DESIGN
PATENT TRANSFER AND SALE AGREEMENT 


 


THIS
AGREEMENT (hereinafter: "the Agreement") made this 9the day of March 2012, between Triumph Ventures Corporation from
113 Barksdale Professional Center, Newark, Delaware, County of New Castle, Zip Code 19711 (hereinafter: “the Buyer”)
and Mr. Douglas Sherman from 391 Ogara Street, Medford Oregon 97501  (hereinafter: "Seller”).


 


WITNESSETH:


 


 WHEREAS, the SELLER desires to sell and transfer the Design Patent to the Buyer, and the buyer desires to buy and acquire the
Design Patent.


 


 NOW, THEREFORE, in consideration of the receipt of the payments specified hereunder, the parties, intending to be legally bound,
hereby agree as follows:


 


1. 
DEFINITIONS AND INTERPRETATION


 


1.1.           
"The Design Patent": United States Design Patent: 502687 titled "Protective Combination Plate and removable
cover with lower cord access for receptacle and electrical plugs connected thereto" (the "Design Patent").


 


2. 
CONVEYANCE OF RIGHTS (ASSIGNMENT)


 


2.1.           
SELLER hereby transfers, assigns, and relinquishes exclusively to the Buyer all of its rights, title, and interest in and to,
the Design Patent, free and clear of any lien, claim, license, in perpetuity.


 


3. 
CONSIDERATION


 


3.1             
In consideration for the transfer of rights in the Design Patent under this Agreement, Buyer shall pay SELLER US$ 8,000 (seven
thousand United States Dollars) (hereinafter: "the Consideration”).


 


3.2             
The Consideration will be transferred to the Seller and the execution of this agreement shall be completed as upon the receipt
of funds by the seller


 


4. 
WARRANTIES OF TITLE


 



4.1      
SELLER’s Representations and obligations.


 


SELLER
represents and warrants that the execution, delivery and performance of this Agreement does not and will not constitute a breach
of any law, agreement or instrument to which SELLER is a party or by which it is bound.


 


4.2      
SELLER's Representations.


 


Seller
represents and warrants that the Buyer shall receive pursuant to this Agreement complete and exclusive right, title, and interest
in and to the Design Patent and all Intellectual Property Rights therein and that the Seller is the sole owner of the Design Patent
in its entirely and that the Design Patent is free and clear of any lien, claim, encumbrance, charge, license, or other rights
of any third party.


 


SELLER
represents and warrants that there are no agreements or arrangements in effect permitting the use, marketing, distribution, licensing,
or promotion of the Design Patent by any third party. 


 


5.
MISCELLANEOUS


 


The
parties agree that each provision herein shall be treated as a separate and independent clause, and the unenforceability of any
one clause shall in no way impair the enforceability of any of the other clause herein. 


		a.	This
                                                                                                                                                 Agreement
                                                                                                                                                 and
                                                                                                                                                 all
                                                                                                                                                 aspects
                                                                                                                                                 of
                                                                                                                                                 the
                                                                                                                                                 relationship
                                                                                                                                                 between
                                                                                                                                                 the
                                                                                                                                                 parties
                                                                                                                                                 hereto
                                                                                                                                                 shall
                                                                                                                                                 be
                                                                                                                                                 construed
                                                                                                                                                 and
                                                                                                                                                 enforced
                                                                                                                                                 in
                                                                                                                                                 accordance
                                                                                                                                                 with
                                                                                                                                                 and
                                                                                                                                                 governed
                                                                                                                                                 by
                                                                                                                                                 the
                                                                                                                                                 laws
                                                                                                                                                 of
                                                                                                                                                 the
                                                                                                                                                 State
                                                                                                                                                 of
                                                                                                                                                 ISRAEL.
                                                                                                                                                 It
                                                                                                                                                 is
                                                                                                                                                 hereby
                                                                                                                                                 agreed
                                                                                                                                                 between
                                                                                                                                                 the
                                                                                                                                                 parties
                                                                                                                                                 to
                                                                                                                                                 this
                                                                                                                                                 Agreement
                                                                                                                                                 that
                                                                                                                                                 all
                                                                                                                                                 disputes
                                                                                                                                                 arising
                                                                                                                                                 from
                                                                                                                                                 the
                                                                                                                                                 terms
                                                                                                                                                 and/or
                                                                                                                                                 subject
                                                                                                                                                 matter
                                                                                                                                                 of
                                                                                                                                                 this
                                                                                                                                                 Agreement
                                                                                                                                                 shall
                                                                                                                                                 be
                                                                                                                                                 submitted
                                                                                                                                                 to
                                                                                                                                                 the
                                                                                                                                                 jurisdiction
                                                                                                                                                 of
                                                                                                                                                 the
                                                                                                                                                 appropriate
                                                                                                                                                 courts
                                                                                                                                                 of
                                                                                                                                                 Tel
                                                                                                                                                 Aviv,
                                                                                                                                                 Israel.



