Filed by Automated Filing Services Inc. (604) 609-0244 - Encore Clean Energy, Inc. - Exhibit 10.3





 TECHNOLOGY CONTRIBUTION AGREEMENT 

                THIS
  TECHNOLOGY CONTRIBUTION AGREEMENT (this “Technology Contribution”),
  is entered into as of January 14, 2005 (the “Effective Date”), among
  Encore Clean Energy, Inc., a Delaware corporation (“Encore”), Robert
  D. Hunt, a individual residing at 23707 Redfish Lane, Pass Christian, Mississippi
  39571 (“Hunt” and collectively, Hunt and Encore shall hereafter
  be referred to as the “Assignors”) and World, Wind and Water Energy
  LLC, a Delaware limited liability company (“Assignee”). Encore,
  Hunt and Assignee are referred to herein individually as a “Party”
  and collectively as the “Parties”.

 RECITALS 

                WHEREAS,
  Encore, Hunt and The Abell Foundation, Inc, a Maryland corporation (“Abell”),
  are parties to that certain Limited Liability Company Agreement of Assignee
  dated as of January 14, 2005, pursuant to which Encore, Hunt and Abell are the
  sole members of Assignee; 

               WHEREAS,
  contemporaneously with the execution and delivery of this Technology Contribution
  by the Assignors, Abell is acquiring a limited liability company interest in
  Assignee pursuant to a cash contribution to Assignee; 

               WHEREAS,
  Hunt is the owner and Encore is the licensee from Hunt pursuant to that certain
  Exclusive License Agreement, between the Assignors dated as of May 20, 2003
  (the “Cryotherm License”), of all right, title and interest in and
  to certain Assigned Patents and Assigned Intellectual Property (as hereinafter
  defined) that relate to the Business (as hereinafter defined); and 

               WHEREAS,
  Assignee desires to acquire rights in the Assigned Patents and Assigned Intellectual
  Property and, in consideration of limited liability company interests in Assignee,
  Assignors desire to contribute and assign all right, title and interest in the
  Assigned Patents and Assigned Intellectual Property to Assignee; 

               NOW,
  THEREFORE, in consideration of the foregoing, and of the mutual covenants and
  agreements hereinafter set forth, and other good and valuable consideration,
  the receipt of which is hereby acknowledged, the Parties hereby agree as follows:


 1.           DEFINITIONS
    

                Except
  as otherwise set forth herein, capitalized terms used in this Technology Contribution
  shall have the meanings ascribed to them below. 





                1.1
                 “Assigned
  Intellectual Property” means all Trade Secrets and Intellectual
  Property developed or used in connection with, or related to, the Assigned Patents,
  including, but not limited to, that Intellectual Property specifically listed
  on Schedule B. 

                1.2               
  “Assigned Patents” means those patents, applications
  for patents, and patent disclosures as specifically listed on Schedule A,
  and any continuations, continuations-in-part, reissues, reexaminations or the
  like subsequently arising therefrom. 

                1.3               
  “Business” means the development, research, manufacture,
  sale, distribution, exploitation and license of patents, technology, products
  and services relating to use of air and water turbine technology. 

                1.4
                 “Improvements”
  shall have the meaning set forth in Section 2.4 hereto. 

                1.5
                 “Intellectual
  Property” means all rights into or arising under or out of any
  intellectual or industrial property of any kind or nature, in each case arising
  under or protected by the laws of any country anywhere the world, including
  patents, patent applications, patent disclosures, registered and unregistered
  trademarks, trade names and service marks, registered and unregistered copyrights,
  trade secrets, software, domain names, mask works, schematics, technology, know-how,
  inventions, improvements thereto, ideas, algorithms, processes and tangible
  or intangible proprietary information or materials. 

                1.6               
  “Person” means any individual, corporation, association,
  partnership, limited liability company, joint venture, trust, estate or other
  entity or organization. 

                1.7               
  “Trade Secrets” means trade secrets, commercial and technical
  information, know-how, engineering, production and other designs, inventions,
  discoveries, concepts, ideas, methods, processes, drawings, specifications,
  formulae, and other technology, software (object and source code), data bases
  and documentation thereof and other proprietary and confidential information,
  including customer lists, that has not been made public, in each case excluding
  any rights in respect of any of the foregoing that comprise or are protected
  by issued patents. 

