EXHIBIT 10.1
                                                                    ------------


                            PATENT PURCHASE AGREEMENT

     This PATENT PURCHASE AGREEMENT (this "AGREEMENT") is entered into on April
20, 2006 (the "EFFECTIVE DATE") by and between Lamson Holdings LLC, a Nevada
limited liability company, ("PURCHASER"), and iVoice, Inc, a New Jersey
corporation, with an office at 750 Highway 34, Matawan, New Jersey ("SELLER"),
The parties hereby agree as follows:

1.   BACKGROUND

1.1  Seller owns certain United States Letters Patents and/or applications for
     United States Letters Patents and/or related foreign patents and
     applications.

1.2  Seller wishes to sell to Purchaser all right, title and interest in such
     patents and applications and the causes of action to sue for infringement
     thereof and other enforcement rights.

1.3  Purchaser wishes to purchase from Seller all right, title and interest in
     the Assigned Patent Rights (defined below), free and clear of any
     restrictions, liens, claims, and encumbrances.

2.   DEFINITIONS

"ASSIGNED PATENT RIGHTS" means Patents and the additional rights set forth in
paragraph 4.2. "ASSIGNMENT AGREEMENTS" means the agreements assigning ownership
of the Patents from the inventors and/or prior owners to Seller. "DOCKET" means
Seller's, or its agents', list or other means of tracking information relating
to the prosecution or maintenance of the Patents throughout the world, including
information relating to deadlines, payments, and flings, which is current as of
the Effective Date.

"EXECUTED ASSIGNMENT" means an executed original of the Assignment of Patent
Rights in EXHIBIT B. "LIST OF PROSECUTION COUNSEL" means the names and addresses
of prosecution counsel who prosecuted the Patents and who are currently handling
the Patents. "PATENTS" means (i) each of the provisional patent applications,
patent applications and patents listed on EXHIBITS A AND B (as such lists may be
updated based on Purchaser's review of the Deliverables) hereto, (ii) all
patents or patent applications to which any of the foregoing claim priority, and
(iii) all reissues, reexaminations, extensions, continuations, continuations in
part, continuing prosecution applications, and divisions of such patents and
applications; and (iv) foreign counterparts to any of the foregoing, including
certificates of invention, utility models, industrial design protection, design
patent protection, and other governmental grants, and (v) any of the foregoing
in (ii)-(iv) whether or not expressly listed in EXHIBIT A and whether or not
abandoned, rejected, or the like.

"UNLIMITED WARRANTIES" means, collectively, the representations and warranties
of Seller set forth in paragraphs 6.1, 6.2, 6.3 and 6.4 hereof

3.   TRANSMITTAL, REVIEW, CLOSING CONDITIONS AND PAYMENT

<PAGE>

3.1  TRANSMITTAL. Within twenty (20) calendar days following the Effective Date,
     Seller shall send to Purchaser the Assignment Agreements, the List of
     Prosecution Counsel, the Docket, and all files and original documents
     (including, Letters Patents, assignments, and other documents necessary to
     establish that the Seller's representations and warranties of Section 6 are
     true and correct) relating to the Patents, including all prosecution fles
     for pending patent applications included in the Patents, and all files
     relating to the issued Patents ("INITIAL DELIVERABLES"), Seller
     acknowledges that Purchaser may request additional documents based on
     Purchaser's review of the Initial Deliverables (such additional documents
     and the Initial Deliverables, collectively, the "Deliverables"), and that
     as a result of Purchaser's review, the amount of payment and the assets
     listed in EXHIBITS A AND B may be revised.

3.2  Closing. The closing of the sale of the Assigned Patent Rights hereunder
     will occur when all conditions set forth in paragraph 3.3 have been
     satisfied or waived (the "Closing"). Purchaser and Seller shall use
     reasonable efforts to carry out the Closing within thirty (30) calendar
     days following receipt of the last received Deliverables.

