Unassociated Document


    PATENT
      ASSIGNMENT AGREEMENT

    (the
      "Agreement")

     

    THIS
      AGREEMENT, is entered into as of this 28th day of November, 2006, by
      and among Global Advance Corp., a Delaware company with a
      registered address at 113 Barksdale Professional Center, Newark, DE  19711
      USA ("Global Advance"); IdeaPlus Ltd., an Israeli company with
      its principal place of business at Moshe Aviv Tower 7 Jabotinski Street Ramat
      Gan 52520 Israel ("IdeaPlus");

     

    Whereas,
      Yair Ofer is the inventor of a certain invention known as the Two-Foot Operated
      Mouse, (the "Invention"); and

     

    Whereas,
      Yair Ofer transferred ownership of the Invention to IdeaPlus; and

     

    Whereas,
      IdeaPlus currently owns the entire right, title, and interest in and to the
      Invention; and

     

    Whereas,
      Global Advance is interested in acquiring from IdeaPlus (the "Assignor"), and
      the Assignor are willing to transfer to Global Advance, the Assignor' entire
      right, title, and interest in and to the Invention, including IdeaPlus's entire
      right, title, and interest in and to any future applications hereafter filed
      relating to the Invention (the "Future Applications"), and to any patents,
      of
      any country, which may be issued therefor (the "Patents"), (the Invention,
      the
      Future Applications, and the Patents, together, the "Assigned Rights"), free
      and
      clear of any liens, claims, royalties, licenses, encumbrances, security
      interests, or any other rights granted to third parties, including
      Ofir.

     

    NOW,
      THEREFORE, in consideration of the mutual promises hereinafter
      contained, the Parties hereto agree as follows:

     

     

    
      	1.	Assignment
              of the Assigned Rights


    

     

    1.1
       In consideration of the payment of $10,000 by Global Advance to IdeaPlus
      (the "Consideration"), the Assignor hereby sell, assign, and transfer to Global
      Advance, the entire right, title, and interest in and to the Assigned Rights,
      to
      be held and enjoyed by Global Advance, for its own use and for its legal
      representatives and assigns.

     

    1.2 
      Except as otherwise expressly provided in this Agreement, all rights title
      and
      interest in the invention is sold by IdeaPlus Ltd.  to Global Advance on an
      "AS IS" basis and without any warranties, express or implied, and Global
      Advance, disclaims all warranties of usability and fitness for a general or
      particular purpose.  Neither party shall be liable to the other for any
      incidental and/or consequential damages of the other party.

     

    1.3 
      Within ten days of the signing of this Agreement, Global Advance shall transfer
      the Consideration to IdeaPlus.

     

     

    
      	2.	The
              Assignor Representations and
              Warranties


    

     

    2.1 
      The Assignor hereby represents and warrant as follows:

     

    (a)
      Idea
      Plus is the sole and exclusive owner of the Assigned Rights.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) 
      The Assigned Rights are free of any and all liens, claims, royalties, licenses,
      encumbrance, security interests, and other rights of any nature or kind,
      including rights and claims possessed by third parties.

     

    (c)
      The
      assignor has the right and power to execute this Assignment.

     

    (d) 
      Except for the assignment of the Invention by Ofir to IdeaPlus, the Assignor
      has
      made no prior transfer, sales, or assignment of all or any part of the Assigned
      Rights.

     

    (e) 
The
      Assignor has not executed and will not execute any document
      in conflict with this Assignment.

     

     

    
      	3.	Assistance
              and Cooperation


    

     

    3.1 
The
      Assignor covenant and agree as follows:

     

    (a)
      The
      Assignor will deliver to Global Advance the prototype and all materials it
      has
      in its possession relating to the Invention.

     

    (b)
      The
      Assignor will execute and deliver any and all papers and instruments and perform
      all acts, which may be necessary to carry this assignment into full effect
      and
      to perfect title to the Assigned Rights in Global Advance.

     

    (c)
      Upon
      Global Advance' request and at Global Advance' expense, the Assignor will sign
      and deliver all papers or applications and make all rightful oaths and do all
      requisite lawful acts necessary to file or secure (a) any Future Application;
      (b) any renewal, continuation, or substitute application for the Invention;
      or
      (c) any issue, reissue, extension, or reexamination of a Patent; (d) any
      disclaimer relating to an issue Patent, or (c) the registration of an issued
      Patent in other countries.

     

    (d)
      Upon
      Global Advance' request and at Global Advance' expense, the Assignor will assist
      Global Advance with the prosecution or defense of any infringement claim
      relating to the Assigned Rights, including testifying in any litigation or
      other
      proceeding.

     

    3.2
 Without
      derogating from Section 3.1 above, the Assignor hereby
      irrevocably and unconditionally appoint Global Advance and any of its directors,
      from time to time appointed by Global Advance, as their true and lawful attorney
      for the purpose of doing all things and executing all documents as may be
      necessary or appropriate in order to give effect to the provisions of this
      Agreement.

     

     

    
      	4.	Confidentiality
              and Non-Compete


    

     

    4.1 
The
      Assignor shall maintain in confidence and secrecy, and
      shall not disclose or disseminate to any third party in any way or form, all
      information relating to the Assigned Rights which is identified as confidential
      or which may reasonably be deemed to be confidential.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.2 
      The Assignor waive all claims to any and all proprietary and confidential
      information, including trade secrets and other intellectual property rights
      that
      they may possess in connection with the Assigned Rights, and that Global Advance
      may make any use thereof free and clear of any claims by the
      Assignor.

     

    
      4.3 
        The Assignor undertakes not to develop an invention that would compete with
        the
        Invention.

    

     

    
      	5.	Severability 


    

     

    If
      any
      provision of this Agreement is determined to be illegal, invalid, or otherwise
      unenforceable by a court of competent jurisdiction then, within the jurisdiction
      in which such provision is held to be unenforceable, such provision shall be
      excluded from this Agreement and the remainder of this Agreement shall be
      interpreted as if such provision were so excluded and shall be enforceable
      in
      accordance with its terms; provided, however, that in such event this Agreement
      shall be interpreted so as to give effect, to the greatest extent consistent
      with and permitted by applicable law, to the meaning and intention of the
      excluded provision.

     

     

    
      	6.	Entire
              Agreement 


    

     

    This
      Agreement, including the Preamble which is an integral part thereof, sets forth
      the entire agreement between the Parties with respect to the Assigned Rights,
      and supersedes all previous negotiations, agreements, arrangements, and
      understandings with respect to the subject matter hereof.

     

    
      	7.	Governing
              Law 


    

     

    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      state of New York.

     

    IN
      WITNESS WHEREOF, the Parties hereto have executed this
      Agreement:

     

    IdeaPlus
      Ltd.

     

     

    Global
      Advance Corp.

    CEO,
      Oren
      Rozenberg