Exhibit 10.11


    
       

      CONSULTING
        AND INTELLECTUAL PROPERTY

      ASSIGNMENT
        AGREEMENT

      


      THIS
        CONSULTING AND INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (“Agreement”)
        is made and entered into as of the 11th day of January, 2006, by and between
        Henvil
        Corp., an
        Ontario Canada corporation
        (“Henvil”),
        and
Steve
        Livneh,
        its
        sole shareholder and principal, (collectively “Consultants”)
        as
        parties of the first part,
        and
Bovie
        Medical Corporation,
        organized and existing under the laws of the State of Delaware, (“Bovie”),
        as
        party of the second part.

      


      W-I-T-N-E-S-S-E-T-H

      


      WHEREAS:
        Consultants have experience and expertise in the medical device engineering
        and
        product development fields; and

      


      WHEREAS
        Livneh
        is
        the creator, owner and inventor of proprietary inventions in the nature of
        reusable ergonomic modular disposable and re-usable hand instrumentation
        and the
        ideas, designs and concepts therefor, as more fully and particularly described
        in Exhibits A
        and
B hereto
        (collectively, the “Inventions”), and WHEREAS Consultants wish to develop and
        cause to be developed detailed designs, specifications, quality standards,
        plans
        and drawings, computer renderings, models and designs, improvements and
        modifications, and prototype and pre-production test versions of the Inventions,
        to facilitate Bovie’s marketing and distribution of the products derived from
        the Inventions in the United States and throughout the world including such
        other devices that substantially reflect the Patents and Inventions hereunder
        (collectively the “Products”).

      


      WHEREAS
        Consultants
        are willing to assign to Bovie all right title and interest in the Inventions
        and Products pursuant to the terms hereinafter set forth; and

      


      WHEREAS:
        On
        the
        terms and conditions set out herein, Bovie is willing to engage Consultants
        to
        assist Bovie and Consultants are willing to assist Bovie, in developing detailed
        designs, specifications, quality standards, plans and drawings, computer
        renderings, models and designs, improvements and modifications, and prototype
        and pre-production test versions, of the Inventions and Products while
        protecting Bovie’s intellectual property and trade secret rights in and to the
        Inventions, and certain related confidential information. 

      


      NOW,
        THEREFORE, in
        consideration of the mutual undertakings and covenants set out herein, the
        parties expressly acknowledge and agree as follows:


      
        
          
          

        

        
          -1-

          
            

          

        

        
          
          

        

      


      1.
         Consultants’
        Services

      


      1.1 Engagement:
         Bovie
        hereby engages Consultants to perform, and Consultants agree to perform,
        the
        services enumerated herein, for the Term set forth herein, unless the engagement
        is sooner terminated.

       

      1.2 Provision
        of Equipment and Machinery: Bovie
        shall, within thirty (30) days after the date hereof, but subject to Force
        Majeure, purchase (and/or lease) and cause to be delivered to Henvil’s facility
        in Canada, if readily available, the necessary equipment and machinery valued
        at
        $400,000 which is listed and described on Exhibit C
        for use
        by Consultants in performing their Services and Scope of Work (as hereafter
        defined), subject to Section 1.2.2 below. Consultants acknowledge that for
        all
        purposes herein, Bovie is the owner of the equipment and machinery, with
        owner’s
        prerogative to exercise all indicia of ownership in any manner and for any
        reason, including but not limited to, removal of such equipment to its
        manufacturing location in Florida or elsewhere, on 90 days notice to
        Consultants.

       

      1.2.1 Standard
        of care:
        Consultants shall utilize the machinery and equipment in conformity with
        good
        design and manufacturing practices exercising the appropriate standard of
        care
        for the proper maintenance of the machinery and equipment and the safety
        of the
        personnel operating same.

      


      1.2.2 Use
        for other Purposes:
        In the
        event the equipment is used for any purpose other than what is contemplated
        by
        this Agreement, Consultants shall notify Bovie in writing of the nature of
        the
        use and shall compensate Bovie on terms and amount to be agreed upon prior
        to
        such intended use.

      


      1.2.3 Insurance: For
        as
        long as the equipment and machinery is located at consultants’ facility,
        Consultants shall purchase and keep in effect property insurance covering
        the
        equipment and machinery specified in Exhibit C in an amount equal to the
        greater
        of $400,000 or the actual value thereof, with Bovie as a named
        insured. 

      


      1.3 Standard
        of Performance:
        Consultants acknowledge that Bovie is entrusting to them with highly sensitive
        confidential and commercially-valuable information, not generally known,
        and
        relying expressly on Consultants’ discretion, experience, and expertise: (a) to
        develop detailed designs, specifications, quality standards, plans and drawings,
        computer renderings, models and designs, improvements and modifications,
        and
        prototype and pre-production test versions, of the Inventions, in a good
        and
        professional manner, consistent with best practices and the standard of care
        in
        the medical device design and engineering industry, taking into account time
        and
        budgetary constraints imposed by Bovie; and (b) to keep confidential and
        to
        preserve Bovie’s trade secrets and confidential information, and that, in
        consequence, they will occupy a special position of trust and confidence
        with
        respect to Bovie. Consultants hereby agree that, in the course of performing
        the
        services enumerated herein, they will at all times use reasonable efforts
        to
        advance Bovie’s interests, and loyally and faithfully, subject to Force Majeure,
        to perform their obligations for Bovie’s benefit.


      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      


      


      1.4 Services:
        Subject
        to Force Majeure events, Consultants hereby agree to perform the services
        set
        out in the Scope of Work, attached hereto as Exhibit D
        hereto,
        not later than the times specified for completion of the Scope of Work, as
        the
        same may be amended by mutual agreement of the parties from time to time
        (the
“Services”). The Scope of Work and delivery date may be modified or augmented
        from time to time by mutual, written agreement signed by the parties, acting
        reasonably.

      


      1.5 Limitations
        on Consultants Authority in Respect of Dealings with Third
        Parties:
        Each
        Consultant shall have no authority or power to bind Bovie to any obligations
        or
        undertakings with third parties, nor shall Consultants represent that they
        have,
        or hold themselves out as having; or imply or suggest that he has; such
        authority or power. All negotiations and negotiating positions with any third
        parties are subject to approval by Bovie. All agreements, understandings
        and
        contracts with third parties must be in writing, and duly executed by an
        officer
        of Bovie in order to be effective against Bovie. Consultants shall disclose
        to
        third parties the foregoing limitations on their authority where and when
        reasonably necessary to avoid creating misapprehensions or misunderstandings
        on
        the part of such third parties as to the scope of Consultants’
authority.