		b.	All
                                                                                                                                                 notices
                                                                                                                                                 provided
                                                                                                                                                 for
                                                                                                                                                 in
                                                                                                                                                 this
                                                                                                                                                 Agreement
                                                                                                                                                 shall
                                                                                                                                                 be
                                                                                                                                                 given
                                                                                                                                                 in
                                                                                                                                                 writing
                                                                                                                                                 and
                                                                                                                                                 shall
                                                                                                                                                 be
                                                                                                                                                 effective
                                                                                                                                                 when
                                                                                                                                                 either
                                                                                                                                                 served
                                                                                                                                                 by
                                                                                                                                                 hand
                                                                                                                                                 delivery,
                                                                                                                                                 electronic
                                                                                                                                                 facsimile
                                                                                                                                                 transmission,
                                                                                                                                                 express
                                                                                                                                                 overnight
                                                                                                                                                 courier
                                                                                                                                                 service,
                                                                                                                                                 or
                                                                                                                                                 by
                                                                                                                                                 registered
                                                                                                                                                 or
                                                                                                                                                 certified
                                                                                                                                                 mail,
                                                                                                                                                 return
                                                                                                                                                 receipt
                                                                                                                                                 requested,
                                                                                                                                                 addressed
                                                                                                                                                 to
                                                                                                                                                 the
                                                                                                                                                 parties
                                                                                                                                                 at
                                                                                                                                                 their
                                                                                                                                                 respective
                                                                                                                                                 addresses
                                                                                                                                                 set
                                                                                                                                                 forth
                                                                                                                                                 below,
                                                                                                                                                 or
                                                                                                                                                 to
                                                                                                                                                 such
                                                                                                                                                 other
                                                                                                                                                 address
                                                                                                                                                 or
                                                                                                                                                 addresses
                                                                                                                                                 as
                                                                                                                                                 either
                                                                                                                                                 party
                                                                                                                                                 may
                                                                                                                                                 later
                                                                                                                                                 specify
                                                                                                                                                 by
                                                                                                                                                 written
                                                                                                                                                 notice
                                                                                                                                                 to
                                                                                                                                                 the
                                                                                                                                                 other:



 


If
to SELLER: 


391
Ogara Street


Medford


Oregon
97501 


USA               


 


If
to Buyer


113
Barksdale Professional Center,


Newark,
Delaware, County of New Castle, 19711


USA


 


		c.	No
                                                                                                                                                                                                               delay
                                                                                                                                                                                                               or
                                                                                                                                                                                                               omission
                                                                                                                                                                                                               by
                                                                                                                                                                                                               the
                                                                                                                                                                                                               parties
                                                                                                                                                                                                               in
                                                                                                                                                                                                               exercising
                                                                                                                                                                                                               any
                                                                                                                                                                                                               right
                                                                                                                                                                                                               under
                                                                                                                                                                                                               this
                                                                                                                                                                                                               Agreement
                                                                                                                                                                                                               shall
                                                                                                                                                                                                               operate
                                                                                                                                                                                                               as
                                                                                                                                                                                                               a
                                                                                                                                                                                                               waiver
                                                                                                                                                                                                               of
                                                                                                                                                                                                               that
                                                                                                                                                                                                               or
                                                                                                                                                                                                               any
                                                                                                                                                                                                               right. 
                                                                                                                                                                                                               A
                                                                                                                                                                                                               waiver
                                                                                                                                                                                                               or consent given by the parties or any one occasion shall be effective only in that instance and shall not be construed as a
                                                                                                                                                                                                               bar or waiver of any right on any other occasion.



 





		d.	The
                                                                                                                                                 captions
                                                                                                                                                 of
                                                                                                                                                 the
                                                                                                                                                 sections
                                                                                                                                                 of
                                                                                                                                                 this
                                                                                                                                                 Agreement
                                                                                                                                                 are
                                                                                                                                                 for
                                                                                                                                                 convenience
                                                                                                                                                 of
                                                                                                                                                 reference
                                                                                                                                                 only
                                                                                                                                                 and
                                                                                                                                                 in
                                                                                                                                                 no
                                                                                                                                                 way
                                                                                                                                                 define,
                                                                                                                                                 limit
                                                                                                                                                 or
                                                                                                                                                 affect
                                                                                                                                                 the
                                                                                                                                                 scope
                                                                                                                                                 of
                                                                                                                                                 any
                                                                                                                                                 section
                                                                                                                                                 of
                                                                                                                                                 this
                                                                                                                                                 Agreement.



 


		e.	This
                                                                                                                                                 Agreement
                                                                                                                                                 may
                                                                                                                                                 be
                                                                                                                                                 executed
                                                                                                                                                 in
                                                                                                                                                 one
                                                                                                                                                 or
                                                                                                                                                 more
                                                                                                                                                 counterparts,
                                                                                                                                                 each
                                                                                                                                                 of
                                                                                                                                                 which
                                                                                                                                                 shall
                                                                                                                                                 be
                                                                                                                                                 deemed
                                                                                                                                                 to
                                                                                                                                                 be
                                                                                                                                                 an
                                                                                                                                                 original,
                                                                                                                                                 but
                                                                                                                                                 all
                                                                                                                                                 of
                                                                                                                                                 which
                                                                                                                                                 together
                                                                                                                                                 shall
                                                                                                                                                 constitute
                                                                                                                                                 one
                                                                                                                                                 and
                                                                                                                                                 the
                                                                                                                                                 same
                                                                                                                                                 instrument.



 


		f.	This
                                                                                                                                                 Agreement
                                                                                                                                                 merges
                                                                                                                                                 and
                                                                                                                                                 supersedes
                                                                                                                                                 all
                                                                                                                                                 prior
                                                                                                                                                 and
                                                                                                                                                 contemporaneous
                                                                                                                                                 agreements,
                                                                                                                                                 assurances,
                                                                                                                                                 representations,
                                                                                                                                                 and
                                                                                                                                                 communications
                                                                                                                                                 between
                                                                                                                                                 the
                                                                                                                                                 parties
                                                                                                                                                 hereto.



 


	By
(Signature):

        _____________________

        /S/
        JULIUS KLEIN

        Name:
        Buyer

         

        Title:
CEO / DIRECTOR  

        OF
        TRIUMPH VENTURES CORP   
	 By
(Signature):

        _____________________

        /S/DOUGLAS  SHERMAN                   

        Name:  
        Seller

         

        

        Title:
OWNER OF PATENT