Amendment may sometimes be referred to herein as the “License”.

On August 12, 2002, Centerpoint filed for bankruptcy protection in the United States Bankruptcy Court, Northern District of California, Bankruptcy Petition #02-54427 (the “Bankruptcy”). On November 24, 2004, WAA filed a motion in the Bankruptcy seeking approval of sale of the License from Centerpoint to WAA, as well as sale of the patent applications and related technologies and materials listed on the exhibits to the Motion. On December 15, 2004, the court approved the motion and ordered the sale to proceed. In connection therewith, on December 15, 2004, Centerpoint transferred to WAA its ownership interest under certain patents and patent applications listed in an Exhibit A to those documents and attached to this Assignment as Exhibit 1, and also its interest as licensee in certain other patents that had been licensed from Lockheed under the Technology License Agreement, also listed in Exhibit 1 to this Assignment.

WAA has agreed to assign to ZROS all of its right, title and interest to all patent applications purchased from Centerpoint, including any reissues, divisionals, continuations, continuations-in-part, renewals, extensions and foreign counterparts of any of the foregoing (all referred to below collectively as the “Patents”), and all license interest it holds in the patents licensed from Lockheed pursuant to the License, all of which are listed in Exhibit 1 (referred to below as the “Licensed Patents”), and specifically to transfer and assign to ZROS the Technology License Agreement, including both amendments.

AGREEMENT

1.    Assignment and Sale. In consideration of the purchase price specified below, WAA now assigns to ZROS all of its right, title and interest in the Patents and the License, including any rights to recover damages or other remedies in respect of all infringements of the Patents or the Licensed Patents, whether committed before or after the date of this Assignment. WAA further assigns and sells to ZROS any and all designs, drawings, software, boards, prototypes, hard assets, documents, inventory, commercial products, physical embodiments and materials in the possession of WAA received or purchased from Centerpoint (f/k/a Zaffire) pertaining to the Patents or the License. This assignment is intended to be broadly construed to include all intellectual property WAA purchased from Centerpoint, whether during the Bankruptcy, or before or after the Bankruptcy.

2.    Price. Simultaneously with the execution of this Assignment, ZROS is delivering to WAA (a) the sum of $150,000 in cash by wire transfer in immediately available funds (the “Cash”), (b) a Secured Promissory Note with principal amount of $350,000 (the “Note”) and (c) a warrant to purchase 7,500,000 shares of Common Stock of ZROS at an exercise price of $0.07 per share (the current fair market value of that stock) (the “Warrant”).

3.    Further Assurances. WAA will, at the request and cost of ZROS, execute such documents and do such things as ZROS may reasonably request to enable ZROS, or its nominee, to enjoy the benefit of the rights now assigned to it.

(a)    WAA has not previously transferred or pledged any rights in the Patents or the License to another party;

(b)    The First License Amendment has been duly signed by Lockheed and Centerpoint in the form previously provided to ZROS;

(c)    Centerpoint paid the $6,000,000 payment to Lockheed pursuant to the Second License Amendment;

(d)    To the actual knowledge of WAA, without review or investigation, no dispute with Lockheed currently exists regarding the validity, enforceability or exclusive nature of the License;

(e)    To the actual knowledge of WAA, without review or investigation, no dispute exists with Lockheed or any third party regarding any alleged intellectual property infringement of or by the Patents or the License;

(f)     To the actual knowledge of WAA, without review or investigation, neither Centerpoint nor WAA has granted any material license or other right to any third party with respect to the Patents or License;

(g)    WAA has and will transfer good title to the License and Buyer will acquire good title to the License, free and clear of all liens and encumbrances.  

(h)    WAA is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as it is presently being conducted. WAA is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except where the failure to so qualify could not reasonably be expected, either individually or in the aggregate, to have a material adverse effect on the Patents, the License, or the ability to enter into this Assignment. Dana Waldman is the sole owner of WAA.

(i)    WAA has all requisite power and authority, and has taken all action necessary, to execute and deliver this Assignment and each other agreement, document, instrument or certificate contemplated by this Assignment and to consummate the transactions contemplated hereby. This Assignment has been duly and validly executed and delivered by WAA and this Assignment shall constitute a valid and legally binding obligation of WAA, enforceable against WAA in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditors’ rights generally and (b) the general principles of equity, regardless of whether asserted in a proceeding in equity or at law.

(j)    The execution, delivery and performance of this Assignment shall not, directly or indirectly (with or without notice or lapse of time):