       

      1.6 Independent
        Contractor Status:
        Consultants and Bovie are contractors independent of one another, and
        Consultants shall not be considered the employee, partner or joint venturer
        of
        Bovie, or subject to the execution and performance hereof, the owner of any
        interest in the Inventions or business associated with it. Subject to the
        provisions of this Agreement, Consultants shall be free to perform the services
        required hereunder at the times, in the places, and in the manner they deem
        fit.
        Except as expressly provided herein and subject to the provisions of section
        2.1
        hereof, Consultants shall provide, at their cost and expense, all
        transportation, personnel, equipment, insurance and supplies needed to perform
        the Services. Bovie is contracting for the results set out in the Scope of
        Work,
        and Consultants shall control the details of their performance. Consultants
        shall be liable for and responsible for payment of any and all taxes that
        may be
        due upon compensation earned by them under this Agreement.

       

      1.7 Bovie’s
        Efforts to Exploit the Inventions: Bovie
        agrees that it shall use reasonable efforts to exploit commercially the
        Inventions, and that Bovie shall bear all costs of marketing of the Products.
        Bovie shall have sole, exclusive, and unfettered discretion as to the means
        by,
        and terms and conditions under, which Bovie shall endeavor to exploit the
        Inventions and Bovie does not guarantee or make any warranties or
        representations whatsoever to Consultants that such efforts will be successful,
        or will result in any level of revenue, income or profit. 


      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      


      2. COMPENSATION 

      2.1 Development
        Compensation:  Bovie
        shall pay to Consultants, monthly for a period of twelve (12) months, the
        sum of
        thirty thousand ($30,000) or for less than a month, an appropriately pro-rated
        portion thereof (“Consulting Fee”) commencing with the execution hereof, in
        support of Consultants’ preparations and performance of their Services and Scope
        of Work hereunder plus the cost of tools and molds up to a maximum cost of
        $120,000.00 if required for the Scope of Work, all of which is subject to
        approval of Bovie which shall be the owner of such tools and
        equipment.

       

      2.2
         Royalty
        Fee:
        Commencing with the period immediately following one year after the date
        of the
        first sale or commercial delivery of the Product for use and continuing for
        a
        period of four years thereafter, Bovie shall pay on a quarterly basis to
        Livneh,
        or an entity designated by him in writing, which is at least 50% owned and
        controlled by Livneh, a minimum royalty (“Initial Minimum Royalty”) consisting
        of the greater of $35,000 per year or 3% of Adjusted Gross Revenues received
        (as
        hereinafter defined) inclusive of Product delivery for use and such other
        device(s) that substantially reflect the work performed by Consultants
        hereunder, namely variants of the reusable ergonomic modular disposable and
        re-usable hand instrumentation, embodied by the Inventions, during the Term,
        if
        any. Commencing with the quarterly period following the end of the aforesaid
        four-year period and continuing thereafter for the balance of Term of this
        Agreement, Bovie shall pay to Livneh, or his designee, a royalty payment
        (“Ongoing Royalty”) equal to 2.5% of such Adjusted Gross Revenues. Except as
        expressly provided in this Agreement, no Royalty shall be payable on account
        of
        sale, licensing or otherwise of any other Bovie services or product other
        than
        the Products, or on account of any other revenue or income received or accrued
        by Bovie, from whatever source derived. 

      


      2.2.1
         Adjusted
        Gross Revenues:
        As used
        herein, the term “Adjusted Gross Revenues” shall mean Bovie’s gross sales (the
        gross amount billed Bovie customers inclusive of distributors) of the Products
        on account of the sale or delivery for use of the Products and any other
        device
        that substantially embodies the Inventions and work performed by Consultants
        hereunder less (i) shipping costs and (ii) commissions payable to third parties
        (not including employees, consultants or contractors of Bovie) (iii) returns,
        and (iv) royalty payable on demo models supplied.

      


      2.2.2
        Payment
        Terms; Content of Fee Statements:
        The
        Royalty shall be payable to Consultants on a calendar quarterly basis. Not
        later
        than thirty (30) days after the last day of the previous calendar quarter,
        Bovie
        shall remit to Consultants the amount of the Royalty due on Gross Revenues
        actually received and credited on account of the sales of the Products during
        the previous quarter, if any. With each such payment, Bovie shall deliver
        to
        Consultants a statement, showing, for the previous calendar quarter, the
        total
        amount of revenues received by Bovie on account of the sales or delivery
        for use
        of the Products derived from the Inventions including such other device that
        substantially embodies the work performed by Consultants hereunder, the amount
        of gross revenues received and royalty payable for such quarter.  Consultants
        and their agents shall be entitled not more than once per calendar year during
        the Term of this Agreement, on ten (10) days prior written notice, to inspect,
        audit and copy the books and records of Bovie 


      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      


      relevant
        to the Royalty, in Bovie's premises during Bovie’s normal business hours. If
        such inspection reveals an error in an amount equal to or greater than $1000
        concerning the calculation of the Royalty, then Bovie shall pay any amount
        due
        and promptly reimburse the actual and reasonable costs of Consultants in
        connection with such inspection and audit. Bovie shall promptly correct any
        such
        accounting error upon discovery, whether pursuant to such an inspection or
        audit
        or otherwise and advise the Consultants accordingly.

      


      2.3 Stock
        Options:
        As
        additional compensation for Steve Livneh, Bovie shall, subject to Section
        2.3.1
        below, issue to Livneh, a company owned 50% or more by him or to a family
        member
        designated by him, when requested, a total of 100,000 restricted stock options
        to purchase 100,000 restricted shares of Common Stock of Bovie, exercisable
        at
        the closing price for Bovie’s Common Stock on the American Stock Exchange as of
        at the close of business on the date requested.

