EXHIBIT 10.3

                  ASSIGNMENT OF TECHNOLOGY FOR V003 TECHNOLOGY





                            ASSIGNMENT OF TECHNOLOGY

WHEREAS,  the  undersigned  Verdant,  Inc.  ("VI"),  acquired  a  certain  "V003
Technology" and related intellectual property and assets,  including trade name,
and  trademark  rights,  pursuant  to a October  26,  2005,  Technology  License
Agreement from Synchem Technologies LLC, and

WHEREAS,  the V003 Paraffin Solvent is a turpine based, highly effective product
for  removing  accumulations  of paraffin  and also for  reducing  viscosity  of
asphaltines both down-hole and in oil collection and storage tanks.

V003 functions as both a solvent for paraffin wax and as a wax  dispersant  when
water  is  present.  V003  provides  a much  faster,  more  effective  and  cost
- -efficient  alternative  to the  mechanical  and  hot  fluid  injection  methods
currently employed by well owners.

V003 is refinable,  biodegradable,  non-caustic,  non-corrosive,  non-acidic and
environmentally safe.

V003 is effective and efficient in removing paraffin/asphaltine buildup within;

   o     Current Oil Producing Wells - dissolving  paraffin in current producing
         oil wells quickly to reduce well downtime and increase production.

   o     Inefficient  Oil Wells - paraffin is reduced and  eliminated  to resume
         operation on previously inefficient or inoperable oil wells.

   o     Closed Oil Wells - efficient and effective for opening closed wells due
         to paraffin buildup.

   o     Maintaining  current oil well production  levels less  expensively than
         through mechanical removal or hot oil servicing.

   o     Oil Storage and Holding tanks cleaning.

   o     Flowline and Pump cleaning.


WHEREAS, the V003 Technology is described with technical information,  know-how,
processes,  procedures,  compositions,  devices, methods,  formulas,  protocols,
techniques, software, designs, drawings, schematics, and specifications.









WHEREAS the V003 Technology includes:  (a) all of the Intellectual Property, and
goodwill  associated  therewith,  licenses and sublicenses  granted and obtained
with respect thereto,  and rights  thereunder,  remedies  against  infringements
thereof,  and rights to  protection  of interests  therein under the laws of all
jurisdictions,  (b) leases,  subleases,  and rights thereunder,  (c) agreements,
contracts, indentures,  mortgages,  instruments, security interests, guaranties,
other similar  arrangements,  and rights  thereunder,  (d) accounts,  notes, and
other  receivables  associated  therewith,  (e) claims,  deposits,  prepayments,
refunds,  causes of action, choses in action, rights of recovery,  rights of set
off, and rights of recoupment associated therewith,  (f) franchises,  approvals,
permits, licenses, orders, registrations,  certificates,  variances, and similar
rights obtained from governments and governmental agencies associated therewith,
(g) books, records,  ledgers,  files, documents,  correspondence,  lists, plans,
drawings,  and specifications,  creative materials,  advertising and promotional
materials,  studies,  reports,  and other  printed  or  written  specifications,
creative materials, advertising and promotional materials, studies, reports, and
other printed or written materials associated with the V003 Technology,

NOW THEREFORE, in consideration of the sum of one dollar ($1.00), the receipt of
which is hereby  acknowledged,  and other good and  valuable  consideration,  VI
hereby  irrevocably  assigns all of its right,  title and interest in and to the
V003 Technology to HEARTSTAT TECHNOLOGY, INC, a Delaware corporation. Under this
assignment HeartSTAT Technology, Inc. will also assume all obligations under the
original Technology License Agreements executed by VI.

          This Assignment is  made on the 1st day of  November 2005,
          and is  to be interpreted  in  accordance with the laws of
          the State of Delaware.

              VERDANT, INC: ("VI")

              /s/ DAVID CURD
              ----------------------------------------------
              SIGNATURE:  David Curd, President and CEO


          This  Assignment  is  accepted on the  1st day of November
          2005, and is to be interpreted in accordance with the laws
          of the State of Delaware.

              HEARTSTAT TECHNOLOGY, INC: ("HTI")

              /s/ GARRETT KRAUSE
              ----------------------------------------------
              SIGNATURE:  Garrett Krause, President and CEO