 2.           CONTRIBUTION
  AND ASSIGNMENT 

                2.1
           Contribution and Assignment
  of Patents

                               Assignors
  hereby contribute, assign, transfer and convey to Assignee all right, title
  and interest in and to the Assigned Patents and Assigned Intellectual 

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 Property, free and clear of any liens or other encumbrances,
  and the right to sue for past and future infringement and to recover and hold
  all damages and profits arising therefrom, the same to be held and enjoyed by
  Assignee and its successors and assigns from and after the date hereof as fully
  and entirely as the same would have been held and enjoyed by Assignors but for
  this Assignment. Contemporaneously with the execution of this Assignment, Hunt
  shall execute and deliver to Assignee the short form patent assignment attached
  hereto as Exhibit 1, which Assignee shall have the right to record at
  the United States Patent and Trademark Office pursuant to Section 2.3 hereto.


                2.2
           Reserved

                2.3
           Power of Attorney for
  Assignments and Further Assurances

                               Assignors
  hereby authorize and appoint Assignee and grant Assignee full power of attorney
  to execute, in the name of and on behalf of Assignors where necessary, all such
  documents as are reasonably necessary to perfect, affirm, record and maintain
  title in Assignee, its successor, assigns or other legal representatives to
  any of the Assigned Patents and Assigned Intellectual Property, including all
  documents necessary to register in the name of Assignee the assignment of (i)
  each Assigned Patent in the appropriate country or countries and, (ii) each
  trademark, registration and application and trade name listed in attached Schedule
  B. Upon the request of Assignee, Assignors further agree to execute and
  deliver to Assignee such additional documents and take such other action as
  may be reasonably necessary to continue, secure, defend, register, confirm,
  evidence and otherwise give full effect to and to perfect the rights of Assignee
  under this Technology Contribution. Assignee shall provide Assignors with contemporaneous
  copies of all such documents. 

                2.4
          Ownership of Improvements and
  New Developments

                               To
  the extent that either Encore or Hunt or any of their respective Affiliates,
  and employees of or consultants to either Encore or Hunt or any of their respective
  Affiliates, creates any improvements or enhancements to the Assigned Patents
  and Assigned Intellectual Property, or new inventions or developments related
  to the Assigned Patents and Assigned Intellectual Property or to improvements
  or enhancements to the Assigned Patents and Assigned Intellectual Property including
  but not limited to any innovation, process or technique that is necessary or
  useful to the manufacture of commercial products (collectively “Improvements”),
  such Improvements, including patents, applications for patents, continuations,
  continuations-in-part, reissues, reexaminations or the like arising therefrom
  and other Intellectual Property rights in any of the foregoing, shall be owned
  by Assignee. Within thirty (30) days after the discovery of any Improvement,
  Assignors shall disclose and deliver to Assignee information sufficient to allow
  Assignee to determine whether to file a patent application related to the Improvement.
  Upon request of Assignee, Assignors further agree to 

 3 




 

 execute and deliver to Assignee, and cause each of its Affiliates,
  employees and consultants to execute and deliver to Assignee, such additional
  documents and assignments and take such other action as may be reasonably necessary
  to allow Assignee to apply to register, register, continue, secure, defend,
  confirm, evidence and otherwise give full effect to and to perfect the rights
  of Assignee with respect to Improvements. 

 3.                REPRESENTATIONS
  AND WARRANTIES OF ENCORE AND HUNT 

 Encore and Hunt make the following representations jointly
  and separately, except as specifically set forth below: 

                               (a)
                 Encore
  has all requisite power and authority to enter into and perform the terms of
  this Technology Contribution, the agreements and instruments referred to herein,
  and the transactions contemplated hereby and thereby. The execution, delivery
  and performance of this Technology Contribution and of the agreements and instruments
  called for hereunder, and the consummation of the transactions contemplated
  hereby and by such agreements and instruments have been duly and validly authorized
  and approved by all necessary action by Encore, including all necessary board,
  and if necessary, stockholder, consents. Encore is duly organized, validly existing
  and in good standing under the laws of its state of organization.

                               (b)
                 This
  Technology Contribution constitutes, and upon execution and delivery, each other
  agreement and instrument contemplated hereby will constitute, a valid and binding
  agreement and obligation of each of Hunt and Encore enforceable against each
  of them in accordance with their respective terms. The execution, delivery and
  performance by Encore and Hunt of this Technology Contribution and the agreements
  and instruments called for hereunder will not require the consent, approval
  or authorization of any Person, except, as to Encore, as set forth in subsection
  (a) above. 

