INTELLECTUAL PROPERTY SECURITY AGREEMENT

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EXHIBIT 10.6

INTELLECTUAL PROPERTY SECURITY AGREEMENT

INTELLECTUAL PROPERTY SECURITY AGREEMENT (this "Agreement" dated as of February
13, 2007, by and among Conectisys Corporation, a Colorado corporation (the
"Company"), and the secured parties signatory hereto and their respective
endorsees, transferees and assigns (collectively, the "Secured Party").

W I T N E S S E T H :

WHEREAS, pursuant to a Securities Purchase Agreement, dated the date hereof,
between Company and the Secured Party (the "Purchase Agreement"), Company has
agreed to issue to the Secured Party and the Secured Party has agreed to
purchase from Company certain of Company's 6% Callable Secured Convertible
Notes, due three years from the date of issue (the "Notes"), which are
convertible into shares of Company's Common Stock, no par value per share (the
"Common Stock").  In connection therewith, Company shall issue the Secured Party
certain Common Stock purchase warrants (the "Warrants"); and

WHEREAS, in order to induce the Secured Party to purchase the Notes, Company has
agreed to execute and deliver to the Secured Party this Agreement for the
benefit of the Secured Party and to grant to it a first priority security
interest in certain Intellectual Property (defined below) of Company to secure
the prompt payment, performance and discharge in full of all of Company's
obligations under the Notes and exercise and discharge in full of Company's
obligations under the Warrants; and

NOW, THEREFORE, in consideration of the agreements herein contained and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:

1.      Defined Terms.  Unless otherwise defined herein, terms which are defined
in the Purchase Agreement and used herein are so used as so defined; and the
following terms shall have the following meanings:

"Software Intellectual Property"  shall mean:

(a)     all software programs (including all source code, object code and all
related applications and data files), whether now owned, upgraded, enhanced,
licensed or leased or hereafter acquired by the Company, above;

(b)     all computers and electronic data processing hardware and firmware
associated therewith;

(c)     all documentation (including flow charts, logic diagrams, manuals,
guides and specifications) with respect to such software, hardware and firmware
described in the preceding clauses (a) and (b); and

(d)     all rights with respect to all of the foregoing, including, without
limitation, any and all upgrades, modifications, copyrights, licenses, options,
warranties, service contracts, program services, test rights, maintenance
rights, support rights, improvement rights, renewal rights and indemnifications
and substitutions, replacements, additions, or model conversions of any of the
foregoing.

"Copyrights" shall mean (a) all copyrights, registrations and applications for
registration, issued or filed, including any reissues, extensions or renewals
thereof, by or with the United States Copyright Office or any similar office or
agency of the United States, any state thereof, or any other country or
political subdivision thereof, or otherwise, including, all rights in and to the
material constituting the subject matter thereof, including, without limitation,
any referred to in Schedule B hereto, and (b) any rights in any material which
is copyrightable or which is protected by common law, United States copyright
laws or similar laws or any law of any State, including, without limitation, any
thereof referred to in Schedule B hereto.

"Copyright License" shall mean any agreement, written or oral, providing for a
grant by the Company of any right in any Copyright, including, without
limitation, any thereof referred to in Schedule B hereto.

"Intellectual Property" shall means, collectively, the Software Intellectual
Property, Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks,
Trademark Licenses and Trade Secrets.

"Obligations" means all of the Company's obligations under this Agreement and
the Notes, in each case, whether now or hereafter existing, voluntary or
involuntary, direct or indirect, absolute or contingent, liquidated or
unliquidated, whether or not jointly owed with others, and whether or not from
time to time decreased or extinguished and later decreased, created or incurred,
and all or any portion of such obligations or liabilities that are paid, to the
extent all or any part of such payment is avoided or recovered directly or
indirectly from the Secured Party as a preference, fraudulent transfer or
otherwise as such obligations may be amended, supplemented, converted, extended
or modified from time to time.

"Patents" shall mean (a) all letters patent of the United States or any other
country or any political subdivision thereof, and all reissues and extensions
thereof, including, without limitation, any thereof referred to in Schedule B
hereto, and (b) all applications for letters patent of the United States and all
divisions, continuations and continuations-in-part thereof or any other country
or any political subdivision, including, without limitation, any thereof
referred to in Schedule B hereto.

"Patent License" shall mean all agreements, whether written or oral, providing
for the grant by the Company of any right to manufacture, use or sell any
invention covered by a Patent, including, without limitation, any thereof
referred to in Schedule B hereto.

"Security Agreement" shall mean the Security Agreement, dated the date hereof
between Company and the Secured Party.

