assign2.htm

<h3>This document has been rekeyed, adapted to HTML format and  punctuation simplified. The content is unchanged.

<p>It was filed with USPTO as an assignment for patents 5,440,749, 5,809,336 and 5,784,584:

<h1 align="center">SUPPLEMENTAL ASSIGNMENT AND LICENSE</h1><h3>

This Assignment and License (Agreement) is entered into by and between Charles H. Moore (CHM) on the one hand, and Technology Properties Limited (TPL) on the other hand

<p>WHEREAS, CHM has never for any purpose assigned or otherwise transferred any right of any kind with respect to the US 5,540,749, the US 5,809,336 or the US 5,784,584 (or any divisional, continuation or other progeny thereof) to any person or entity other than TPL, excepting only certain rights conveyed to iTv Corporation (iTv) which were re-conveyed in their entirety back to CHM in 2002 by iTv and

<p>WHEREAS, any information or inference contained in any record or document suggesting otherwise is incorrect and false, including specifically any inference that CHM ever assigned or otherwise transferred any right with respect ot any patent for any purpose to entities appearing of record as "Nanotronics Corporation", "Patriot Scientific Corporation", or any predecessor, successor or affiliate of either

<p>NOW THEREFORE, for and in consideration of the mutual covenants herein contained as well as of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, it is covenanted and agreed by and between the parties hereto that:<ol>

<li>Subject Matter<ol>

<li>All rights and entitlements of whatsoever kind or nature, not existing or hereafter arising, which relate in any way to the Assignment and License between the parties dated 22 October 2003, or to any of the transactions, documents or materials referred to therein or in any way related thereto, the said rights and entitlements sometimes hereinafter collectively referred to as the "Subject Matter"

<li>Subject Matter shall also be deemed to include all rights and entitlements of whatsoevere kind or nature, now existing or hereafter arising, which relate in any way to any patent or application naming CHM is any capacity including as an Inventor, which is issued or pending in any jurisdiction, including specifically all progenitors or progeny of the US 5,540,749, the US 5,809,336 and the US 5,784,584</ol>

<li>Grant and Covenant<ol>

<li>The Subject Matter shall for all purposes be confirmed to have been included within the Licensed Technology under the Commercialization Agreement between the parties dated 21 October 2002 (ComAg), and for all purposes deemed to be a part thereof and subject to the provisions of the ComAg, including specifically the Assignment and exclusive License provided for therein</ol>

<li>General<ol>

<li>In no event shall any right, duty or privilege arising hereunder be assigned by either party without the prior written conscnt of the other party, and any attempted or purported assignment without such consent shall be voidable at the option of the non-consenting party

<li>Any covenant requiring a party to perform or provide an act or service whall be construed to impose upon such party the burden of the cost thereof unless otherwise provided for herein

<li>Section titles are intended only to aid and assist the reader as an index device and are not intended to be descriptive of the contents of the section or to be used for construction or interpretation

<li>The failure of any provision of the Agreement by virtue of its being construed as invalid or otherwise unenforceable shall render the entire Agreement cancelable at the option of the party asserting the enforceability of the said provision

<li>All rights and obligations under this Agreement shall be resolved as if all persons and all transactions related to this Agreement had their legal residence, situs and employment in Santa Clara County, California. Members of the most senior management level of the parties shall meet and exercise their best efforts to resolve any dispute under the Agreement, and if unsuccessful, submit such to expedited binding arbitration under the rules of the American Arbitration Association with discovery in general accordance with the Federal Rules of Civil Procedure. All costs related to the discovery shall be paid in advance by the requesting party. The cost of translating into English all discoverable materials and of providing a contemporaneous translation into English of all live testimony shall be paid in advance by the party which produces or gives the non-English language materials or testimony. All other expenses incurred by the parties in connection with the Arbitration (including reasonable attorney's fees) shall be awarded against the party initiating the Arbitration unless the award is substantially more favorable than the best proposal made by the respondent more than thirty days prior to the scheduled Arbitration proceeding, in which case such expenses shall be equitably apportioned between the parties

<li>All notices shall be in writing and effective upon delivery or upon posting by certified mail, return receipt requested, addressed as folows (or such other address as may be hereafter designated):

<p>If to TPL:
<p>Technology Properties Ltd.
<br>PO Box 20250
<br>San Jose CA  95160

<p>Tel: 408-243-9898
<br>Fax: 408-296-6637

<p>If to CHM:
<p>Charles H. Moore
<br>40 Cedar Lane PO Box 127
<br>Sierra City CA  96125

<p>Tel: 530-862-1282
<br>Efax: 413-714-5590</ol>

<p>IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of 26 November 2003.

<p>TECHNOLOGY PROPERTIES LTD.
<p>by
<br>Daniel E. Leckrone, Chmn

<p>CHARLES H. MOORE

<p>Acknowledged and Agreed as of 26 November 2003 pursuant to the terms of the Undertaking attached to the ComAg

<p>WINIFRED M. MOORE