INTELLECTUAL PROPERTY TRANSFER AGREEMENT

The Assignor and the Assignee have entered into a letter agreement dated January 10, 2008 regarding, among other things, an intellectual property sale and the issuance of shares (the " Letter Agreement "); and

The Assignor and the Assignee wish to perfect in the Assignee all right, title and interest in the intellectual property contemplated in the Letter Agreement.

Definitions

Where used herein or in any amendment hereto, unless the context otherwise requires, each of the words and phrases set out in Schedule "B" attached hereto will have the meanings set forth therein.

Assignment and Waiver of Moral Rights

The Assignor assigns absolutely and irrevocably to the Assignee, its successors and assigns, the Assignor's entire right, title, and interest throughout the world in the Transferred Intellectual Property.

The Assignor, for itself, its officers, directors, shareholders, consultants, employees and agents and all others involved in the creation of the Transferred Intellectual Property, hereby irrevocably and in perpetuity waives, in favour of the Assignee and its successors and assigns, all moral rights in and to the Transferred Intellectual Property, including, without limitation: (i) the right to restrain or claim damages for any distortion, mutilation or other modification of the Transferred Intellectual Property or any part thereof whatsoever; (ii) the right to be associated with the Transferred Intellectual Property; and (iii) the right to restrain use or reproduction of the Transferred Intellectual Property in any context and in connection with any product or service. This waiver will be binding upon the heirs, executors, administrators, assigns and personal representatives of the Assignor, its officers, directors, shareholders, consultants, employees and agents and all others involved in the creation of the Transferred Intellectual Property.

Further Assurances

After Closing, as and so often as the Assignee may require, the Assignor will, at the expense of the Assignee, execute and deliver to the Assignee, all such further documents, do or cause to be done all such further acts and things, and give all such further assurances as in the opinion of the Assignee or its counsel are necessary or advisable to give full effect to the provisions and intent of this Agreement.

Without limiting the foregoing, the Assignor will, at Assignee’s expense:

execute and deliver to the Assignee all documents that may be necessary or desirable to perfect the Assignee's claim to the Transferred Intellectual Property, including executing and delivering additional applications and assignments;

execute and deliver to the Assignee all documents that may be necessary or desirable in connection with any interference, conflict or opposition proceeding relating to the Transferred Intellectual Property and co-operate with the Assignee in every way possible in obtaining evidence and going forward with such interference, conflict or opposition proceeding;

testify in any legal proceeding relating to the Transferred Intellectual Property; and

generally do everything possible to aid the Assignee, its successors and assigns, to obtain and enforce its right, title and interest in the Transferred Intellectual Property.

The Assignor authorizes and requests that any and all intellectual property offices issue to the Assignee any and all letters patent, grants of rights, certificates of registration or the like pertaining to the Transferred Intellectual Property.

Representations and Warranties

The Assignor represents and warrants that it has the full authority to assign the Transferred Intellectual Property free and clear of any material charges, encumbrances, liens or claims and that it has not executed and will not execute any conflicting agreement.

The Assignor represents and warrants that it has the full authority to waive all moral rights in the Transferred Intellectual Property on behalf of itself, its officers, directors, shareholders, consultants, employees and agents, and all others involved in the creation of the Transferred Intellectual Property.

Assets at Risk

The Transferred Intellectual Property will be at the risk of the Assignor up to the Closing.

Non-Disclosure

The Assignor, for itself, its officers, directors, shareholders, consultants, employees and agents agrees that, except with the Assignee’s express prior written consent, they each will not disseminate, disclose or use, or knowingly allow, permit or cause others to disseminate, disclose or use any of the Transferred Intellectual Property.

Damages Inadequate

The Assignor acknowledges that damages at law may be an inadequate remedy for a breach or threatened breach of this Agreement and hereby agrees that, in the event of a breach or threatened breach of any provision hereof, the Assignee’s rights and Assignor’s obligations hereunder will be enforceable by specific performance, injunction, or other equitable remedy.

Assignment of Agreement

This Agreement and the rights, duties, and obligations of the Assignor hereunder will not be assigned without the prior written and unfettered consent of the Assignee.

Time of the Essence

Time is of the essence of this Agreement.

Laws and Courts

This Agreement will be governed and interpreted in accordance with the laws of the State of New York. All disputes arising under this Agreement will be referred to the courts