3.3  Closing Conditions. The following are conditions precedent to Purchaser's
     obligation to make the payment in paragraph 3.4.

     (a)  Transmittal of Documents. Seller shall have delivered to Purchaser all
          the Deliverables and the Executed Assignment.

     (b)  Compliance With Agreement. Seller shall have performed and complied in
          all respects with all of the obligations under this Agreement that are
          to be performed or complied with by it on or prior to the Closing.

     (c)  Representations and Warranties True. Purchaser shall be reasonably
          satisfied that, as of the Closing, the representations and warranties
          of Seller contained in Section 6 hereof are true and correct.

3.4  Payment. At Closing, Purchaser shall pay the amount of One Hundred Seventy
     Thousand dollars ($170,000.00) as follows: (a) One Hundred Thirty-Six
     Thousand dollars ($136,000.00) to Seller; and (b) Thirty-Four Thousand
     dollars ($34,000.00) to GlynnTech, Inc., 24 Mine Street, Flemington, New
     Jersey 08822 to the attention of Kenneth P. Glynn, President, Purchaser may
     record the Executed Assignment with the United States Patent and Trademark
     Office only upon Closing.

3.5  Termination and Survival. In the event all conditions to Closing set forth
     in Section 3.3 are not met within ninety (90) days following the Effective
     Date, Purchaser shall have the right to terminate this agreement by written
     notice to Seller. Upon termination, Purchaser will return all documents
     delivered to Purchaser under this Section 3 to Seller. The provisions of
     paragraphs 8.4, 8.5, and 8.7 will survive any termination.

4.   TRANSFER OF PATENTS AND ADDITIONAL RIGHTS

4.1  Assignment of Patents. Upon the Closing, Seller hereby sells, assigns,
     transfers and conveys to Purchaser all right, title and interest in and to
     the Patents and the Patent Rights (as defined in EXHIBIT B). Seller
     understands and acknowledges that if any of the Patents are assigned to
     Seller's affiliates or subsidiaries, prior to Closing, Seller may be
     required

                                     Page 2
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     to perform certain actions to establish that Seller is the assignee and to
     record such assignments.

4.2  Assignment of Additional Rights. Upon the Closing, Seller hereby also
     sells, assigns, transfers and conveys to Purchaser all right, title and
     interest in and to

     (a)  inventions and discoveries described in any of the Patents;

     (b)  rights to apply in any or all countries of the world for patents,
          certificates of invention, utility models, industrial design
          protections, design patent protections, or other governmental grants
          of any type related to any of the Patents and the inventions and
          discoveries therein;

     (c)  causes of action (whether currently pending, fled, or otherwise) and
          other enforcement rights, including, without limitation, all rights
          under the Patents and/or under or on account of any of the Patents and
          the foregoing category (b) to (i) damages, (ii) injunctive relief and
          (iii) any other remedies of any kind for past, current and future
          infringement; and

     (d)  rights to collect royalties or other payments under or on account of
          any of the Patents or any of the foregoing.

5.   ADDITIONAL OBLIGATIONS

5.1. Further Cooperation. At the reasonable request of Purchaser, Seller shall
     execute and deliver such other instruments and do and perform such other
     acts and things as may be necessary or desirable for effecting completely
     the consummation of the transactions contemplated hereby, including
     execution, acknowledgment and recordation of other such papers, and using
     commercially reasonable efforts to obtain the same from the respective
     inventors, as necessary or desirable for fully perfecting and conveying
     unto Purchaser the benefit of the transactions contemplated hereby. In
     addition, Seller will continue to prosecute the Patents at its expense
     until the Closing.

5.2. Payment of Fees. Seller shall pay any maintenance fees, annuities, and the
     like due or payable on the Patents until the Closing. For the avoidance of
     doubt, Seller shall pay any maintenance fees for which the fee payment
     window opens on or prior to the Closing even if the surcharge date would be
     after the Closing.

