Patent Transfer Agreement Dated Effective As of April 17, 2006

TECHNOLOGY TRANSFER AGREEMENT

THIS AGREEMENT made effective as of the 17th day of April, 2006

BETWEEN: DIETER WAGELS , businessman, with an office at Friedrich-List-Allee 10, D-41844 Wegberg-Wildenrath, Germany

(hereafter called the " Inventor" )


OF THE FIRST PART

AND: SKYFLYER TECHNOLOGY GMBH , a German company with limited liability, having an office at Friedrich-List-Allee 10, D-41844 Wegberg-Wildenrath, Germany.

(hereafter called " Skyflyer" )


OF THE SECOND PART

WHEREAS: I.

The Inventor is the owner of an invention that has applied for those patents set out in Schedule A to this Agreement; and II.

The parties have agreed to enter into this Agreement to reflect the sale by the Inventor and the purchase by Skyflyer of all property, including all patents, know- how and intellectual property, relating to the invention;

NOW THEREFORE , in consideration of the mutual covenants contained in this Agreement and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

DEFINITIONS 1.

In this Agreement: (a)

" Effective Date" means the date first set out in this Agreement; (b)

" Improvement" means any modification or variant of the Invention, whether patentable or not, which, if manufactured, used, or sold, would fall within the scope of the Patents;

(c)

" Intellectual Property" means all copyrights, patent rights, trade secret rights, trade names, trademark rights, process information, technical information, contract rights and obligations, designs, drawings, inventions and all other intellectual and industrial property rights of any sort related to or associated with the Invention, including, but not limited to, the Patents; (d)

" Invention" means the inventions described in the Patents; (e)

" Know-how" means all know-how, knowledge, expertise, inventions, works of authorship, prototypes, technology, information, know-how, materials and tools relating thereto or to the design, development, manufacture, use and commercial application of the Invention; (f)

" Patents" means the patents and patent applications described in Schedule A to this Agreement and any other patent that may be issued in connection with the Invention or any Improvement; and (g)

" Technology" means, collectively, the Invention, the Patent, the Know- How and the Intellectual Property.

TRANSFER BY INVENTOR 2.

In consideration for certain payments made by Skyflyer for the development of the Technology, including, but not limited to, amounts paid for the filing of the Patents, and other good and valuable consideration, subject to the terms and conditions of this Agreement, the Inventor hereby sells, assigns and transfers to Skyflyer all of the Inventor' s right, title and interest in and to the Technology free and clear of all liens, charges, encumbrances and security interests. 3.

As further consideration for the sale of the Technology by the Inventor to Skyflyer, Skyflyer agrees to pay to the Inventor the amount of ?10.00. 4.

The Inventor shall assist Skyflyer in every legal way to evidence, record and perfect the transfer and assignment evidenced by this Agreement and to apply for and obtain recordation of, and from time to time enforce, maintain and defend, the assigned rights embodied in the Technology. To the extent that any of the Intellectual Property are provisional patents, the Inventor shall cooperate with Skyflyer and the applicable patent authorities, to attempt to obtain a final grant of those provisional patents and, to the extent any such provisional patents are actually issued in the Inventor's name, the Inventor shall promptly assign and transfer such patents, at no cost (except for any filing and recordation fees which shall be borne by Skyflyer), to Skyflyer. If Skyflyer is unable, for any reason whatsoever, to secure the Inventor' s signature to any document it is entitled to under this Agreement, the Inventor hereby irrevocably designates and appoints Skyflyer and its duly authorized officers and agents as the Inventor' s agent and attorney-in-fact with full power of substitution to act for and on the Inventor' s

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behalf and instead of the Inventor, to execute and file any such document or documents and to do all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by the Inventor. 5.

If, af ...