EXHIBIT 10.1

          ASSIGNMENT OF INTANGIBLE ASSETS AND ASSUMPTION OF LIABILITIES

         This Assignment of Intangible Assets and Assumption of Liabilities (the
"Assignment") is entered into this 28th day of June 2011 by and between Solar3D,
Inc.,  a  Delaware   corporation  (the  "Assignor"),   and  Wideband   Detection
Technologies,  Inc., a Florida corporation ("Assignee"), and Roland F. Bryan, an
individual ("RFB"), with respect to the following facts:


                                    RECITALS
                                    --------

         A.  Assignee is a wholly owned  subsidiary  of the  Assignor  that owns
certain  proprietary  rights to the  architecture  for a wireless  communication
network of sensors  comprising a system for detecting  movement  over  specified
areas.  Assignor owns its own proprietary  technology (the "Technology") for the
design and  manufacture of wireless,  radio-based  networks of sensors and other
devices  capable of  communicating  among  themselves  to provide  and  transmit
information,  and to  monitor  environmental  conditions,  vibration  and  other
physical  conditions.  Assignor owns intangible assets related to the Technology
(collectively,  the  "Intangible  Assets").  A list of the Intangible  Assets is
attached to this Assignment as Exhibit A.

         B. In  consideration  for the  assumption of certain  liabilities  (the
"Liabilities") of Assignor by the Assignee,  the Assignor will assign all of its
right, title and interest in and to the Intangible Assets to the Assignee.

         C. All of the Liabilities are owed to RFB, the Chairman of the Board of
Directors and an executive officer of the Assignor and the Assignee.

         D. By the execution of this Assignment,  (1) Assignor hereby assigns to
Assignee and Assignee  hereby accepts from the Assignor the assignment of all of
Assignor's right, title and interest in and to the Intangible Assets pursuant to
this Assignment,  (2) Assignee hereby assumes the Liabilities from the Assignor,
and (3) RFB hereby  releases and forever  discharges the Assignor from liability
for the Liabilities, and will seek payment for them solely from the Assignee.


         NOW, THEREFORE, in consideration of the mutual agreements herein and in
light of the recitals stated above, the parties hereto agree as follows:

1.       ASSIGNMENT OF OWNERSHIP OF INTANGIBLE ASSETS
         --------------------------------------------

         In  consideration  for the  assumption of  Liabilities  as specified in
Section 2 of this  Assignment,  Assignor  hereby assigns and conveys to Assignee
title to all of the  Intangible  Assets  in  perpetuity,  free and  clear of all
liens,  encumbrances  and claims,  effective  on the date first  above  written.
Accordingly, to the full extent of the Intangible Assets, Assignee will have the
right to license and sell the Technology, to own the copyright to the Technology
and to utilize,  commercially exploit,  modify,  enhance,  sublicense,  program,
customize, create derivative works, produce, reproduce, broadcast, publish, copy
and depict the Technology on a worldwide royalty-free basis in perpetuity in any
medium  and for any  commercial  or  noncommercial  purpose,  including  but not
limited to transmission of digital data in any medium and for any purpose.

                                      -1-
<PAGE>

2.       ASSUMPTION OF LIABILITIES - NOVATION
         ------------------------------------

         In  consideration  for the Intangible  Assets  assigned and conveyed to
Assignee by Assignor  pursuant to Section 1 of this Assignment,  Assignee hereby
assumes  liability to pay all of the following  liabilities  owed by Assignor to
RFB as of June 30, 2011 (collectively, the "Liabilities"): all accrued interest,
which was approximately $107,074 as of March 31, 2011; all accrued salary, which
was  approximately  $444,000 as of March 31, 2011; and all accrued vacation pay,
which was  approximately  $9,232 as of March 31, 2011.  In order to accomplish a
novation of the Liabilities,  simultaneously  with such  assumption,  RFB hereby
releases and forever discharges Assignor from all liability for the Liabilities,
effective  on the date  first  above  written,  and will seek  payment  for such
liabilities only from Assignee and not from Assignor.