6.   REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Purchaser as follows that, as of the
Effective Date and as of the Closing:

6.1  Authority. Seller has the full power and authority, and has obtained all
     third party consents, approvals and/or other authorizations required, to
     enter into this Agreement and to carry out its obligations hereunder,
     including, without limitation, the assignment of the Assigned Patent Rights
     to Purchaser.

6.2  Title and Contest. Seller owns all right, title, and interest to the
     Assigned Patent Rights, including all right, title, and interest to sue for
     infringement of the Patents. Seller has obtained and properly recorded
     previously executed assignments for the Assigned Patent Rights as necessary
     to fully perfect its rights and title therein in accordance with

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<PAGE>

     governing law and regulations in each respective jurisdiction. The Assigned
     Patent Rights are free and clear of all liens, claims, mortgages, security
     interests or other encumbrances, and restrictions, There are no actions,
     suits, investigations, claims or proceedings threatened, pending or in
     progress relating in any way to the Assigned Patent Rights. There are no
     existing contracts, agreements, options, commitments, proposals, bids,
     offers, or rights with, to, or in any person to acquire any of the Assigned
     Patent Rights, except for the licenses listed in EXHIBIT C, each of which
     is nontransferable and nonsublicensable, except as noted on such Exhibit,
     and nonexclusive,

6.3  Existing Licenses. No licenses under the Patents, or interest or rights in
     any of the Assigned Patent Rights, have been granted or retained, except
     for the licenses listed in EXHIBIT C, each of which is nontransferable and
     nonsublicensable, except as noted on such Exhibit, and nonexclusive.

6.4  Restrictions on Rights. Purchaser shall not be subject to any covenant not
     to sue or similar restrictions on its enforcement or enjoyment of the
     Assigned Patent Rights as a result of any prior transaction related to the
     Assigned Patent Rights.

6.5  Conduct. Seller or its agents or representatives have not engaged in any
     conduct, or omitted to perform any necessary act, the result of which would
     invalidate any of the Patents or hinder their enforcement, including,
     without limitation, misrepresenting Seller's patent rights to a
     standard-setting organization.

6.6  Enforcement. Seller has not put a third party on notice of actual or
     potential infringement of any of the Patents. Seller has not invited any
     third party to enter into a license under any of the Patents. Seller has
     not initiated any enforcement action with respect to any of the Patents.

6.7  Patent Office Proceedings. None of the Patents has been or is currently
     involved in any reexamination, reissue, interference proceeding, or any
     similar proceeding, and no such proceedings are pending or threatened.

6.8  Fees. All maintenance fees, annuities, and the like due or payable on the
     Patents have been timely paid. For the avoidance of doubt, such timely
     payment includes payment of maintenance fees for which the fee payment
     window has opened even if the surcharge date is in the future.

6.9  Validity and Enforceability. The Patents have never been found invalid or
     unenforceable for any reason in any administrative, arbitration, judicial
     or other proceeding, and Seller does not know of and has not received any
     notice or information of any kind from any source suggesting that the
     Patents may be invalid or unenforceable.

7.   REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser hereby represents
     and warrants to Seller as follows that, as of the Effective Date and as of
     the Closing:

7.1  Purchaser is a limited liability company duly formed, validly existing and
     in good Standing under the laws of its formation,

7.2  Purchaser has all requisite power and authority to (i) enter into, execute
     and deliver this Agreement and (ii) perform fully its obligations
     hereunder.

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8,   MISCELLANEOUS

8.1  Limitation of Liability. EXCEPT IN THE EVENT OF FRAUD OR BREACH OF ANY
     UNLIMITED WARRANTY BY SELLER, SELLER'S TOTAL LIABILITY UNDER THIS AGREEMENT
     SHALL NOT EXCEED THE PURCHASE PRICE SET FORTH IN PARAGRAPH 3.4 OF THIS
     AGREEMENT, PURCHASER'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT
     EXCEED THE PURCHASE PRICE SET FORTH IN PARAGRAPH 3.4 OF THIS AGREEMENT. THE
     PARTIES ACKNOWLEDGE THAT THESE LIMITATIONS ON POTENTIAL LIABILITIES WERE AN
     ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.