       

      2.3.1 Vesting
        of Options:
        The
        aforesaid stock options shall not vest until such time as Bovie formally
        receives section 510K approval from the FDA for each of the Arthroscopic
        and Lap
        Choly classes of instrumentation subject to the application, at the rate
        of 50%
        each (or a total of 50,000 options shall vest for each class of instrumentation
        so approved); provided that Bovie, at its expense, shall apply for section
        510K
        approval within a reasonable period after Henvil's delivery of drawings for
        each
        class of Products described in Exhibit -A
        and
        B.

      


      2.3.2 Consultants
        acknowledge that such options shall be restricted stock options which are
        acquired for investment and shall have a term of five
        years.

      


      2.3.3 Exercise
        of the restricted stock options shall give the holder of such options the
        right
        to acquire restricted shares of common stock of Bovie and future transfer
        and/or
        sale of the shares so purchased may only be made in compliance with the
        Securities Act of 1933, as amended. 

      


      2.4
         Payment
        of Fees Ordinary Contractual Obligation of Bovie; No Trust:
        Bovie’s
        obligations to pay Royalty to Consultants shall be regarded as an ordinary
        contractual obligation of Bovie’s only, and Bovie shall not be deemed, expressly
        or by implication, to hold any part of its revenues or income derived on
        account
        of sale of Product derived from the Inventions as a trust for the benefit
        of
        Consultants.

      


      2.5 Transmission
        of Payments.
        Bovie
        agrees to transmit all payments due Consultants under this Agreement to Henvil
        or Steve Livneh, as directed by Henvil in writing .

      



      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      


      3.
         CONFIDENTIAL
        INFORMATION:

      


      3.1 Mutual
        Nondisclosure Agreement.
        Consultants
        and Bovie acknowledge that, by virtue of this Agreement, each will have access
        to confidential information belonging to the other. Accordingly, the parties
        agree to respect and fulfill at all times the terms and conditions of the
        Mutual
        Nondisclosure Agreement attached hereto as Exhibit E,
        which
        is incorporated herein by reference. 

      


      3.2 Inventions
        and Consultants’ Work Product Proprietary to Bovie Consultants
        acknowledge that upon execution of this Agreement, the Inventions and all
        designs, plans, drawings, standards, specifications, modifications, technical
        information, prototypes, test versions, and models associated with the
        Inventions as conceived or developed by Consultants (both before and after
        the
        execution of the agreement) and the work to be performed by Consultants for
        Bovie under this Agreement shall become the exclusive intellectual property
        of
        Bovie and shall be subject to the protections of applicable United States
        and
        international trademark trade secret, copyright and patent law. Consultants
        further acknowledge that all original works of authorship which are made
        by
        Consultants (solely or jointly with others) within the Scope of Work and
        during
        the Term of this Agreement which are protectable copyright law are “works made
        for hire,” as that term is defined in the United States Copyright Act, as
        amended. 

      


      3.3 Injunctive
        Relief: Consultants
        further acknowledge that unauthorized disclosure or use of Confidential
        Information or Trade Secrets or infringement of Bovie’s intellectual property
        rights in and to the Inventions or Products would result in great harm and
        injury to Bovie, which would not be readily compensable in money damages.
        Accordingly, Consultants agrees that, without waiving any additional rights
        and
        remedies otherwise available to Bovie at law, in equity, or by statute, Bovie
        shall be entitled to preliminary and permanent injunctive and other equitable
        relief, and waive bond or other security as a condition of such preliminary
        relief, in the event of Consultants’ breach or threatened breach of any covenant
        contained in this section 3.

      


      3.3.1 Bovie
        acknowledges that during the term of agreement, unauthorized disclosure or
        use
        of confidential information or Trade Secrets provided by Consultants or
        infringement of Consultants' intellectual property rights would result in
        great
        harm and injury to Consultants, which would not be readily compensable in
        money
        damages. Bovie further acknowledge that unauthorized disclosure or use of
        Confidential Information or Trade Secrets or infringement of Consultants
        intellectual property rights in and to Consultant’s inventions, would result in
        great harm and injury to Consultants, which would not be readily compensable
        in
        money damages. Accordingly, Bovie agrees that, without waiving any additional
        rights and remedies otherwise available to Consultants at law, in equity,
        or by
        statute, Consultants shall be entitled to preliminary and permanent injunctive
        and other equitable relief, and waive bond or other security as a condition
        of
        such preliminary relief, in the event of Bovie’s breach or threatened breach of
        any covenant contained in this section 3


      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      


      4.
        ASSIGNMENT
        OF INVENTIONS AND TECHNOLOGY:

      


      4.1
        Assignment
        of Work Product and Intellectual Property to Bovie. Consultants
        agrees to, and hereby does, without any additional consideration, irrevocably
        and unconditionally assign and transfer outright all their respective right,
        title and interest in and to (a) any and all materials and work product created
        or developed by Livneh in the course of performing services under this Agreement
        (“Work Product”); (b) any and all Inventions, improvements, modifications
        (whether or not the same be reduced to written or computer-readable form)
        derived from the Inventions, the Services performed or Work Product created
        by
        Consultants hereunder, including but not limited to designs, drawings,
        specifications and standards, improvements and modifications and pictorial
        or
        graphic representations of images, prototypes models and test versions; and
        (c)
        any and all copyrights, trademarks, patents and patent rights, and applications
        therefor, if any, and any and all other intellectual property and/or industrial
        property rights in and to any and all of the foregoing (collectively
        Intellectual Property”). 

      


      4.2  Disclosure
        of Work Product. Consultants
        agree to execute any instruments, applications, and documents, and to do
        all
        other things reasonably requested by Bovie at Bovie’s expense (both during and
        after Consultants’ engagement with Bovie) in order to vest more fully in Bovie
        all Intellectual Property and other ownership rights in those items transferred
        by Consultants to Bovie in Section 4.1 hereof. 

       

      4.3
         No
        License or Permit Granted. Subject
        to Section 5.3 and excluding territories outside North America, nothing herein
        shall be deemed to grant or give Consultants any express or implied license
        or
        right to use, disclose, practice or reduce to practice, or permit or sublicense
        any third party to use, disclose, practice or reduce to practice, all or
        any
        part of the Inventions, Confidential Information, Products or the Intellectual
        Property of Bovie, except strictly in accordance with the terms of this
        Agreement for the purposes expressly contemplated herein, all of such rights
        being hereby expressly reserved by Bovie.

