EXHIBIT 10.1
Intellectual Property Assignment and Bill of sale
This
Intellectual Property Assignment and Bill of Sale (this
"Agreement")
is entered into as of August 2, 2004 (the
"Effective Date"), by and between
Medstretch, Inc. a corporation organized in
the State of Nevada ("Seller"), and
Dr. Kim Partridge, a resident of Ontario,
Canada ("Purchaser").
RECITALS
WHEREAS,
Seller is a party to that certain share exchange agreement,
dated
August 2, 2004 (the "Exchange
Agreement");
WHEREAS,
pursuant to the Exchange Agreement, Seller has agreed to
irrevocably transfer and assign to
Purchaser all of its right, title and
interest, on a worldwide basis, in, to and
under the assets, which includes
certain items of intellectual property,
relating to muscular - skeletal
programs.
NOW,
THEREFORE, for the return to the Seller of all the shares of
common
stock held in the Seller by Purchaser and
certain other shares, all of which are
to be cancelled and returned to the status
of authorized but unissued shares of
Common Stock, the receipt and sufficiency
of which hereby acknowledged, the
parties hereby agree as follows:
AGREEMENT
1. ASSIGNMENT
1.1 Intellectual Property and Assets.
Seller hereby irrevocably sells,
transfers, conveys, assigns and delivers
all of its right, title and interest of
every kind and character throughout the
world in, to and under the assets and
intellectual property relating to muscular
-skeletal programs owned by Seller to
the full extent of its ownership or
interest therein, including, without
limitation, good will, all rights and
causes of action for infringement or
misappropriation (past, present or future)
of any such intellectual property,
all rights to apply for or register any of
the foregoing, and any and all other
rights and interests arising out of, in
connection with or in relation to the
intellectual property. At Closing, if
requested, Seller shall execute and
deliver to Purchaser a confirmatory
assignment agreement covering, if and to the
ext
