TECHNOLOGY ASSIGNMENT & BILL OF SALE
This Assignment & Bill of Sale are entered as of November _____, 2004 by
and between SERVICES BY DESIGNWISE, LTD., an Illinois Corporation, (hereinafter
referred to as "SBD") and TECHALT, INC., a Nevada Corporation, (hereinafter
referred to as "TechAlt"). SBD and TechAlt collectively shall be referred to as
the "Parties." The assignment and stock issuance hereunder is intended to
qualify for tax-free treatment under Internal Revenue Code Section 351.
1. Assignment
SDB hereby assigns to TechAlt exclusively throughout the world, all of
SBD's right, title and interest (whether or not now existing) solely in the (i)
subject matter referred to in SCHEDULE A ("Technology"), (ii) all precursors,
portions and work in progress with respect to SCHEDULE A and all inventions,
works of authorship, mask works, technology, written information, and materials
and (iii) all copyrights, patent rights, trade secret rights, trademark rights,
mask works rights, sui generis database rights and other intellectual property
rights and all business, contract rights and goodwill in, incorporated or
embodied in, used to develop or produce or use, or related to SCHEDULE A
(collectively "Intellectual Property").
2. Compensation
TechAlt agrees to provide consideration for this transaction, as
identified in the Settlement Agreement of even date between the Parties. The
value identified in said Settlement Agreement shall be the only consideration
required of TechAlt with respect to the subject matter of this Agreement.
3. Further Assurances; Moral Rights
3.1 SBD agrees to reasonably assist TechAlt to evidence, record and
perfect the Section 1 assignment, and to apply for and obtain recordation of and
from time to time secure, enforce, maintain, and defend the assigned rights.
3.2 To the extent allowed by law, Section 1 includes all rights of
paternity, integrity, disclosure and withdrawal and any other rights that may be
known as or referred to as "moral rights," "artist's rights," "droit moral," or
the like (collectively "Moral Rights"). To the extent SBD retains any such Moral
Rights under applicable law, SBD hereby ratifies and consents to, and provides
all necessary ratifications and consents to, any action that may be taken with
respect to such Moral Rights by or authorized by TechAlt; SBD agrees not to
assert any Moral Rights with respect thereto. SBD will confirm any such
ratifications, consents and agreements from time to time as requested by
TechAlt.
4. Bill of Sale
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which
being hereby acknowledged, and in payment of the sums defined in the Settlement
Agreement, of even date herewith, SBD does hereby sell and transfer to TechAlt,
all chattels and personal property embodied in the assigned assets as defined in
SCHEDULE "A" and SCHEDULE "B" hereof. (SCHEDULE A and B collectively referred
herein as the "Assets").
5. Disclaimer.
SBD SELLS ALL OF THE ASSETS AS IS AND SPECIFICALLY EXCLUDES AND TECHALT
AGREES TO WAIVE, ALL WARRANTIES WITH RESPECT TO THE ASSETS, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY,
WARRANTIES OF RESULTS, COMMERCIAL PRACTICABILITY, DESIGN, SCALABILITY,
FUNCTIONALITY, CUSTOMER REQUIREMENTS AND/OR RESULTS OR FITNESS FOR A PARTICULAR
PURPOSE.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first indicated above.
SERVICES BY DESIGNWISE, INC.
By:
----------------------------------------
Name: Paul Masanek
--------------------------------------
Title: President and Chief Executive Officer
TECHALT, INC.
By:
----------------------------------------
Name: James E. Solomon
--------------------------------------
Title: President and Chief Executive Officer
Date
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SCHEDULE A
SBD INTELLECTUAL PROPERTY TO TRANSFER TO TECHALT
FOR IN-CAR BASED COMMUNICATIONS, DATA CAPTURE, AND VIDEO SYSTEMS
Video Browser Software
- Vendor information, release letter to vendor
Fixed Com Modules
- Vendor information on boards and assemblies including location of
tooling, and mfg. release letter to vendor
Portable Camera Stand
- Vendor information on boards and assemblies including location of
tooling, and mfg. release letter to vendor
Portable Com Module
- Vendor information on boards and assemblies including location of
tooling, and mfg. release letter to vendor
Enhanced VHS System with Console
- Vendor information on boards and assemblies including location of
tooling, and mfg. release letter to vendor
Enhanced VHS System without Console
- Vendor information on boards and assemblies including location of
tooling, and mfg. release letter to vendor
Rear Seat Camera with Microphone Unit
- Vendor information on boards and assemblies including location of
tooling, and mfg. release letter to vendor
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Grill Lights
- Vendor information on boards and assemblies including location of
tooling, and mfg. release letter to vendor
VHS based In-Car Recording System
- Vendor information on boards and assemblies including location of