      


      4.4
        Intellectual
        Property and Independent Business of Consultants.
        Nothing
        herein shall be deemed to grant Bovie an interest of any kind or license
        in any
        inventions or intellectual property of Consultants (other than the Intellectual
        Property or Work Product expressly assigned to Bovie in this Agreement).
        Bovie
        acknowledges that Consultants have been and will continue to be engaged in
        other
        business activities, including without limitation the business of developing
        other medical devices provided; however, such other activity does not materially
        impair or conflict with Consultants’ obligations hereunder. Nothing herein shall
        be deemed to prevent or limit the ability of Consultants to continue their
        independent business activities after the execution of this Agreement, so
        long
        as they do not use, disclose or infringe upon the Intellectual Property or
        Work
        Product expressly assigned to Bovie in this Agreement.

      



      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      


      5.
        CONSULTANTS’
        WARRANTIES AND REPRESENTATIONS: INDEMNITY AND HOLD HARMLESS: 

      


      5.1
        Warranty:
        Consultants warrant and represent that to the best of their knowledge and
        belief
        (a) the Work Product and Intellectual Property and any respective part(s)
        thereof does not and will not infringe any (i) U.S patent; or (ii) trade
        secret
        or other confidentiality, exclusivity, or proprietary rights of any third
        party.
        Consultants have received from Howard & Howard Attorneys the letter dated
        November 22, 2005 attached hereto as Exhibit F
        with
        respect to the Intellectual Property; and shall request such firm to permit
        Bovie to rely theron; (b) the Intellectual Property is free and clear of
        any and
        all third party security interests or encumbrances arising by some relationship
        with Consultant; (c) neither the execution of this Agreement nor the, grant
        of
        the rights granted to Bovie hereunder, violates any confidentiality,
        exclusivity, license or contractual right of any third party; and (d)
        Consultants shall perform the Services in a good and professional manner.
        Consultant does not warrant the truth, accuracy or validity of the opinion
        attached as Exhibit F.

      


      5.2
        Infringement  For
        a
        period of three and on-half years following the first payment of the Initial
        Royalty hereunder, (a) in the event Bovie receives notice from a third party
        of
        an infringement claim or threat thereof that is within the scope of Consultant’s
        representation made in Section 5.1(a), then Consultant shall, if requested
        by
        Bovie, exert their best efforts to replace Consultant’s Work Product (including
        design) with non-infringing Work Product, at Bovie’s reasonable cost and
        expense; and (b) Consultant’s monetary indemnity obligations to Bovie under this
        section shall be satisfied exclusively through offset, limited to 55%, of
        future
        amounts payable to Consultants under Section 2.1 of this Agreement. (c) In
        the
        event litigation is commenced against Bovie over an alleged infringement,
        a
        total of 55% of any future Royalty payment payable to Livneh hereunder shall
        be
        withheld by Bovie to be applied against legal fees incurred in such defense.
        If
        Bovie wins the litigation, it shall reimburse Livneh for any and all such
        Royalty amounts withheld. If Bovie determines to settle the litigation, the
        parties shall consult and mutually agree as to the extent, if any, Livneh
        shall
        be reimbursed. 

      


      5.3 Non-Compete,
        For as
        long as Livneh receives royalties hereunder, Consultants shall not compete
        directly or indirectly with Bovie by offering instrumentation that infringes
        the
        Patent and Intellectual Property acquired hereby in any market in which Bovie
        markets the Products. 

      


      5.4  Additional
        Covenants 

      


      5.4.1 
        Consultants further covenant and represent that, during the Term of this
        Agreement they shall exercise commercially reasonable efforts on a part-time
        basis to perform the tasks specified on Exhibit D attached
        hereto, which is incorporated herein by reference. 


      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      


      


      5.4.2 Bovie
        covenants and represents that it shall: (a) Undertake to complete applications
        maintenance and support for obtaining U.S. patents on Inventions including
        compliance with and payment of costs and fees associated therewith inclusive
        of
        applications for foreign Patents that Bovie deems appropriate; (b) obtain
        competitive samples of products pursuant to Consultants’ request; (c) provide
        final packaging and marketing materials, (d) assist Consultants in interfacing
        the Products to be developed with Bovie’s electrosurgical generators; (e)
        provide field testing, evaluations and validations for the Products; (f)
        provide
        all regulatory services for the products developed, inclusive of 510k
        registration and qualification; (g) provide warehousing of inventory and
        shall
        commence marketing and sales efforts within 15 days of delivery of product
        for
        commercial exploitation of the products developed from the Inventions and
        Intellectual Property acquired hereby; (h) reimburse all reasonable expenses
        incurred by Livneh for visitations with Bovie or at Bovie’s request to provide
        assistance as needed; (i) provide passes and reimbursed expenses to Livneh
        for
        his attending the following conventions in the first two years of the Agreement:
        AAOS, AORN, AAGL, ACS, SAGES and Medica in Dusseldorf, Germany.

      


      6. SURVIVAL:
        Consultants’ and Bovie’s obligations under Sections 3, 4 and 5 of this Agreement
        (as applicable) shall survive expiration or termination of this Agreement
        for
        any reason.

      


      7.
         TERM
        AND TERMINATION This
        Agreement shall commence upon its execution by each party hereto and shall
        continue for the life of the patents thereafter. 

      


      7.1 Either
        party shall have the right to terminate this Agreement by delivering to the
        other party a written notice of termination upon the occurrence of any of
        the
        following events:

       

      (a)
        Should a party breach any material obligation hereunder, then the non-breaching
        party shall give written notice in writing to the breaching party, calling
        the
        breaching party’s attention to such breach, and the breaching party shall have
        60 days to remedy the breach. If the breaching party fails to remedy the
        breach
        within said 60 days, then the non-breaching party may terminate this Agreement
        with immediate effect;

       

      (b)
        Should the other party suspend the payments of its debts, admit that it is
        unable to pay its debts as they become due or if bankruptcy or insolvency
        proceedings are filed by or against such other party and the same have not
        been
        dismissed within 60 days following such filing;

       

      (c)
        If a
        party makes a general assignment for the benefit of its creditors;

       

      7.2
         Consultants
        shall have a further right to terminate this Agreement on fifteen (15) days
        advance notice in writing, with a concomitant right in Bovie of fifteen (15)
        days to cure, in the event that:

       


      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      


      (a) Bovie
        sells or distributes any other product that competes with the Products;
        or

       

      (b) Bovie
        fails to pay Consultants the Royalty specified in Section 2.1 in any calendar
        year during the Term of Agreement, beginning with the 2007 calendar
        year.