8.2  Limitation on Consequential Damages. NEITHER PARTY SHALL HAVE ANY
     OBLIGATION OR LIABILITY (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING
     NEGLIGENCE) OR OTHERWISE, AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE
     (WHETHER ACTIVE, PASSIVE OR IMPUTED), REPRESENTATION, STRICT LIABILITY OR
     PRODUCT LIABILITY), FOR COVER OR FOR ANY INCIDENTAL, INDIRECT OR
     CONSEQUENTIAL DAMAGES OR LOSS OF REVENUE, PROFIT, SAVINGS OR BUSINESS
     ARISING FROM OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF A PARTY OR ITS
     EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3  Compliance With Laws. Notwithstanding anything contained in this Agreement
     to the contrary, the obligations of the parties shall be subject to all
     laws, present and future, of any government having jurisdiction over the
     parties and this transaction, and to orders, regulations, directions or
     requests of any such government.

8.4  Confidentiality of Terms. The parties hereto shall keep the terms and
     existence of this Agreement and the identities of the parties hereto and
     there affiliates confidential and shall not now or hereafter divulge any of
     this information to any third party except (a) with the prior written
     consent of the other party; (b) as otherwise may be required by law or
     legal process, including in confidence to legal and financial advisors in
     their capacity of advising a party in such matters; (c) during the course
     of litigation, so long as the disclosure of such terms and conditions is
     restricted in the same manner as is the confidential information of other
     litigating parties; (d) in confidence to its legal counsel, accountants,
     banks and financing sources and their advisors solely in connection with
     complying with financial transactions; (e) by Purchaser, in order to
     perfect Purchaser's interest in the Assigned Patent Rights with any
     governmental patent office (including, without limitation, recording the
     Executed Assignment in any governmental patent office); or (f) to enforce
     Purchaser's right, title and interest in and to the Assigned Patent Rights;
     provided that, in (b) through (f) above, (i) the disclosing party shall use
     all legitimate and legal means available to minimize the disclosure to
     third parties, including, without limitation, seeking a confidential
     treatment request or protective order whenever appropriate or available;
     and (ii) the disclosing party shall provide the other party with at least
     ten (10) days' prior written notice of such disclosure. Without limiting
     the foregoing, Seller agrees that it will cause its agents involved in this
     transaction to abide by the terms of this paragraph 8.4, including ensuring
     that such agents do not disclose or

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     otherwise publicize the existence of this transaction with actual or
     potential clients in marketing materials, or industry conferences.

8.5  Publicity and SEC Reporting. Seller and/or SpeechSwitch, Inc.
     ("SPEECHSWITCH") may make one public announcement contemporaneously with
     the signing of this Agreement and one public announcement contemporaneously
     with Closing, each of which announcements will be substantially of the form
     set forth in Exhibit E. Seller shall submit any such proposed announcement
     to Purchaser at least five business days prior to its or SpeechSwitch's
     making such an announcement for Purchaser's review and approval, which
     approval shall not be unreasonably withheld by Purchaser so long as such
     proposed announcement substantially conforms to EXHIBIT E. Seller and/or
     SpeechSwitch. may file this Agreement including its appendices with the
     Securities Exchange Commission.

8.6  Governing Law, Venue/Jurisdiction. This Agreement shall be interpreted,
     construed and enforced in all respects in accordance with the laws of the
     State of New York, without reference to its choice of law principles to the
     contrary. Neither party shall commence or prosecute any action, suit,
     proceeding or claim arising under or by reason of this Agreement other than
     in the state or federal courts located in New York. Each party hereby
     irrevocably consents to the jurisdiction and venue of the courts identified
     in the preceding sentence in connection with any action, suit, proceeding
     or claim arising under or by reason of this Agreement.