                               (c)
                 The
  listing of Assigned Patents identified on Schedule A hereto includes
  all patents, patent applications and patent disclosures that are owned or used
  by Assignors that relate to the Business, including the jurisdictions, both
  domestic and foreign, in which each such item of Intellectual Property has been
  issued or registered or in which any application for such issuance and registration
  has been filed. 

                               (d)
                 Hunt
  represents that he has not transferred ownership of, or granted any options
  or license in, the Assigned Patents or the Assigned Intellectual Property to
  any Person except pursuant to the Cryotherm License. Encore represents that
  it has not transferred ownership of or any other interest in the Cyrotherm License
  or otherwise transferred its interest in, or granted any options or sublicenses
  in the Assigned Patents or its interest in the Assigned Intellectual Property
  to any Person. Assignors have not entered into any agreement to indemnify any
  other Person against any charge of 

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 infringement of any third party Intellectual Property relating
  to Assignors’ exploitation of the Assigned Patents or the Assigned Intellectual
  Property. 

                               (e)
                 Hunt
  represents that he has taken all necessary action in all jurisdictions where
  Hunt reasonably believes such action is appropriate, both domestic and foreign,
  to register the Assigned Patents and the Assigned Intellectual Property and
  maintain the registration of the Assigned Patents. Hunt represents that the
  Assigned Patents are valid and subsisting, and all necessary registration and
  maintenance fees in connection with such Assigned Patents have been paid. There
  are no actions that must be taken by Hunt within sixty (60) days of the closing
  date for the purposes of maintaining, perfecting, preserving or renewing the
  Assigned Patents. 

                               (f)
                 To
  the knowledge of either Assignor, there is no unauthorized use, disclosure,
  infringement or misappropriation of any of the Assigned Patents or Assigned
  Intellectual Property, by any third party, including any employee or former
  employee of Assignors. The Assigned Patents and Assigned Intellectual Property
  together constitute all of the Intellectual Property necessary to exploit the
  Assigned Patents and the Assigned Intellectual Property, including the ability
  to use, develop, research, manufacture, sell, reproduce, perform, modify, enhance,
  distribute, improve, prepare derivative works of, and sublicense, and such exploitation
  does not require the use of any Intellectual Property of any other Person nor
  payment to any other Person. There are no royalties, fees or other payments
  or compensation payable by Assignors to any Person by reason of Assignor’s
  ownership, use, sale or disposition of the Assigned Patents and the Assigned
  Intellectual Property.

                               (g)
                 The
  conduct of the Business and the use of the Assigned Patents and the Assigned
  Intellectual Property as contemplated by the Parties does not infringe any Intellectual
  Property right of any third party and no claims are pending or threatened against
  Assignors by any Person with respect to the ownership, validity, enforceability,
  effectiveness or use of any Assigned Patents and Assigned Intellectual Property.

                               (h)
                 All
  current and former officers, shareholders, directors, employees and material
  consultants of Assignors that have contributed to the development of the Assigned
  Patents and the Assigned Intellectual Property have executed and delivered to
  Assignors an agreement assigning to Assignors any and all Intellectual Property
  arising from services performed for Assignors by such Persons. There is no Intellectual
  Property developed by a stockholder, director, officer, consultant or employee
  of Assignor that is used in the Business that has not been transferred to, and
  is not owned free and clear of any liens or Encumbrances by, Assignors. To the
  knowledge of Assignors, there is no pending dispute with any current or former
  officer, shareholder, director, employee or consultant of Assignors regarding
  ownership of the Assigned Patents or the Assigned Intellectual Property. 

 5 





                               (i)
                 To
  the extent that any Assigned Patents or Assigned Intellectual Property have
  been assigned to Assignors or developed or created independently or jointly
  by any Person, other than a current or former officer, employee or material
  consultants of Assignors who has executed and delivered to Assignors an agreement
  assigning to Assignors any and all Intellectual Property arising from services
  performed for Assignors by such Persons, Assignors have a written agreement
  with such Person and Assignors thereby have obtained ownership of, and are the
  exclusive owners of, all such Intellectual Property rights therein.

                               (j)
                 Assignors
  have entered into written confidentiality agreements with all third parties
  having access to Assignor-owned confidential Intellectual Property that relates
  to the Business or confidential Intellectual Property that relates to the Business
  and was disclosed by such Assignor to third parties under obligations of confidentiality
  in connection with the disclosure to, or use or appropriation by, those third
  parties, of Intellectual Property owned by such Assignor that has not otherwise
  been made public pursuant to an issued patent. 