tooling, and mfg. release letter to vendor
- Software Source Code with Comments for
- Software Design for U16 (Radar serial interface with auto detection
of manufacturer protocolCommented code on CD
- Software Design for U14 (Output control for vault circuitry with
synchronous serial communications)
- Commented code on CD
- Software Design for U8 (Tone Key decoding and car interface monitor
with synchronous serial communications)
- Commented code on CD
- Software Design for U1 (Vault master with UART and synchronous
serial communications)
- Commented code on CD
VHF and 900 mhz Belt Pack Radio
- Vendor information on boards and assemblies including location of
tooling, and mfg. release letter to vendor
Camera Design
- Vendor information on boards and assemblies including location of
tooling, and mfg. release letter to vendor
Car Cabling Design
- Vendor information including location of any tooling, mfg. release
letter to vendor
Packaging Design
- Vendor information including location of any tooling, mfg. release
letter to vendor
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DVD Based In-Car Recording System Sheet Metal Design
- Vendor information including location of any tooling, mfg. release
letter to vendor
DVD Based In-Car Recording System Piggy Back Board Design
- includes circuit design and Printed Circuit Board Layout
- Hard copy of schematic, and bill of material
- Schematic, BOM, Gerber files on disk or CD
- Vendor information on all components Vendor information on boards
and assemblies including location of tooling, and mfg. release
letter to vendor
DVD Based In-Car Recording System Piggy Back Board Software Design featuring
Universal Power Supply Design for DVD and Communications Module featuring
- seven switchmode supplies with adjustable output voltages
- environmental controls with temperature sensing
- microprocessor control of supplies and environmental controls
- includes circuit design and Printed Circuit Board Layout
- Hard copy of schematic, and bill of material
- Schematic, BOM, Gerber files on disk or CD
- Vendor information on all components
- Vendor information on boards and assemblies including location of
tooling, and mfg. release letter to vendor
PC104 interface for Universal Power Supply
The above listing includes any and all designs, modules, prototypes and versions
produced by SBD for Technology Alternatives, Inc. or TechAlt Inc. including but
not limited to accessories, brackets, manuals and installation materials.
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SCHEDULE B
ITEMIZATION OF INVENTORY TO BE TRANSFERRED TO TECHALT INC.
Pallet #1
168 Painted Horizontal Control Head Brackets
69 Painted Radio Covers
60 Painted Vault Housings (complete sets)
52 Patch Antennas
100 Patent Leather Holsters
6 Bottom Painted Vault Housings
Pallet #2
280 Belt Pack Chargers with Batteries
81 900 mhz Radio Housings
3760 Coaxial Cables for Vault Boards
924 Camera Legs
23 Control Head Complete Housings
141 Black Grill Light Brackets
Pallet #3
30 Complete VHS systems ready to ship
Pallet #4
61 VHS Stainless Steel Housings
120 VHS Deck Covers
100 Sets of Packing Foam
Pallet #5
55 VHS Stainless Steel Housings
50 VHS Deck Covers
Pallet #6
28 Complete VHS systems ready to ship
Pallet #7
89 DVD Power Supply Bracket
89 DVD Support Bracket
102 Stainless Steel Horizontal Brackets
20 DVD Bottom Housings
147 Front View Cameras without screened logo
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Pallet #8
62 DVD Housings
56 DVD Deck Covers
51 DVD Vault Board Brackets
Pallet #9
29 Complete VHS systems ready to ship
Pallet #10
65 New VHS VCR's
Pallet #11
165 White Packing Boxes
150 Top Inner Carton
151 Middle Inner Carton
130 Inner Carton Sides
Pallet #12
600 Stainless Steel Horizontal Brackets
137 Power Cables
104 Grill Light Cables
222 Control Cables
59 Radar Interface Cables
136 Interface Cables
70 Rear Seat Camera Cables 66"
10 Trunk Lip Antenna Mounts
100 Stainless Steel Radio Covers
108 Assembled Stainless Steel Radio Housings
324 Radio Receiver Bracket
36 Assembled Radio Receiver Bracket
75 Rear Seat Camera Housing
75 Rear Seat Camera Module
Rack #5
9 Control Heads Complete requiring testing
46 Radio and Transmitter Sets
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Rack #7
7 Vaults Complete
1 Vault Compete with Control Head
1 VHS System Complete
Rack #8
5 Vaults Complete
60 TechAlt Front View Cameras
Rack #9
30 TechAlt Front View Cameras
Rack #10
4 Genesis I Radar Interface Cable
42 Genesis II Radar Interface Cable
5 15 ft. Camera Extension Cable
2 75 ft. Camera Extension Cable
52 Belt Pack Microphones
174 Microphone Clips
31 Rear Seat Microphones
21 Rear Seat Cameras
28 Belt Pack Chargers
25 Grill Light Assemblies (Crown Vic)
23 Grill Light Brackets
3 Front View Cameras
48 Grill Light Assemblies (Universal)
120 Grill Light Brackets
37 T-160 Video Tapes
In addition, there are Vault Control Boards (maybe 50) and Control Head Board
Assemblies (again maybe 50) that need to be counted and listed.
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