8.7  Notices. All notices given hereunder shall be given in writing (in English
     or with an English translation), shall refer to Purchaser and to this
     Agreement and shall be: (i) personally delivered, (ii) delivered prepaid by
     an internationally recognized express courier service, or (iii) sent
     postage prepaid registered or certified U.S. mail (return receipt
     requested) to the address provided by the other party. Notices are deemed
     given on (a) the date of receipt if delivered personally or by express
     courier (or if delivery refused, the date of refusal), or (b) the fifth
     (5th) calendar day after the date of posting if sent by US mail. Notice
     given in any other manner shall be deemed to have been given only if and
     when received at the address of the person to be notified. Either party may
     from time to time provide or change its address for notices under this
     Agreement by giving the other party written notice of such in accordance
     with this paragraph.

8.8  Relationship of Parties. The parties are independent contractors and not
     partners, joint venturers, or agents of the other. Neither party assumes
     any liability of or has any authority to bind, or control the activities of
     the other.

8.9  Equitable Relief. Seller agrees that damages alone would be insufficient to
     compensate Purchaser for a breach of this Agreement, acknowledges that
     irreparable harm would result from a breach of this Agreement, and consents
     to the entering of an order for injunctive relief to prevent a breach or
     further breach, and the entering of an order for specific performance to
     compel performance of any obligations under this Agreement.

8.10 Severability. If any provision of this Agreement is found to be invalid or
     unenforceable, then the remainder of this Agreement shall have full force
     and effect, and the invalid

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     provision shall be modified, or partially enforced, to the maximum extent
     permitted to effectuate its original objective.

8.11 Waiver. Failure by either party to enforce any term of this Agreement shall
     not be deemed a waiver of future enforcement of that or any other term in
     this Agreement or any other agreement that may be in place between the
     parties.

8.12 Miscellaneous, This Agreement, including its exhibits, constitutes the
     entire agreement between the parties with respect to the subject matter
     hereof, and merges and supersedes all prior and contemporaneous agreements,
     understandings, negotiations and discussions. Neither of the parties shall
     be bound by any conditions, definitions, warranties, understandings, or
     representations with respect to the subject matter hereof other than as
     expressly provided herein. The section headings contained in this Agreement
     are for reference purposes only and shall not affect in any way the meaning
     or interpretation of this Agreement. No oral explanation or oral
     information by either party hereto shall alter the meaning or
     interpretation of this Agreement. No amendments or modifications shall be
     effective unless in writing signed by authorized representatives of both
     parties. These terms and conditions shall prevail notwithstanding any
     different, conflicting or additional terms and conditions that may appear
     on any purchase order, acknowledgment or other writing not expressly
     incorporated into this Agreement. The following exhibits are attached
     hereto and incorporated herein: EXHIBIT A (entitled "Patents to be
     Assigned"); EXHIBIT B (entitled "Assignment of Patent Rights"); Exhibit C
     (entitled "Existing Licenses") and EXHIBIT D (entitled "Press Release"),

8.13 Counterparts; Electronic Signature, This Agreement may be executed in
     counterparts, each of which shall be deemed an original, and all of which
     together constitute one and the same instrument, each party shall execute
     and deliver to the other parties a copy of this Agreement bearing its
     original signature. Prior to such execution and delivery, in order to
     expedite the process of entering into this Agreement, the parties
     acknowledge that Transmitted Copies of this Agreement shall be deemed
     original documents. "Transmitted Copies" means copies that are reproduced
     or transmitted via email of a pdf file, photocopy, facsimile or other
     process of complete and accurate reproduction and transmission,


               THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

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     In witness whereof, the parties have executed this Patent Purchase
Agreement as of the Effective Date.



