Exhibit 10.5


 





TECHNOLOGY ASSIGNMENT AGREEMENT 


 


This Technology Assignment
Agreement (the "Agreement") is effective as of January 22, 2007, between Full Spectrum Inc., a Delaware
corporation (the "Company"), and Purchaser, an individual ("Developer").


 


		1.	Assignment



 


Developer
hereby assigns to the Company exclusively throughout the world all right, title and interest (choate or inchoate) in (i) all work
developed or produced in connection with the development of the Company’s
business (the "Technology") (ii) all precursors, portions and work in progress with respect thereto and
all inventions, works of authorship, mask works, technology, information, know-how, materials and tools relating thereto or to
the development, support or maintenance thereof, and (iii) all copyrights, patent rights, trade secret rights, trademark rights,
mask works rights and all other intellectual and industrial property rights and all business, contract rights, causes of action,
and goodwill in, incorporated or embodied in, used to develop, or related to any of the foregoing. Developer agrees the above transfer
of Technology includes the agreement by Developer to transfer to the Company all of Developer’s
right, title and interest to any Technology which is developed after January 22, 2007 and Developer expressly acknowledges and
agrees (1) that the Company shall have the same rights to such Tecnology as if such Technology was existing and transferred as
of January 22, 2007 and (2) that Developer shall have no rights to such Technology except to the extent such rights are expressly
provided for herein. 


 


		2.	Consideration



 


In exchange for the
assignment of the Technology by the Developer pursuant to this Agreement, the Company will issue to Developer shares of common
stock of the Company pursuant to the provisions of a Founders Stock Purchase Agreement of even date herewith between the Company
and Developer. The Company's willingness to sell to the Developer shares of common stock at founder's prices shall be the only
consideration required of the Company with respect to the subject matter of this Agreement.


 


		3.	Further Assurances;
                                         Moral Rights; Competition; Marketing



 


3.1     Developer agrees
to assist the Company in every legal way to evidence, record and perfect the Section 1 assignment and to apply for and obtain recordation
of and from time to time enforce, maintain, and defend the assigned rights. If the Company is unable for any reason whatsoever
to secure the Developer's signature to any document it is entitled to under this Section 3.1, Developer hereby irrevocably designates
and appoints the Company and its duly authorized officers and agents, as his agents and attorneys-in-fact with full power of substitution
to act for and on his behalf and instead of Developer, to execute and file any such document or documents and to do all other lawfully
permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by Developer.


 




     


     


    

  


3.2     To the extent
allowed by law, Section 1 includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may
be known as or referred to as "moral rights," "artist's rights," "droit moral" or the like (collectively
"Moral Rights"). To the extent Developer retains any such Moral Rights under applicable law, Developer
hereby ratifies and consents to, and provides all necessary ratifications and consents to, any action that may be taken with respect
to such Moral Rights by or authorized by Company; Developer agrees not to assert any Moral Rights with respect thereto. Developer
will confirm any such ratifications, consents and agreements from time to time as requested by Company.


 


		4.	Confidential
                                         Information



 


Developer will not
use or disclose anything assigned to the Company hereunder or any other technical or business information or plans of the Company,
except to the extent Developer (i) can document that it is generally available (through no fault of Developer) for use and disclosure
by the public without any charge, license or restriction, or (ii) is permitted to use or disclose such information or plans pursuant
to the Proprietary Information and Inventions Agreement by and between Developer and the Company of even date herewith. Developer
recognizes and agrees that there is no adequate remedy at law for a breach of this Section 4, that such a breach would irreparably
harm the Company and that the Company is entitled to equitable relief (including, without limitations, injunctions) with respect
to any such breach or potential breach in addition to any other remedies.


 


		5.	Warranty



 


Developer represents
and warrants to the Company that the Developer (i) was the sole owner (other than the Company) of all rights, title and interest
in the Intellectual Property and the Technology, (ii) has not assigned, transferred, licensed, pledged or otherwise encumbered
any Intellectual Property or the Technology or agreed to do so, (iii) has full power and authority to enter into this Agreement
and to make the assignment as provided in Section 1, (iv) is not aware of any violation, infringement or misappropriation of any
third party's rights (or any claim thereof) by the Intellectual Property or the Technology, (v) was not acting within the scope
of employment by any third party when conceiving, creating or otherwise performing any activity with respect to anything purportedly
assigned in Section 1, and (vi) is not aware of any questions or challenges with respect to the patentability or validity of any
claims of any existing patents or patent applications relating to the Intellectual Property.


 






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		6.	Miscellaneous



 


This Agreement
is not assignable or transferable by Developer without the prior written consent of the Company; any attempt to do so shall
be void. Any notice, report, approval or consent required or permitted hereunder shall be in writing and will be deemed to
have been duly given if delivered personally or mailed by first-class, registered or certified U.S. mail, postage prepaid to
the respective addresses of the parties as set below (or such other address as a party may designate by ten (10) days
notice). No failure to exercise, and no delay in exercising, on the part of either party, any privilege, any power or any
rights hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right or power hereunder
preclude further exercise of any other right hereunder. If any provision of this Agreement shall be adjudged by any court of
competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent
necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be
deemed to have been made in, and shall be construed pursuant to the laws of the State of California and the United States
without regard to conflicts of laws provisions thereof. The prevailing party in any action to enforce this Agreement shall be
entitled to recover costs and expenses including, without limitation, attorneys' fees. The terms of this Agreement are
confidential to the Company and no press release or other written or oral disclosure of any nature regarding the compensation
terms of this Agreement shall be made by Developer without the Company's prior written approval; however, approval for such
disclosure shall be deemed given to the extent such disclosure is required to comply with governmental rules. Any waivers or
amendments shall be effective only if made in writing and signed by a representative of the respective parties authorized to
bind the parties. Both parties agree that this Agreement is the complete and exclusive statement of the mutual
understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating
to the subject matter of this Agreement.


 


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IN WITNESS WHEREOF, the parties have executed this Agreement
on the day and year first indicated above.


 





	 	Full
    spectrum
    inc.
	 	 	 
	 	By:	 
	 	Name:	Stewart Kantor
	 	Title:	Chief Executive Officer
	 	 	 
	 	Menashe
    Shahar
	 	 
	 	 













 


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TECHNOLOGY ASSIGNMENT AGREEMENT