                               (k)
                 None
  of the Assigned Patents or Assigned Intellectual Property assigned herein was
  developed by or on behalf of, or using grants or other subsidies of, any governmental
  entity or any university, nor was any government funding, facilities or resources
  of a university, college, other educational institution or research center or
  funding from third parties was used in the development of such Assigned Patents
  or Assigned Intellectual Property. 

 4.           MISCELLANEOUS
   

                4.1
           Entire Agreement; Amendment
    

                               This
  Technology Contribution, including the attached Schedules and Exhibits constitutes
  the entire agreements of the Parties, and supersedes all prior oral or written
  agreements, commitments or understandings with respect to the matters expressly
  provided for in this Technology Contribution including all prior oral or written
  agreements, commitments or understandings between Hunt, Encore and any other
  Person or any combination thereof (including, but not limited to, any affiliate
  of Hunt or affiliate of Encore or, as to Encore, any predecessor entity). No
  amendment, modification or discharge of this Technology Contribution shall be
  valid or binding unless set forth in writing and duly executed and delivered
  by the Party against whom enforcement of the amendment, modification, or discharge
  is sought. 

                4.2
           Severability 

                               If
  any part of any provision of this Technology Contribution shall be held invalid
  or unenforceable in any respect by a court of competent jurisdiction or a qualified


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 arbitrator or other person involved any dispute resolution
  procedure applicable to the Parties, such part shall be ineffective to the extent
  of such invalidity or unenforceability only, without in any way affecting the
  remaining parts of such provision or the remaining provisions of this Technology
  Contribution. 

                4.3
           Governing Law 

                               This
  Technology Contribution, the rights and obligations of the Parties hereto, and
  any claims or disputes relating thereto, shall be governed by and construed
  in accordance with the laws of the State of Delaware (excluding the choice of
  law rules thereof). 

                4.4
           Notices 

                               All
  notices, demands, requests, or other communications that may be or are required
  to be given, served, or sent by any Party to another Party pursuant to this
  Technology Contribution shall be in writing and shall be hand delivered, faxed,
  sent by overnight courier or mailed by first-class, registered or certified
  mail, return receipt requested, postage prepaid, addressed as follows: 

	 	 Notice to Encore:  	 Encore Clean Energy, Inc.  
	 	  	 Suite 610, 375 Water Street  
	 	  	 Vancouver, BC  
	 	  	 Canada V6B 5C6  
	 	  	 Attention: Dan Hunter  
	 	  	 Facsimile: (604) 801-5575  
	 	  	 Email: dhunter@encorecleanenergy.com  
	 	  	 
	 	 With a copy to:  	 Monahan & Biagi, PLLC  
	 	  	 701 Fifth Avenue  
	 	  	 Suite 2800  
	 	  	 Seattle, WA 98104-7003  
	 	  	 Attention: James F. Biagi, Jr.  
	 	  	 Facsimile: (206) 587-5710  
	 	  	 Email: JBiagi@MonahanBiagi.com  
	 	  	 
	 	 Notice to Hunt:  	 Robert Hunt  
	 	  	23707 Redfish Lane 
	 	  	 Pass Christian, MS 39571  
	 	  	 Facsimile: (228) 452-0972  
	 	  	 Email: huntband@direcway.com  


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	 	 Notice to Company: 	World, Wind and Water Energy LLC  
	 	  	 c/o Encore Clean Energy, Inc.  
	 	  	 Suite 610, 375 Water Street  
	 	  	 Vancouver, BC  
	 	  	 Canada V6B 5C6  
	 	  	 Attention: Dan Hunter  
	 	  	 Facsimile: (604) 801-5575  
	 	  	 Email: dhunter@encorecleanenergy.com  
	 	  	 
	 	 With copies to:  	 The Abell Foundation, Inc.  
	 	  	 Suite 2300  
	 	  	111 S. Calvert Street 
	 	  	 Baltimore, MD 21202-6174  
	 	  	 Attention: Eileen O’Rourke  
	 	  	 Facsimile: 410-539-6579  
	 	  	 Email: orourke@abell.org  
	 	  	 
	 	  	 Hogan & Hartson L.L.P.  
	 	  	 111 South Calvert Street  
	 	  	 Suite 1600  
	 	  	 Baltimore, MD 21202-6191  
	 	  	 Attn: Nancy D. O’Neil  
	 	  	Fax: (410) 539-6981 
	 	  	 Email: ndoneil@hhlaw.com  




                               Each
  Party may designate by notice in writing (given in accordance with the terms
  hereof) a new address to which any notice, demand, request or communication
  may therefore be so given, served or sent. Each notice, demand, request, or
  communication that shall be hand delivered, faxed, sent, or mailed, in the manner
  described above, shall be deemed sufficiently given, served, sent, received
  or delivered for all purposes at such time as it is delivered to the addressee
  (with the return receipt or the delivery receipt or a facsimile confirmation
  being deemed conclusive, but not exclusive, evidence of such delivery) or at
  such time as delivery is refused by the addressee upon presentation. 

