ASSIGNMENT AND AGREEMENT

1.1  

“Assigned Product” shall mean the Solar-Based Power Generating System and Method Therefor as disclosed and claimed in the United States Patent Application dated March 8, 2001 and any improvements thereon that are dominated by U.S. Patent Application Number 10/094,155.

1.2  

“Assignor Patent Rights” shall mean U.S. Patent Application Number l0/094,l55 or any additional patent applications filed on any improvements of the Assigned Product, all U.S. patents issuing thereon, and any corresponding foreign patents and patent applications throughout the world which lay claim convention priority upon, or is dominated by, such United States patent or patent application.

1.3  

“Licensee” shall mean any entity, whether a partnership, firm, company, corporation or otherwise to which Assignee grants a license under Assignor’s Patent Rights.

1.4  

“Valid Claim” shall mean any claim in any patent application that is allowed, resulting in an issuance of a United States Letters of Patent or any patent not yet expired included in the Assignor Patent Rights in the respective countries which has not been denied, nor invalidated by a decree of a Tribunal of competent jurisdiction, from which no further appeal is available.

1.5  

“Commercially Exploited” shall mean the use, sale, lease or other activity serving to generate income on the Assigned Product.

1.6  

“Gross Sales Price” shall mean the gross selling price received by Assignee and its Licensees of the Assigned Product, F.O.B. factory, without any deductions for cash discounts, including retail, wholesale and direct sales by mail order. When an Assigned Product is included as part of an Assignee Product containing, incorporating or including products and materials other than Assigned Products, any royalty or other amount payable under this Assignment and Agreement shall be payable only with respect to the portion of the Gross Sales Price for such Assignee Product allocable to the included Assigned Product(s). The Gross Sales Price allocable to such included Assigned Product(s) shall be the cost of such Assigned Product(s) increased by the markup on the entire Assignee Product. Example: Assignee sells a 10-ton package rooftop unit containing an Assigned Product for $5,000. The cost of the entire package is $3,846, meaning that the package is sold with a 30% markup. The aggregate cost of the Assigned Product(s) included in the system is $540. Accordingly, the “Gross Sales Price” of

such Assigned Product(s) in this example would be $702. For the purposes of this paragraph, (i) “Assignee Product” means and includes any item, products, systems and/or package, and/or any collection or aggregation of items, products, system, and/or packages, marketed and either licensed or sold by Assignee, (ii) any reference to the “cost” of an Assignee Product or any element, component, part or portion of an Assignee Product means the cost thereof to Assignee (or other person selling such Assignee Product) as reflected on the books and records of the seller, and (iii) any reference to the “markup” on, of or with respect to any Assignee Product means the excess, if any, of the gross selling price of such Assignee Product over the cost thereof, divided by such cost, expressed as a percentage. With respect to any Assigned Product or Assignee Product sold by any Licensee, royalties and other amounts are payable under this Assignment and Agreement only with respect to the amounts received by the Licensee.

2.1  

Assignor hereby assigns to Assignee all of the Assignor Patent Rights throughout the world.

2.2  

The assignment granted under Paragraph 2.1 of this Article II includes the right to grant licenses to import, make, have made, use and sell the Assigned Product throughout the world. Assignee shall give written notice to Assignor with respect to each license granted by the Assignee.

2.3  

The assignment of rights hereunder is limited to those rights included in Assignor Patent Rights.

3.1  

In consideration of the Assignment of Paragraph 2.1 of Article II, Assignee shall pay Assignor, royalties as set forth in Paragraph 3.2 of this Article III.

3.2  

Assignee agrees to pay Assignor an accrued royalty in the amount of three percent (3%) of the Gross Sales Price for each product manufactured, distributed, sold, etc. that is covered by/under, or becomes covered by a Letters of Patent, derived or accomplished by the Patent Application set forth in Paragraph 1.1 of Article I. To the extent Assignee grants a license to a third party under Assignor Patent Rights and receives royalties or other remuneration therefor, then Assignee agrees to pay Assignor three percent (3%) of such royalties and/or license fees.

3.3  

No royalty shall be paid twice on the same Assigned Product and any customer or Assignee or its Licensees is entitled to resale or export the Assigned Product anywhere in the world without the payment of additional royalties.

3.4  

Royalties will accrue on each product manufactured, distributed, or sold that is covered by/under a Patent Pending Application. Royalties will not be paid or disbursed until such time as the actual Patent has issued. In the event that a Patent

Application is; a) abandoned, b) allowed no claims, c) rejected, or d) determined to be without the ability to file arguments that would result in Valid Claims, then no royalty would be paid, and all royalties accrued would revert to Assignee. In the event a Patent Application results in an issuance of a United States Letter of Patents, then all accrued royalties will be dispersed in accordance with Paragraphs 6.1 and 6.2 of Article VI.

3.5  

Minimum Annual Royalties are as follows:

Until April 1, 2004 the royalty rate shall be 0%. and the minimum annual royalty shall be $0, and no royalty or other payment shall be due and payable until April 1, 2004.

After April 1, 2004 the minimum annual royalties shall be:

Upon and from the date of Patent Issuance—

Every Year Thereafter Until the Expiration of the Letters of Patent — $100,000.00

4.1  

Assignee shall use reasonable efforts to COMMERCIALLY EXPLOIT the Assigned Product.

4.2  

Assignee shall have control of the preparation and prosecution of all pending patent applications, in respect to the aforementioned patents as covered in the Assigned Product and any pending patent applications, in respect to the aforementioned patent application as covered in the Assigned Product, included within Assignor Patent Rights.

4.3  

Assignee shall pay for the expenses and costs relating to such preparation and prosecution of those applicatio