     SELLER:                                  PURCHASER:
     ------

     iVoice, Inc.                             LAMSOM HOLDINGS LLC
                                              by: Jakinda Management LLC

     By:_________________________             By:_____________________________


     Name:_______________________             Name: Robin A. Painter
                                                    --------------------------

     Title:______________________             Title: Authorized Representative
                                                     -------------------------

     Date:_______________________             Date:___________________________











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                                                                       EXHIBIT A


     Patents To Be Assigned

Patent or Application No.   Country      Filing Date    Title and Inventor(s

6813341                     United       08/31/2000     VOICE ACTJVATEDNOICE
                            States                      RESPONSIVE ITEM LOCATOR

                                                        Jerome Mahoney

10/696,660                  United        10/29/2003    Voice activated,
                            States                      voice responsive
                                                        product locator
                                                        system, including
                                                        product location
                                                        method utilizing
                                                        product bar code and
                                                        aisle-situated,
                                                        aisle-identifying bar
                                                        code

                                                        Jerome Mahoney

10/699,090                  United        10/30/2003    Voice activated,
                            States                      voice responsive
                                                        product locator
                                                        system, including
                                                        product location
                                                        method utilizing
                                                        product bar code
                                                        and product situated,
                                                        location-identifying
                                                        bar code

                                                        Kenneth Glynn

 10/696,701                 United        10/29/2003    Product location
                            States                      method utilizing
                                                        product bar code and
                                                        aisle-situated,
                                                        aisle-identifying bar
                                                        code

                                                        Kenneth Glynn


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                                                                       EXHIBIT B

                           ASSIGNMENT OF PATENT RIGHTS

     For good and valuable consideration, the receipt of which is hereby
acknowledged, iVoice, Inc. a New Jersey corporation having offices at 750
Highway 34, Matawan, New Jersey 07747 ("ASSIGNOR"), does hereby sell, assign,
transfer and convey unto Lamson Holdings LLC a Nevada limited liability company
("ASSIGNEE"), or its designees, all right, title and interest that exist today
and may exist in the future in and to all of the following (the "PATENT
RIGHTS"): (a) the provisional patent applications, patent applications and
patents listed below, (b) all patents or patent applications to which any of the
foregoing claim priority, and (c) current or future rights to (i) provisional
patent applications, patent applications, and patents of any kind relating to
any inventions and discoveries described in any provisional patent applications,
patent applications and patents listed below; (ii) reissues, reexaminations,
extensions, continuations, continuations in part, continuing prosecution
applications, and divisions of such patents and applications; and (iii) foreign
counterparts to any of the foregoing, including, without limitation,
certificates of invention, utility models, industrial design protection, design
patent protection, and other governmental grants; (d) the rights to all
inventions and discoveries described in any provisional patent application,
patent application or patent listed below and all other rights arising out of
such inventions and discoveries; (e) rights to apply in any or all countries of
the world for patents, certificates of invention, utility models, industrial
design protections, design patent protections or other governmental grants of
any type related to the any of the foregoing categories (a), (b), (c) and (d),
including, without limitation, under the Paris Convention for the Protection of
Industrial Property, the International Patent Cooperation Treaty, or any other
convention, treaty, agreement or understanding; (f) causes of action (whether
currently pending, fled, or otherwise) and other enforcement rights, including,
without limitation, all rights under the provisional patent applications, patent
applications and patents listed below and/or under or on account of any of the
foregoing categories (b), (c) and/or (d) to

     (i)  damages,

     (ii) injunctive relief and

     (iii) other remedies of any kind

for past, current and future infringement; and

(g) all rights to collect royalties and other payments under or on account of
any of the foregoing,

PATENT OR APPLICATION NO.   COUNTRY     FILING DATE     TITLE AND INVENTOR (S)

6813341                      United     08/31/2000      VOICE ACTIVATED/VOICE
                             States                     RESPONSIVE ITEM LOCATOR

                                                        Jerome Mahoney

10/696,660                   United     10/29/2003      Voice activated,
                             States                     voice responsive