                4.5
           Headings 

                               Section
  headings contained in this Technology Contribution are inserted for convenience
  of reference only, shall not be deemed to be a part of this Technology Contribution
  for any purpose, and shall not in any way define or affect the meaning, construction
  or scope of any of the provisions hereof. 

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                4.6
           Execution in Counterparts
    

                               This
  Technology Contribution may be executed in counterparts, each of which shall
  be deemed an original. 

                4.7
           Relationship of the Parties
   

                               No
  Party shall have any power or express or implied right or authority to assume
  or create any obligations on behalf of or in the name of any other Party or
  to bind the other Party in any manner whatsoever, including to any other contract,
  agreement or undertaking with any third party. 

                4.8
           Remedies 

                               The
  Parties’ rights and remedies pursuant to this Technology Contribution
  shall, subject to the provisions hereof, be cumulative and nonexclusive of
  any other rights and remedies which they may have pursuant to any other
  agreement, by operation of law, or otherwise. 

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                               IN
  WITNESS WHEREOF, the Parties hereto have duly executed this Technology Contribution,
  or have caused this Technology Contribution to be duly executed on their behalf,
  and delivered to the other Party as of the day and year first above written.


	 	ASSIGNORS:  
	 	 	  
	 	 	 
	 	 ENCORE CLEAN ENERGY, INC.  
	 	 	 
	 	 	  
	 	By: 	 /signed/ Dan Hunter  
	 	 	 Name: Dan Hunter  
	 	 	 Title: Chief Executive Officer  
	 	 	 
	 	 	 
	 	 ROBERT D. HUNT  
	 	 	 
	 	 /signed/ Robert D. Hunt  
	 	 	 
	 	 	 
	 	 ASSIGNEE:  
	 	 	 
	 	 WORLD, WIND AND WATER ENERGY LLC  
	 	 	  
	 	 	 
	 	By: 	 /signed/ Dan Hunter  
	 	 	 Name: Dan Hunter  
	 	 	 Title: President  




 10 

  [Signature Page to Technology Contribution Agreement]









 SCHEDULE A to IP Contribution Agreement – ASSIGNED
  PATENTS 

 Owner of Record: Robert D. Hunt: 

 Issued Patents 

 None. 

 Owner of Record: Robert D. Hunt: 

 Patent Applications 

 U.S. Provisional Application Number 60/452,119 titled, “Hydraulic
  or pneumatical sail mechanism -- Improved method of power generation, refrigeration,
  pumping, and compression from wind energy, wave energy, or water current energy,
  via the use of sails constructed of electronically controlled rotatable and
  extendable shutters to reduce drag and to increase power” dated March
  6, 2003. 

 U.S. Provisional Application Number 60/500,362 titled, “Self-Actuated
  Horizontal Wind Shutters For a Vertical Axis Wind Turbine” dated September
  3, 2003. 

 International Application Number PCT/US2004/007369 titled,
  “Hybrid Wind and Solar Powered Turbine; Hydro-Turbine; Air Compressor;
  Hydraulic Pump; Air or Hydro-Propeller, having Pivotable Shutters on a Rotating
  Disk” dated March 8, 2004 and priority date March 6, 2003. 

 A-1 








 SCHEDULE B to IP Contribution Agreement 

 INTELLECTUAL PROPERTY 

 All drawings, specifications, analyses, data and other documentation
  for the prototype of the low-speed wind turbine as described in the Assigned
  Patents and any existing prototype(s), which shall be delivered to Assignee.
  Any material packing and shipping costs shall be paid by Assignee. Assignors
  may keep copies of such documentation for their reference. 