       

      8.
          MISCELLANEOUS

       

      


      8.1 All
        currency compensation hereunder shall be in US dollars.

      


      8.2
         This
        Agreement shall be binding upon, and shall inure to the benefit of, each
        of the
        parties’ heirs, successors, successors in interest, permitted assigns, and legal
        representatives. Without the advance written consent of Bovie, which may
        be
        withheld in Bovie’s sole discretion, Consultants may not (a) subcontract or
        delegate their duties hereunder to, or (b) perform such duties by or through,
        any person or entity other than Steve Livneh or Henvil, or assign their rights
        hereunder to any other person or entity unless such entity is at least 50%
        owned
        and controlled by Steve Livneh. Upon assignment of this Agreement by Bovie,
        assignee shall become liable to Consultants for all obligations of Bovie
        hereunder, without relieving Bovie’s liability hereunder. In the event of any
        default by assignee under this Agreement, Consultants may, at their option,
        but
        without any obligation to do so, elect to treat such assignment as a direct
        Agreement with Consultants and pursue all available legal and equitable remedies
        directly against Bovie.

       

      8.3 
        This
        Agreement shall be deemed to have been made within, and the rights and remedies
        of the parties shall be determined in accordance with the laws of, the State
        of
        New York, regardless of where actually executed by any party, and without
        regard
        to the choice of and conflict of laws principles of New York or the place
        or
        places of execution. The parties hereby designate the Courts of New York
        as the
        sole and exclusive forum for resolution of any disputes arising under this
        Agreement and claims for breach thereof, and further, each of the parties
        hereby
        expressly consents to that forum, and to the exercise of personal and subject
        matter jurisdiction by such Court, waiving affirmatively any objection
        thereto.

       

      8.4 
        This
        Agreement may be executed in counterpart originals, all of which together
        shall
        constitute a single agreement. This Agreement may be executed by any party
        in
        the form of a facsimile signature and, for purposes hereof, each such facsimile
        signature shall be deemed to be an original signature, binding such party
        to the
        terms and provisions of this Agreement.

       

      8.5 Any
        notice or other communication required or permitted under this Agreement
        shall
        be given in writing, and delivered via hand, electronic mail, facsimile,
        overnight courier service, or registered or certified mail, return receipt.
        Any
        such notice shall be effective against the party to whom it is addressed
        upon
        delivery as follows:


      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      


      


      
        	
                If
                  to Bovie:

              	
                Name:
                   

              	
                Bovie
                  Medical Corp.

              
	 	
                Attention:

              	
                Moshe
                  Citronowicz

              
	 	
                Address:

              	
                7100
                  30th
                  Avenue North

                St.
                  Petersburg, FL 33710

              
	 	
                Fax:

              	
                (727)
                  347-9144

              
	 	 	 
	
                If
                  to Consultants:

              	
                Name:
                   

              	
                Henvil
                  Corp.

              
	 	
                Attention:

              	
                Steve
                  Livneh

              
	 	
                Address:

              	
                440
                  Dalihousie St.

                Amhertsburg,
                  Ontario

                Canada
                  N9VIX3

              
	 	
                Fax:

              	
                (519)
                  736-5779

              


      

       

      Each
        party hereto shall promptly notify in writing, the other parties of any change
        in the foregoing contact information.

      


      8.6
        This
        Agreement and attached Exhibits A,
        B,
        C,
        D,
        E,
        and
F
        which
        are incorporated herein by reference, constitute
        the entire agreement between and among the parties as to the subject matter
        hereof. It sets forth all of the covenants, promises, agreements, conditions,
        and understandings between and among the parties, and there are no other
        representations, statements, warranties, covenants, promises, agreements,
        conditions, and understandings, express or implied, oral or written, relating
        to
        the subject matter of this Agreement. This Agreement may not be changed or
        modified or amended, in whole or in part, except in writing executed by the
        parties hereto.

      


      8.7 In
        this
        Agreement "Force Majeure" means delays caused by war or insurrection, flood,
        earthquake, major explosion, fire or other casualty, major weather differences
        from the normal weather conditions for the area in which the Premises are
        located, or acts of God, labour disputes, terrorist attacks, refusal or failure
        of governmental authorities to grant necessary approvals and permits or
        subsequent withdrawal of such approval or permits by the appropriate
        authorities, but in no event shall the lack of funds qualify as Force
        Majeure.

      


      8.8 (a) Despite
        anything to the contrary contained herein, but subject to Section 8.8(b),
        if
        either party is bona fide delayed or hindered in or prevented from performing
        any term, covenant or act required to be performed under this Agreement by
        reason of an act of Force Majeure, then the performance of such term, covenant
        or act shall be excused for the period of the delay. Upon the reason for
        the
        delay being rectified, the party so delayed shall thereafter perform such
        term,
        covenant or act within the appropriate period after the expiration of the
        period
        of such delay.

      


      (b) Nothing
        in Section 8.8(a) excuses:

      
        	
                
                

              	
                (i)

              	
                a
                  delay caused by lack of funds or other financial circumstances
                  of any
                  party;

              


      


      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      


      


      
        	
                
                

              	
                (ii)

              	
                a
                  delay primarily the fault of the party alleging that it has been
                  hindered
                  or delayed; or

              


      

      


      (iii) Bovie
        from paying Royalties or fees when due and payable. 

      


      8.9
         Any
        failure by one party to insist on strict and timely performance of the
        obligations of the other parties on one or more occasions shall not constitute
        a
        waiver of such party’s right to strict and timely performance on any other
        occasion.

      


      8.10
         The
        headings and subheadings used in this agreement are for convenience only,
        are
        not intended to describe, construe or interpret this Agreement, and do not
        constitute substantive provisions, or create or modify any rights or obligations
        created by the substantive provisions of this Agreement.

      


      8.11
         If
        any
        provision or part of this Agreement shall be found to violate any law or
        otherwise be found to be legally defective, void or unenforceable, such
        provision or part shall be severed, without affecting the binding effect
        and
        enforceability of any other provisions, which remaining provisions shall
        remain
        fully binding and enforceable according to their terms.

