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                                   ASSIGNMENT

         Whereas I, William Kelly, have made certain inventions or discoveries
(or both) set forth in preliminary applications for Letters Patent of the
Republic of Ireland bearing application numbers 990820, 991032, 990646, which
applications were executed by me on _____________________, and ________________
_____________ respectively (the "Applications"); and

         Whereas CorkOpt Limited ("Assignee"), whose address is Penrose Wharf,
Penrose Quay, Cork and which, together with its successors and assigns, is
hereinafter called "Assignee," is desirous of acquiring the title, rights,
benefits, and privileges hereinafter recited;

         Now, Therefore, for valuable consideration furnished by Assignee to me
as beneficial owner, receipt and sufficiency of which I hereby acknowledge, I
hereby, without reservation:

         1. Grant, transfer and convey to Assignee free from all liens charges
and encumbrances my entire right, title, and interest in and to said inventions
and discoveries, said application for Letters Patent any and all other
applications for Letters Patent on said inventions and discoveries in whatsoever
countries, including all divisional, renewal, substitute, continuation,
continuation-in-part, and Convention applications based in whole or in part upon
said inventions or discoveries, or upon said applications, and any and all
Letters Patent, reissues, re-examinations, and extensions of Letters Patent
granted for said inventions and discoveries or upon said applications, and every
priority right that is or may be predicated upon or arise from said inventions,
said discoveries, said applications, and said Letters Patent TO HOLD the same
unto the Assignee absolutely;

         2. Authorize Assignee to file patent application in any or all
countries on any or all of said inventions and discoveries in my name or in the
name of Assignee or otherwise as Assignee may deem advisable, under the
International Convention or otherwise;

         3. Authorize and request the Commissioner of Patents and Trademarks of
the United States of America and the empowered officials of all other
governments to issue or transfer all said Letters Patent to Assignee, as
assignee of the entire right, title, and interest therein or otherwise as
Assignee may direct;

         4. Warrant that I have not knowingly conveyed to others any right in
said inventions, discoveries, applications, or patents or any license to use the
same or to make, use, or sell anything embodying or utilizing any of said
inventions or discoveries; and that I have good right to assign the same
Assignee without encumbrance;

         5. Bind my heirs, legal representatives and assigns, as well as
myself, to do, upon Assignee's request and at Assignee's expense, but without
additional consideration to myself or them, all acts reasonably serving to
assure that the said inventions and discoveries, the said Patent
Applications, and the said Letters Patent shall be held and enjoyed by
Assignee as fully and entirely as the same could have been held and enjoyed
by me, my heirs, legal representatives, and assigns if this assignment had
not been made; and particularly to execute and deliver to Assignee at my own
expense all lawful application documents including petitions, specifications,
and oaths, and all assignments, disclaimers, and lawful affidavits in form
and substance as may be requested by Assignee or its nominee; to communicate
to

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Assignee all facts known to me relating to said inventions and discoveries or
the history thereof; and to furnish Assignee with any and all documents,
photographs, models, samples, and other physical exhibits in my control or in
the control of my heirs, legal representatives or assigns which may be useful
for establishing the facts of my conceptions, disclosures, and reduction to
practice of said inventions and discoveries.

         6. Authorises Assignee to recover and take all such proceedings as
may be necessary for the recovery of damages or otherwise in respect of all
infringements of any patent or patents granted pursuant to the Applications,
whether such infringements take place before or after the date of this
Assignment.

The Assignor undertakes that he will not for a period of two years from the date
of this Assignment publish or disclose any particulars of the inventions the
subject matter of the Applications or the Applications to any person.



         In testimony of which I have executed this Assignment as an instrument
under seal on the dates indicated next to my name.




                                          DECLARED at
                                          in the City of Cork by the said
                                          William Kelly this               day
                                          of              2000 before me a
                                          Commissioner for Oaths/Practising
                                          Solicitor and I know the Declarant

                                          -----------------------------------
                                          COMMISSIONER FOR OATHS /
                                          PRACTISING SOLICITOR