"Trademarks" shall mean (a) all trademarks, trade names, corporate names,
company names, business names, fictitious business names, trade styles, service
marks, logos and other source or business identifiers, and the goodwill
associated therewith, now existing or hereafter adopted or acquired, all
registrations and recordings thereof, and all applications in connection
therewith, whether in the United States Patent and Trademark Office or in any
similar office or agency of the United States, any state thereof or any other
country or any political subdivision thereof, or otherwise, including, without
limitation, any thereof referred to in Schedule B hereto, and (b) all reissues,
extensions or renewals thereof.

"Trademark License" shall mean any agreement, written or oral, providing for the
grant by the Company of any right to use any Trademark, including, without
limitation, any thereof referred to in Schedule B hereto.

"Trade Secrets" shall mean common law and statutory trade secrets and all other
confidential or proprietary or useful information and all know-how obtained by
or used in or contemplated at any time for use in the business of the Company
(all of the foregoing being collectively called a "Trade Secret"), whether or
not such Trade Secret has been reduced to a writing or other tangible form,
including all documents and things embodying, incorporating or referring in any
way to such Trade Secret, all Trade Secret licenses, including each Trade Secret
license referred to in Schedule B hereto, and including the right to sue for and
to enjoin and to collect damages for the actual or threatened misappropriation
of any Trade Secret and for the breach or enforcement of any such Trade Secret
license.

2.      Grant of Security Interest.  In accordance with Section 3(m) of the
Security Agreement, to secure the complete and timely payment, performance and
discharge in full, as the case may be, of all of the Obligations, the Company
hereby, unconditionally and irrevocably, pledges, grants and hypothecates to the
Secured Party, a continuing security interest in, a continuing first lien upon,
an unqualified right to possession and disposition of and a right of set-off
against, in each case to the fullest extent permitted by law, all of the
Company's right, title and interest of whatsoever kind and nature in and to the
Intellectual Property (the "Security Interest").

3.      Representations and Warranties.  The Company hereby represents and
warrants, and covenants and agrees with, the Secured Party as follows:

(a)     The Company has the requisite corporate power and authority to enter
into this Agreement and otherwise to carry out its obligations thereunder.  The
execution, delivery and performance by the Company of this Agreement and the
filings contemplated therein have been duly authorized by all necessary action
on the part of the Company and no further action is required by the Company.
This Agreement constitutes a legal, valid and binding obligation of the Company
enforceable in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditor's rights generally.

(b)     The Company represents and warrants that it has no place of business or
offices where its respective books of account and records are kept (other than
temporarily at the offices of its attorneys or accountants) or places where the
Intellectual Property is stored or located, except as set forth on Schedule A
attached hereto;

(c)     The Company is the sole owner of the Intellectual Property (except for
non-exclusive licenses granted by the Company in the ordinary course of
business), free and clear of any liens, security interests, encumbrances, rights
or claims, and is fully authorized to grant the Security Interest in and to
pledge the Intellectual Property, except as set forth on Schedule B.  There is
not on file in any governmental or regulatory authority, agency or recording
office an effective financing statement, security agreement, license or transfer
or any notice of any of the foregoing (other than those that have been filed in
favor of the Secured Party pursuant to this Agreement or a security agreement
prior to the date hereof) covering or affecting any of the Intellectual
Property, except as set forth on Schedule B.  So long as this Agreement shall be
in effect, the Company shall not execute and shall not knowingly permit to be on
file in any such office or agency any such financing statement or other document
or instrument (except to the extent filed or recorded in favor of the Secured
Party pursuant to the terms of this Agreement or a security agreement prior to
the date hereof), except for a financing statement covering assets acquired by
the Company after the date hereof or as set forth on Schedule B, provided that
the value of the Intellectual Property covered by this Agreement along with the
Collateral (as defined in the Security Agreement) is equal to at least 150% of
the Obligations.

(d)     The Company shall at all times maintain its books of account and records
relating to the Intellectual Property at its principal place of business and its
Intellectual Property at the locations set forth on Schedule A attached hereto
and may not relocate such books of account and records unless it delivers to the
Secured Party at least 30 days prior to such relocation (i) written notice of
such relocation and the new location thereof (which must be within the United
States) and (ii) evidence that the necessary documents have been filed and
recorded and other steps have been taken to perfect the Security Interest to
create in favor of the Secured Party valid, perfected and continuing first
priority liens in the Intellectual Property to the extent they can be perfected
through such filings.

(e)     This Agreement creates in favor of the Secured Party a valid security
interest in the Intellectual Property securing the payment and performance of
the Obligations and, upon making the filings required hereunder, a perfected
first priority security interest in such Intellectual Property to the extent
that it can be perfected through such filings.