      


      8.12
         Whenever
        the context so requires, the singular shall include the plural and the plural
        shall include the singular, and the gender of any pronoun shall include the
        other gender or neuter. 

      


      [The
        signatures of the parties appear on the next succeeding page.]


      
        
          
          

        

        
          -12-

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the
        parties set their hands and seals hereto, as of the date first
        written.

      


      
        	
                BOVIE
                  MEDICAL CORPORATION

              	
                HENVIL
                  CORP. 

              
	
                By:      

              	
                By:
                      

              
	
                Moshe
                  Citronowicz, Vice President 

              	
                Steve
                  Livneh, CEO

              
	 	 
	 	
                Steve
                  Livneh, Individually

              


      

      



      
        
          
          

        

        
          -13-

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

      


      The
        description of the instruments is below:

      


      Arthroscopic
        instruments covered by the said agreement:

      


      MF
        (Modular Forceps) description-Arthroscopy

      


      The
        MF
        family of Arthroscopic hand instruments consists of a reusable, ergonomically
        superior handle and disposable and reusable, cleanable cable/tube/tip assembly
        (tip).

      


      The
        modular feature allows using the same handle with a variety of tip styles,
        i.e.
        blunt nose, scooped nose, predator, duckbill, shovelhead styles. Loading
        and
        ejecting tips is easy and safe.

      


      The
        tips
        may be cleaned via a flushing port and in some cases even
        re-sharpened.

      


      The
        advantages in the MF concept are:

      


      Reduced
        cost and simplified inventory to the end user.

      


      A
        flushing port that will allow inside flushing.

      


      Much
        improved ergonomics to the surgeon, resulting in less fatigue and easy
        adaptation of the MF.

      


      The
        MF
        handle and the elements of the tips are the subject of US Patent Application
        No.
        60/717074.

      


      The
        MF
        Arthroscopic tip styles to be developed and manufactured under this agreement
        are:

      


      3.4
        mm
        blunt punch

      2.7
        mm
        blunt punch

      3.4
        mm
        scoop punch

      2.7
        mm
        scoop punch

      3.4
        mm
        grasper

      3.4
        mm
        scissors

      


      



      
        
          
          

        

        
          -14-

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B

      


      Lap-Choly
        MF (Modular Forceps) description

      


      The
        MF
        family of Lap-Choly (LC) hand instruments consists of a reusable, ergonomically
        superior, insulated handle and disposable, and reusable, cleanable
        cable/tube/tip assembly (tip).

      


      The
        modular feature allows using the same handle with a variety of tip styles,
        i.e.
        scissors, graspers, dissectors, needle holders and other styles. Loading
        and
        ejecting the tip is easy and safe.

      


      The
        tips
        may be cleaned via a flushing port and in some cases re-sharpened.

      


      The
        advantages in the MF concept are:

      


      Reduced
        cost and simplified inventory to the end user.

      


      A
        flushing port that will allow inside flushing.

      


      Much
        improved ergonomics to the surgeon, resulting in less fatigue and easy
        adaptation of the MF. The handles insulated while still providing metal handle
        grips and available ratchet-an industry first.

      


      The
        MF
        handle and the elements of the tips are the subject of US Patent Application
        No.
        60/717074

      


      The
        MF
        lap-choly tip styles to be developed and manufactured under this agreement
        are:

      


      5
        mm
        curved scissors.

      5
        mm
        Maryland dissector

      5
        mm
        Allis grasper

      5
        mm
        Predator style grasper

      5
        mm
        Atraumatic grasper

      5
        mm
        Needle holder

      


      



      
        
          
          

        

        
          -15-

          
            

          

        

        
          
          

        

      


      EXHIBIT
        C

      


      
        	
                BOVIE-MF
                  PROJECT

              
	
                PRELIMINARY
                  EQUIPMENT LIST

              
	
                11-08-2005

              


      

      


      


      
        	
                ITEM#

              	
                DESCRIPTION

              	
                QUANT.
                  

              	
                COMMENTS

              
	 	 	 	 


      

       

      
        	
                MACHINES:

              	 	 
	
                1.

              	
                20
                  MM Multi-Axis, Double Spindle, Powered tools 

                SWISS
                  LATHE.

              	
                1

              	
                New

              
	 	 	 	 
	
                2.

              	
                16
                  MM multi-axis, double spindle, powered tools 

                SWISS
                  LATHE

              	
                1

              	
                New

              
	
                 

              	 	 	 
	
                3.

              	
                HIGH
                  SPEED VMC, INCL. REAL TIME 4TH
                  AXIS INCLUDING TOOLING

              	
                1

              	
                NEW

              
	 	 	 	 
	 	 	 	 
	
                4.

              	
                TOOLS
                  ROOM CNC MILL INCLUDING TOOLING 

              	
                1

              	
                NEW/USED

              
	 	 	 	 
	
                5.

              	
                TOOL
                  ROOM LATHE

              	
                1

              	
                NEW/USED

              
	 	 	 	 
	
                6.

              	
                CENTERLESS
                  GRINDER

              	
                1

              	
                NEW/USED

              
	 	 	 	 
	
                7.

              	
                SURFACE
                  GRINDER, SEMI-AUTOMATIC

              	
                1
                  

              	
                NEW/USED

              
	 	 	 	 
	
                8.

              	
                WIRE
                  EDM SUBMERSIBLE 

              	
                1

              	
                USED

              
	 	 	 	 
	
                9.

              	
                LASER
                  WELDER, MANUAL, PLUS ROTARY/LINEAR 

                FIXTURES

              	
                1

              	
                NEW

              
	 	 	 	 
	
                10.

              	
                DRILL
                  PRESS

              	
                1

              	
                NEW

              
	 	 	 	 
	
                11.

              	
                MANUAL
                  MILL (I.E. BRIDGPORT)

              	
                1

              	
                NEW/USED

              
	 	 	 	 
	
                Q.C.
                  EQUIPMENT:

              	 	 
	
                1.

              	
                COMPARATOR
                  WITH FIXTURES

              	
                2

              	
                NEW/USED

              
	 	 	 	 
	
                2.

              	
                MICROSCOPE
                  W/VIDEO CAMERA

              	
                1

              	
                NEW/USED

              
	 	 	 	 
	
                3.

