Exhibit 10.10
INTELLECTUAL PROPERTY ASSIGNMENT
INTELLECTUAL PROPERTY ASSIGNMENT made as of the 29th day of
December,
2005, by Star Number, Inc., a Delaware corporation with its
principal place of
business at 10803 Parkridge Boulevard, Suite 100, Reston, Virginia
20191 (the
"Assignor"), to TelePlus Wireless, Corp., a Nevada corporation with
its
principal place of business at 7575 TransCanada, Suite 305,
St-Laurent, Quebec,
H4T 1V6 (the "Assignee").
R E
C I T A L S
The
Assignee and the Assignor are parties to an Asset Purchase
Agreement
of even date herewith (the "Purchase Agreement"), pursuant to which
the Assignor
has agreed to sell to the Assignee and the Assignee has agreed to
buy from the
Assignor the Purchased Assets (as defined in the Purchase
Agreement), including
without limitation the trademarks of the Assignor. Pursuant to the
Purchase
Agreement, the Assignor has agreed to execute such instruments as
the Assignee
may reasonably request in order more effectively to sell, convey,
assign,
transfer, deliver, assure and confirm to the Assignee and its
successors and
assigns, or to aid and assist in the collection of or reducing to
possession by
the Assignee of, all of such Purchased Assets.
In
accordance therewith, the Assignor desires to transfer and assign
to
the Assignee, and the Assignee desires to accept the transfer and
assignment of,
all of the Assignor's worldwide right, title and interest in, to
and under the
Assignor's registered and unregistered domestic and foreign
trademarks and
trademark applications, including without limitation, the
trademarks and
trademark applications listed on Schedule A annexed hereto and
incorporated
herein by reference (all of the foregoing being referred to herein
as the
"Trademarks").
NOW,
THEREFORE, the Assignor, for and in exchange for the payment of
the
purchase price set forth in the Purchase Agreement, the rece