                                     Page 1
<PAGE>

PATENT OR APPLICATION NO.   COUNTRY     FILING DATE     TITLE AND INVENTOR (S)

                                                        product locator
                                                        system, including
                                                        product location
                                                        method utilizing
                                                        product bar code
                                                        and aisle-situated,
                                                        aisle-identifying
                                                        bar code

                                                        Jerome Mahoney

10/699,090                   United     10/30/2003      Voice activated, voice
                             States                     responsive product
                                                        locator system,
                                                        including product
                                                        location method
                                                        utilizing product bar
                                                        code and product-
                                                        situated, location-
                                                        identifying bar code

                                                        Kenneth Glynn

10/696,701                   United     10/29/2003      Product location method
                             States                     utilizing product bar
                                                        code and aisle-situated,
                                                        aisle-identifying
                                                        bar code

                                                        Kenneth  Glynn

     Assignor represents, warrants and covenants that;

     (1) Assignor has the full power and authority, and has obtained all third
party consents, approvals and/or other authorizations required, to enter into
this Agreement, make the assignments, and to carry out its obligations under
this Assignment of Patent Rights;

     (2) Assignor owns all right, title, and interest to the Patent Rights,
including, without limitation, all right, title, and interest to sue for
infringement of the Patent Rights. Assignor has obtained and properly recorded
previously executed assignments for the Patent Rights as necessary to fully
perfect its rights and title therein in accordance with governing law and
regulations in each respective jurisdiction. The Patent Rights are free and
clear of all liens, claims, mortgages, security interests or other encumbrances,
and restrictions. There are no actions, suits, investigations, claims or
proceedings threatened, pending or in progress relating in any way to the Patent
Rights. There are no existing contracts, agreements, options, commitments,
proposals, bids, offers, or rights with, to, or in any person to acquire any of
the Patent Rights.

     Assignor hereby authorizes the respective patent office or governmental
agency in each jurisdiction to issue any and all patents, certificates of
invention, utility models or other governmental grants that may be granted upon
any of the Patents Rights in the name of Assignee, as the assignee to the entire
interest therein.

     Assignor shall, at the reasonable request of Assignee and without demanding
any further consideration therefore, do all things necessary, proper, or
advisable, including without

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                                                                       EXHIBIT B


limitation the execution, acknowledgment and recordation of specific
assignments, oaths, declarations and other documents on a country-by-country
basis, to assist Assignee in obtaining, perfecting, sustaining, and/or enforcing
the Patent Rights. Such assistance shall include providing, and obtaining from
the respective inventors, prompt production of pertinent facts and documents,
giving of testimony, execution of petitions, oaths, powers of attorney,
specifications, declarations or other papers and other assistance reasonably
necessary for filing patent applications, complying with any duty of disclosure,
and conducting prosecution, reexamination, reissue, interference or other
priority proceedings, opposition proceedings, cancellation proceedings, public
use proceedings, infringement or other court actions and the like with respect
to the Patent Rights.

     The terms and conditions of this Assignment of Patent Rights shall inure to
the benefit of Assignee, its successors, assigns and other legal
representatives, and shall be binding upon Assignor, its successor, assigns and
other legal representatives.

     IN WITNESS WHEREOF this Assignment of Patent Rights is executed at ______
_______________ on _______________.

ASSIGNOR
By: _____________________________
Name: ________________________________
Title: __________________________________

(Signature MUST be notarized)

STATE OF

COUNTY OF

     On ____________________________, before me, Notary Public in and for said
State, personally appeared personally known to me (or proved to me on the basis
of satisfactory evidence) to be the person whose name is subscribed to the
within instrument and acknowledged to me that he/she executed the same in
his/her authorized capacity, and that by his/her signature on the instrument the
person, or the entity upon behalf of which the person acted, executed the
instrument.

     WITNESS my hand and official seal.


     Signature                                        (Seal)



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