              	
                GRANITE
                  SURFACE PLATE + STAND

              	
                1

              	
                NEW/USED

              
	 	 	 	 
	
                4.

              	
                GAUGE
                  PINS AND BLOCKS

              	
                2

              	
                NEW

              
	 	 	 	 
	
                5.

              	
                HEIGHT
                  GAUGE

              	
                1

              	
                NEW

              
	 	 	 	 
	 	 	 	 
	 	 	 	 


      

      



      
        
          
          

        

        
          -16-

          
            

          

        

        
          
          

        

      


      


      
        	
                MISCELANEOUS:

              	 	 
	 	 	 	 
	
                1.

              	
                BUFFING
                  MACHINE

              	
                2

              	
                NEW/USED

              
	 	 	 	 
	
                2.

              	
                TIG/MIG
                  WELDER

              	
                1

              	
                NEW

              
	 	 	 	 
	
                3.

              	
                ULTRASONIC
                  CLEANER

              	
                1

              	
                NEW/USED

              
	 	 	 	 
	
                4.

              	
                SAND
                  BLASTER

              	
                1

              	
                NEW

              
	 	 	 	 
	
                5.

              	
                AIR
                  COMPRESSOR 15-25 HP

              	
                1

              	
                NEW

              
	 	 	 	 
	
                6.

              	
                CITRIC
                  ACID PASSIVATION STATION

              	
                1

              	
                NEW

              
	 	 	 	 
	
                7.

              	
                ELECTROPOLISH
                  STATION

              	
                1

              	
                NEW

              


      

      


      NOTE: 

      


      SOME
        ALTERATION AND CHANGES MAY OCCUR, BASED ON EQUIPMENT AVAILAILABITY AT THE
        TIME
        OF PURCHASE/LEASE.

      


      EXHIBIT
        D: 


      
        
          
          

        

        
          -17-

          
            

          

        

        
          
          

        

      


      
      

      


      SCOPE
        OF WORK:

      
        	
                Consultants
                  Shall:

              	
                Time
                  Frame:

              
	
                 

                (a)
                  Complete designs of initial offerings of Arthroscopic and Lap-Choly
                  instruments and each respective set of instrumentation is referred
                  to
                  herein as a family of products. 

              	
                 

                8
                  weeks per family of instruments

              
	
                 

                (b)
                  Complete Pre-production protoyping for all first generation
                  products;

              	
                 

                within
                  3 months after installation of necessary equipment 

              
	
                 

                (c)
                  Advise and assist Bovie in connection with patent maintenance and
                  expansion(s) of patents and patent applications.

              	
                 

                __

              
	
                 

                (d)
                  Provide assistance in testing and evaluations to be made of all
                  Products
                  derived from the Inventions;

              	
                 

                __

              
	
                 

                (e)
                  Prepare and provide Quality Control specs and procedures; 

              	
                 

                Within
                  4 weeks of delivery of drawings for each family of
                  instruments

              
	
                 

                (f)
                  Prepare and provide manufacturing drawings, process sheets and
                  specs
                  relating to the Inventions; 

              	
                 

                within
                  8 weeks after delivery of drawings for each family of
                  instrument

              
	
                 

                (g)
                  Prepare and provide all documentation reasonably requested as per
                  Bovie’s
                  QSR, including design history file and risk analysis documentation,
                  and
                  operating manual.

              	
                 

                To
                  be in place prior to launch of each family of instruments, to take
                  place
                  within 16 weeks after the applicable equipment is in place for
                  the
                  1st
                  family of instruments;

              
	
                 

                (h)
                  Provide assistance and training to Bovie’s assembly team, under separate
                  agreement to be mutually agreed, if and when needed;

              	
                 

                __

              
	
                 

                (i)
                  Assist in packaging design and sourcing for Bovie’s Marketing
                  Program;

              	
                 

                __

              
	
                 

                (j)
                  Design and manufacture assembly fixtures, tools and accessories
                  in Henvil
                  Facility under separate, written agreement to be mutually agreed,
                  which
                  shall provide Consultants with a right of first refusal to manufacture
                  Products derived from the Inventions for a price equal to the average
                  price quoted by three competing manufacturers;

              	
                 

                 

                 

                __

              
	
                 

                (k)
                  Provide technical assistance to Bovie in all relevant areas including
                  field testing;

              	
                 

                __

              
	
                 

                (l)
                  Provide Steve Livneh, to the extent he is available, for participation
                  in
                  engineering and marketing meetings and discussion pertaining to
                  the
                  Inventions and Products; and

              	
                 

                __

              
	
                 

                (m)
                  Give first priority to manufacturing of Bovie electrodes components
                  (arthroscopic ablation electrodes) at reduced prices (Parties acknowledge
                  that final prices are to be determined pending final design, quantities
                  and equipment availability). 

              	
                 

                 

                __

              


      

      



      
        
          
          

        

        
          -18-

          
            

          

        

        
          
          

        

      


      EXHIBIT
        E:

      


      MUTUAL
        NON-DISCLOSURE AGREEMENT

      


      This
        Mutual Non-Disclosure Agreement (“Agreement”)
        dated
        December__, 2005, is entered into by and between Henvil
        Corp., an
        Ontario Canada corporation
        (“Henvil”),
        and
Steve
        Livneh,
        its
        sole shareholder and principal, (collectively “Consultants”)
        as
        parties of the first part,
        and
Bovie
        Medical Corporation,
        organized and existing under the laws of the State of Delaware (“Bovie”),
        as
        party of the second part.

       

      1.  Definitions.  

       

      1.1  Disclosing
        Party and Receiving Party.
        As used
        in this Agreement, the party disclosing Confidential Information (as defined
        below) is referred to as the “Disclosing
        Party”;
        the
        party receiving such Confidential Information is referred to as the “Receiving
        Party”.
        Each of
        the Consultants and Bovie may be both a Disclosing Party and Receiving Party
        depending upon the declaration of disclosure of Confidential Information.
        