 B-1 








 EXHIBIT 1

 IN THE UNITED STATES 

  PATENT AND TRADEMARK OFFICE 

  PATENT ASSIGNMENT 

                               WHEREAS,
  Robert D. Hunt, an individual residing at 23707 Redfish Lane, Pass Christian,
  Mississippi 39571 (“Assignor”), is the sole owner of the entire
  right, title and interest in, to, and under the patents listed on the attached
  Schedule 1 (the “Patents”); and 

                              WHEREAS,
  World, Wind and Water Energy LLC, a Delaware limited liability company, with
  offices at c/o Encore Clean Energy, Inc., Suite 610, 375 Water Street, Vancouver,
  BC, Canada V6B 5C6 (the “Assignee”), is desirous of obtaining the
  entire right, title and interest in, to and under said Patents; 

                               NOW,
  THEREFORE, for good and valuable consideration, the receipt of which is hereby
  acknowledged, Assignor hereby assigns and transfers to Assignee, its successors
  and assigns, all of Assignor’s right, title and interest in, to and under
  the Patents, as well as all divisions, renewals and continuations thereof, and
  all Letters Patent of the United States which may be granted thereon and all
  reissues and extensions thereof, and all applications for Letters Patent which
  may hereafter be filed for inventions embodied by the Patents in any country
  or countries foreign to the United States, and all Letters Patent which may
  be granted for said inventions embodied by the Patents in any country or countries
  foreign to the United States and all extensions, renewals and reissues thereof
  and all rights of priority in any such country or countries based upon the filing
  of the Patents in the United States which are created by any law, treaty or
  international convention (all of which shall be included in the term “Patents”);
  and I hereby authorize and request the Commissioner of Patents of the United
  States, and any Official of any country or countries foreign to the United States,
  whose duty it is to issue patents on any such applications as aforesaid, to
  issue all Letters Patent for said inventions to Assignee, its successors and
  assigns, in accordance with the terms of this instrument. 

                               AND
  Assignor does hereby covenant that it has full right to convey the entire interest
  herein assigned, and that Assignor has not executed, and will not execute, any
  agreement in conflict herewith. 

                               AND
  Assignor does further hereby covenant and agree that it will communicate to
  Assignee, its successors and assigns, any facts known to it respecting the Patents,
  and testify in any legal proceeding, sign all lawful papers, execute all divisional,
  continuing and reissue applications, make all rightful oaths and generally do
  everything possible to aid said Assignee, its successors and assigns, to obtain
  and enforce any attendant rights in all countries. 

 1 








 EXHIBIT 1 to INTELLECTUAL PROPERTY AGREEMENT 

                               IN
  WITNESS WHEREOF, Assignor has caused this instrument to be signed by a duly
  authorized corporate officer and its corporate seal to be affixed, as of this
  _____ day of January, 2005. 

	 	 ASSIGNOR:  
	 	 
	 	 ROBERT D. HUNT  
	 	 
	 	 
	 	 
	 	 




 2 








 EXHIBIT 1 to INTELLECTUAL PROPERTY AGREEMENT 

 SCHEDULE 1 to PATENT ASSIGNMENT 

 Owner of Record: Robert D. Hunt: 

 Issued Patents 

 None. 

 Owner of Record: Robert D. Hunt: 

 Patent Applications 

 U.S. Provisional Application Number 60/452,119 titled, “Hydraulic
  or pneumatical sail mechanism -- Improved method of power generation, refrigeration,
  pumping, and compression from wind energy, wave energy, or water current energy,
  via the use of sails constructed of electronically controlled rotatable and
  extendable shutters to reduce drag and to increase power” dated March
  6, 2003. 

 U.S. Provisional Application Number 60/500,362 titled, “Self-Actuated
  Horizontal Wind Shutters For a Vertical Axis Wind Turbine” dated September
  3, 2003. 

 International Application Number PCT/US2004/007369 titled,
  “Hybrid Wind and Solar Powered Turbine; Hydro-Turbine; Air Compressor;
  Hydraulic Pump; Air or Hydro-Propeller, having Pivotable Shutters on a Rotating
  Disk” dated March 8, 2004 and priority date March 6, 2003. 

 3 








 EXHIBIT 1 to INTELLECTUAL PROPERTY AGREEMENT 

 ACKNOWLEDGEMENT 

	 STATE OF  	 	 )  	  
	  	 	 )  	 ss  
	 COUNTY OF  	 	 )  	  




                               On
  this ____ day of January, 2005 before me personally appeared Robert D. Hunt,
  to me personally known, who, being duly sworn, did say that he/she is the ___________________________
  of Assignor and that he duly executed the foregoing instrument and that said
  individual acknowledged said instrument to be his free act and deed of Assignor.
  



__________________________________

  Notary Public 

My commission expires: 

 

4