(f)      Upon request of the Secured Party, the Company shall execute and
deliver any and all agreements, instruments, documents, and papers as the
Secured Party may request to evidence the Secured Party's security interest in
the Intellectual Property and the goodwill and general intangibles of the
Company relating thereto or represented thereby, and the Company hereby appoints
the Secured Party its attorney-in-fact to execute and file all such writings for
the foregoing purposes, all acts of such attorney being hereby ratified and
confirmed; such power being coupled with an interest is irrevocable until the
Obligations have been fully satisfied and are paid in full.

(g)     Except as set forth on Schedule B, the execution, delivery and
performance of this Agreement does not conflict with or cause a breach or
default, or an event that with or without the passage of time or notice, shall
constitute a breach or default, under any agreement to which the Company is a
party or by which the Company is bound.  No consent (including, without
limitation, from stock holders or creditors of the Company) is required for the
Company to enter into and perform its obligations hereunder.

(h)     The Company shall at all times maintain the liens and Security Interest
provided for hereunder as valid and perfected first priority liens and security
interests in the Intellectual Property to the extent they can be perfected by
filing in favor of the Secured Party until this Agreement and the Security
Interest hereunder shall terminate pursuant to Section 11.  The Company hereby
agrees to defend the same against any and all persons.  The Company shall
safeguard and protect all Intellectual Property for the account of the Secured
Party.  Without limiting the generality of the foregoing, the Company shall pay
all fees, taxes and other amounts necessary to maintain the Intellectual
Property and the Security Interest hereunder, and the Company shall obtain and
furnish to the Secured Party from time to time, upon demand, such releases
and/or subordinations of claims and liens which may be required to maintain the
priority of the Security Interest hereunder.

(i)     The Company will not transfer, pledge, hypothecate, encumber, license
(except for non-exclusive licenses granted by the Company in the ordinary course
of business), sell or otherwise dispose of any of the Intellectual Property
without the prior written consent of the Secured Party.

(j)     The Company shall, within ten (10) days of obtaining knowledge thereof,
advise the Secured Party promptly, in sufficient detail, of any substantial
change in the Intellectual Property, and of the occurrence of any event which
would have a material adverse effect on the value of the Intellectual Property
or on the Secured Party's security interest therein.

(k)     The Company shall permit the Secured Party and its representatives and
agents to inspect the Intellectual Property at any time, and to make copies of
records pertaining to the Intellectual Property as may be requested by the
Secured Party from time to time.

(l)     The Company will take all steps reasonably necessary to diligently
pursue and seek to preserve, enforce and collect any rights, claims, causes of
action and accounts receivable in respect of the Intellectual Property.

(m)     The Company shall promptly notify the Secured Party in sufficient detail
upon becoming aware of any  attachment, garnishment, execution or other legal
process levied against any Intellectual Property and of any other information
received by the Company that may materially affect the value of the Intellectual
Property, the Security Interest or the rights and remedies of the Secured Party
hereunder.

(n)     All information heretofore, herein or hereafter supplied to the Secured
Party by or on behalf of the Company with respect to the Intellectual Property
is accurate and complete in all material respects as of the date furnished.

(o)     Schedule A attached hereto contains a list of all of the subsidiaries of
Company.

(p)     Schedule B attached hereto includes all Licenses, and all Patents and
Patent Licenses, if any, owned by the Company in its own name as of the date
hereof.  Schedule B hereto includes all Trademarks and Trademark Licenses, if
any, owned by the Company in its own name as of the date hereof.  Schedule B
hereto includes all Copyrights and Copyright Licenses, if any, owned by the
Company in its own name as of the date hereof.  Schedule B hereto includes all
Trade Secrets and Trade Secret Licenses, if any, owned by the Company as of the
date hereof.  To the best of the Company's knowledge, each License, Patent,
Trademark, Copyright and Trade Secret is valid, subsisting, unexpired,
enforceable and has not been abandoned.  Except as set forth in Schedule B, none
of such Licenses, Patents, Trademarks, Copyrights and Trade Secrets is the
subject of any licensing or franchise agreement.  To the best of the Company's
knowledge, no holding, decision or judgment has been rendered by any
Governmental Body which would limit, cancel or question the validity of any
License, Patent, Trademark, Copyright and Trade Secrets .  No action or
proceeding is pending (i) seeking to limit, cancel or question the validity of
any License, Patent, Trademark, Copyright or Trade Secret, or (ii) which, if
adversely determined, would have a material adverse effect on the value of any
License, Patent, Trademark, Copyright or Trade Secret.  The Company has used and
will continue to use for the duration of this Agreement, proper statutory notice
in connection with its use of the Patents, Trademarks and Copyrights and
consistent standards of quality in products leased or sold under the Patents,
Trademarks and Copyrights.

(q)     With respect to any Intellectual Property:

(i)     such Intellectual Property is subsisting and has not