       

      1.2  Confidential
        Information.
        As used
        in this Agreement, the term “Confidential
        Information”
        shall
        mean all information about either party’s business, business plans, customers,
        strategies, trade secrets, operations, records, finances, assets, technology,
        data and information that reveals the processes, methodologies, technology
        or
        know how by which either party’s existing or future products, services,
        applications and methods of operation are developed, conducted or operated
        and
        other confidential or proprietary information designated as such in writing
        by
        the Disclosing Party, whether by letter or by the use of an appropriate
        proprietary stamp or legend, prior to or at the time any such trade secret
        or
        confidential or proprietary information is disclosed by the Disclosing Party
        to
        the Receiving Party or is orally or visually disclosed to the Receiving Party
        by
        the Disclosing Party. Information which is orally or visually disclosed to
        the
        Receiving Party by the Disclosing Party, or is disclosed in writing without
        an
        appropriate letter, proprietary stamp or legend, shall constitute Confidential
        Information if (i) it would be apparent to a reasonable person, familiar
        with
        the Disclosing Party’s business and the industry in which it operates, that such
        information is of a confidential or proprietary nature the maintenance of
        which
        is important to the Disclosing Party or if (ii) the Disclosing Party, within
        thirty (30) days after such disclosure, delivers to the Receiving Party a
        written document or documents describing such information and referencing
        the
        place and date of such oral, visual or written disclosure and the names of
        the
        employees or officers of the Receiving Party to whom such disclosure was
        made.

       

      2.  Disclosure
        of Confidential Information.
        The
        Receiving Party shall hold in confidence, and shall not disclose (or permit
        or
        suffer its personnel to disclose) to any person
        outside its organization, any Confidential Information. The Receiving Party
        and
        its personnel shall use such Confidential Information only for the purpose
        for
        which it was disclosed and shall not use or exploit such Confidential
        Information for its own benefit or the benefit of another without the prior
        written consent of the Disclosing Party. Without limitation of the foregoing,
        the Receiving Party shall disclose Confidential Information only to persons
        within its organization who have a need to know such Confidential Information
        in
        the course of the performance of their duties and who are bound by a written
        agreement possessing terms at least as restrictive as this agreement,
        enforceable by the Disclosing Party, to protect the confidentiality of such
        Confidential Information. The Receiving Party shall adopt and maintain programs
        and procedures that are reasonably calculated to protect the confidentiality
        of
        Confidential Information and shall be responsible to the Disclosing Party
        for
        any disclosure or misuse of Confidential Information, which results from
        a
        failure to comply with this provision. The Receiving Party shall be fully
        responsible for any breach of this Agreement by its agents, representatives
        and
        employees. The Receiving Party will promptly report to the Disclosing Party
        any
        actual or suspected violation of the terms of this Agreement and will take
        all
        reasonable further steps requested by the Disclosing Party to prevent, control
        or remedy any such violation. 

       

      3.  Limitation
        on Obligations.
        The
        obligations of the Receiving Party specified in Section 2 above shall not
        apply,
        and the Receiving Party shall have no further obligations, with respect to
        any
        Confidential Information to the extent Receiving Party can demonstrate, by
        clear
        and convincing evidence, that such Confidential Information: (a) was generally
        known to the public at the time of disclosure or has become generally known
        through no breach of an agreement with or a duty owed to the Disclosing Party;
        (b) was in the Receiving Party’s possession at the time of disclosure other than
        as a result of Receiving Party’s breach of any legal obligation; (c) becomes
        known to the Receiving Party through disclosure by sources other than the
        Disclosing Party having the legal right to disclose such Confidential
        Information; or (d) is independently developed by the Receiving Party without
        reference to or reliance upon the Confidential Information. In the event
        of a
        disputed disclosure, the Receiving Party shall bear the burden of proof of
        demonstrating that the information falls under one of the above exceptions.
        Receiving Party may disclose Confidential Information if and to the extent
        required by applicable laws, governmental or regulatory regulations, or proper
        legal or governmental authority; provided that the Receiving Party provides
        prior written notice of such disclosure to the Disclosing Party and Receiving
        Party takes reasonable and lawful actions to avoid and/or minimize the extent
        of
        such disclosure. 

       

      4.  Return
        of Documents.
        The
        Receiving Party shall, upon the termination or expiration of this Agreement
        or
        the written request of the Disclosing Party, return to the Disclosing Party
        all
        drawings, documents, and other tangible manifestations of Confidential
        Information received by the Receiving Party pursuant to this Agreement (and
        all
        copies and reproductions thereof). 

       

      5.  Term
        and Termination.
        Each
        Party has a right to terminate this Agreement upon written notice to the
        other
        Party. Nowithstanding any such termination, the provisions of this Agreement
        shall survive with respect to the parties’ obligations concerning
        confidentiality of the respective item of the Confidential Information until
        the
        earlier of: (i) the expiration of the Disclosing Party’s ownership rights in
        this respective item of Confidential Information; (ii) the occurrence of
        any of
        the events set forth in (a) through (d) of paragraph 3, or (iii) a period
        of
        five (5) years from the effective date of this Agreement. 

       

      6.  Miscellaneous.
        This
        Agreement (a) supersedes all prior agreements, written or oral, Bovie and
        Consultants relating to the subject matter of this Agreement, (b) may not
        be
        modified, amended or discharged, in whole or in part, except by an agreement
        in
        writing signed by the parties hereto, (c) will be binding upon and inure
        to the
        benefit of the parties hereto and their respective heirs, successors and
        assigns, and (d) shall be construed and interpreted in accordance with the
        laws
        of the State of New York. The provisions of this Agreement are necessary
        for the
        protection of the business and goodwill of the Disclosing Party and are
        considered by the Receiving Party to be reasonable for such purpose. The
        Receiving Party agrees that any breach of this Agreement will cause the
        Disclosing Party substantial and irreparable damages and, therefore, in the
        event of any such breach, in addition to other remedies that may be available,
        the Disclosing Party shall have the right to seek specific performance and
        other
        injunctive and equitable relief. 

       

      IN
        WITNESS WHEREOF, the
        parties set their hands and seals hereto, on the date first
        written.

      
        	
                BOVIE
                  MEDICAL CORPORATION

              	
                HENVIL
                  CORP. 

              
	
                By:      

              	
                By:
                      

              
	
                Moshe
                  Citronowicz, Vice President 

              	
                Steve
                  Livneh, CEO

              
	 	 
	 	
                Steve
                  Livneh, Individually

              


      

      


      


      EXHIBIT
        F:

      


      Letter
        regarding Intellectual Property from Howard & Howard Attorneys dated
        November 22, 2005