gost_ex104.htm


    Exhibit
10.4

     

    MARZENA
KARCZEWSKA

    Via dei
Partigiani 67

    55049
Viareggio

    Lucca

    


    GIORGIO
MENDELLA

    Via dei
Partigiani 67

    55049
Viareggio

    Lucca

    


    The
undersigned Giorgio Mendella, born in Monza on 02/03/1953, an Italian citizen
residing in Viareggio at Via dei Partigiani 67 with tax code MNDGRG53C02F704L;
and Marzena Karczewska, an Italian citizen born in Stettino (Poland), residing
in Viareggio at Via dei Partigiani 67 with tax code
KRCMZN68M59Z127B;

     

    having
acknowledged that;

    


    01)  Mr
Nerio Montesel, holder of 100% of the Class A shares of the company GHOST
TECHNOLOGY Inc. of Miami, Florida, USA (formerly IAEG Inc.); as fully identified
from SEC documentation with the ticker code GHST on the OCT market in the United
States; has fulfilled the obligations which were verbally assumed in January
2008 in the context of the preliminary agreements to execute what is contained
in this deed, stated specifically as follows:

    


    01 a) The
company IAEG Inc. has changed its name to Ghost Technology Inc.

     

    01 b) Mr
Montesel has worked to ensure that Ghost Technology Inc. issues 100 million new
ordinary shares and registers them in the name of the parties indicated by Mrs
Marzena Karczewska, her co-holders in the Italian patent known as DEFENDER,
extended to the United States with the claim of 30/07/2003 Atty. Docket No.7106
confirmation No.6021; as well as in the name of her co-owner in the ownership of
Italian patent claim  BO2007A000708, extended to another 120 countries
with the claim referred to in International Application PCT/IB2008/002823 of
22/10/2008

     

    01 c)
That the shares referred to in point 01 b) have been issued and delivered to the
beneficiaries Having
acknowledged the above

     

    a) Mrs
Marzena Karczewska proposes to irreversibly and permanently assign to GHOST
TECHNOLOGY Inc., for the UNITED STATES only, ownership of the Italian patent
known as DEFENDER, relating solely to the patent’s extension to the United
States implemented with the claim of 30/07/2003 Atty. Docket No.7106
confirmation No.6021, thereby also committing her co-owners in the patent since
she is herself the complete, free and sole signatory, as certified by notarial
deeds which the parties acknowledge their awareness of. The patent claim is
assigned solely in relation to the UNITED STATES in fact and in law under its
current conditions, and without this implying that Mrs Marzena Karczewska could
be held in any way accountable for the final outcome of the claim
itself.

     

    b) Mrs
Marzena Karczewska and Mr Giorgio Mendella propose to permanently assign to
GHOST TECHNOLOGY Inc., solely for the UNITED STATES, CANADA and MEXICO, the
ownership of Italian patent claim BO2007A000708, in relation solely to its
extension to the United States, Canada and Mexico implemented with the claim
referred to in International Application PCT/1B2008/002823 of 22/10/2008. The
patent claim is being assigned solely in relation to the UNITED STATES, CANADA
and MEXICO in fact and in law under its current conditions, and without this
implying that Mrs Marzena Karczewska and/or Mr Giorgio Mendella could be held in
any way accountable for the final outcome of the claim itself.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    c) The
assignment of the partial ownership of the patents referred to in points a) and
b) is intended to relate solely to the part therein which refers to the UNITED
STATES for point a) and solely to the UNITED STATES, CANADA and MEXICO for point
b), with all ownership and/or exploitation rights in any nations other than
those expressly indicated in points a) and b) remaining under the absolute,
complete and free ownership of the current owners.

     

    d) This
assignment is subordinate to the obligation of the company Ghost Technology Inc.
to exploit the patents referred to in points a) and b) by implementing and
managing the equipment relating to the aforesaid patents through the suppliers
and technical structures which shall be indicated by Mrs Marzena Karczewska,
except where these parties decline the request insofar as they are not able to
do this, in which case GHOST TECHNOLOGY Inc. may proceed to entrust this task
and function to other parties. The parties agree that GHOST TECHNOLOGY must
provide Mrs Karczewska or whoever is indicated by her, with all financial means
necessary to fulfil any possible requests for the technical and managerial
organisation referred to in this point. In the event that the patent(s) is or
are assigned, Ghost Technology Inc. must also transfer the obligations referred
to in this point to the assignee.

     

    e) At a
separate session within 180 days of the date of this deed, the parties shall
agree the procedures and timeframes granted for any requests of a technical
nature that GHOST TECHNOLOGY Inc. shall consider it appropriate to show Mrs
Marzena Karczewska, with the purpose of triggering the technical and commercial
exploitation of the patents which she is currently the owner of for the United
States, Canada and Mexico, and shall also agree the implementation costs and
timeframes.

     

    f) No
amount is due to Mrs Marzena Karczewska or Mr Giorgio Mendella as a result of
the assignment of ownership for the United States, Canada and Mexico of the
patents referred to in this deed and under the terms and conditions specified in
this deed. From now on, Mrs Marzena Karczewska and Mr Giorgio Mendella
permanently renounce any claim whatsoever along such lines, even in the future,
by stating that their interest is made specific in their role as suppliers of
systems and technologies which shall be necessary for the company to
commercially exploit the patent claims which are subject to partial assignment
in this deed.

     

    g) This
deed must be translated into English and published on the publication “forms”
which listed companies are required to file with the USA OTC
market.

    


    Piacenza
20/11/2008

    Giorgio
Mendella

    Marzena
Karczewska

    


    INDEX
NO.   S.855

    CERTIFIED BY SIGNATURE

    THE ITALIAN REPUBLIC

     

    -  I, Mr
MARZIO VILLARI, undersigned below, a Notary in Seravezza inscribed on the rolls
of the District of Lucca, with a practice at Via Don Minzoni 175, certify that I
have witnessed the signature of the following
parties:

     

    Giorgio
Mendella, born in Monza (Milan province) on the second of March nineteen fifty
three, with domicile (including for tax purposes) in Viareggio (Lucca province),
Via dei Partigiani, street number 67, Tax Code: MND GRG 53C02
F704L,

     

    Marzena
Karczewska, an Italian citizen, born in Stettino – Poland (EE) on the nineteenth
of August nineteen seventy eight, with domicile (including for tax purposes) in
Viareggio (Lucca province), Via dei Partigiani, street number 67, Tax Code KRC
MZN 68M59 Z127B,

     

    -
 both of whom have satisfied me, as a Notary, of their personal
identity.

    Seravezza,
Via Don Minzoni, 175, on the twenty second of December two thousand and
eight.

    


    



    
      
         


      

      
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