3.       INTENTIONALLY LEFT BLANK
         ------------------------


4.       INDEMNIFICATION
         ---------------

         Each  party to this  Assignment  hereby  agrees to  indemnify  and hold
harmless the other party and its affiliates from any liability, claims, damages,
losses or  expenses  incurred  by them as a result of any breach by the party of
any of its covenants, representations or warranties in this Assignment.

5.       COVENANTS OF THE ASSIGNOR
         -------------------------

         After the execution of this  Assignment by both parties hereto and upon
issuance  of the  consideration  to  Assignor  provided  in  Section  2 of  this
Assignment,  Assignor (a) agrees to deliver all source code,  computer  software
and other materials comprising the Technology to the Assignee, and (b) agrees to
deliver all other materials comprising the Intangible Assets to the Assignee.

6.       FURTHER ACTS
         ------------

         All parties  agree to execute  and, if  necessary  or  appropriate,  to
record with government agencies, any other documents,  agreements,  instruments,
assignments or certificates  and take any other action  reasonably  necessary in
order to implement  the terms and intent of this  Assignment,  including but not
limited to  assignment  and  recordation  of  patents,  copyrights,  trademarks,
tradenames and other intellectual property.

7.       REPRESENTATIONS AND WARRANTIES OF ASSIGNOR
         ------------------------------------------

         Assignor  hereby  represents  and warrants to Assignee  that (a) it has
full and  complete  authority to enter into this  Assignment  and to perform its
covenants  and to make the  representations  and  warranties  made by it in this
Assignment,  (b) it has good and valid title to the Intangible Assets,  free and
clear of all liens,  encumbrances and claims except as specifically disclosed in
the recitals or exhibits of this Assignment, (c) Assignor will, pursuant to this
Assignment,  convey good, valid and marketable title to the Intangible Assets to
the Assignee, free and clear of all liens,  encumbrances or claims, and (d) this
Assignment  is a valid and binding  agreement of the  Assignor,  enforceable  in
accordance with its terms.

8.       REPRESENTATIONS AND WARRANTIES OF ASSIGNEE
         ------------------------------------------

         Assignee hereby represents and warrants to Assignor that (a) Assignee's
sole director has authorized the execution of and performance by the Assignee of
its covenants,  representations  and warranties in this Assignment,  and (b) the
Assignee has full and complete  authority to enter into this  Assignment  and to
perform its covenants and to make the  representations and warranties made by it
in this Assignment, including but not limited to the assumption of Liabilities.

                                      -2-

<PAGE>

9.       NOTICE
         ------

         Notice  will  deemed to be given by one party to the other  parties  of
this Assignment upon personal delivery by messenger,  air courier,  express mail
or certified  registered mail,  return receipt  requested,  or upon facsimile or
email,  or three days after  mailing by first class mail by the party giving the
notice,  addressed  to the  parties  as  follows,  or to any  other  address  or
facsimile  numbers  provided to the parties in writing in  accordance  with this
Assignment by the party making the change:


         IF TO ASSIGNOR:            Solar3D, Inc.
                                    6500 Hollister Avenue, Suite 130
                                    Goleta, California 93117
                                    Attention: James B. Nelson,
                                    Chief Executive Officer
                                    Telephone Number:  (206) 919-9981

         IF TO THE ASSIGNEE OR RFB: Wideband Detection Technologies, Inc.
                                    6500 Hollister Avenue, Suite 130
                                    Goleta, California 93117
                                    Attention: Roland F. Bryan, President
                                    Telephone Number:  (805) 448-7576

10.      INJUNCTIVE RELIEF
         -----------------

         10.1     DAMAGES INADEQUATE
                  ------------------

                  Each party acknowledges that it would be impossible to measure
in money the damages to the other party if there is a failure to comply with any
covenants or provisions of this Assignment,  and agrees that in the event of any
breach of any covenant or provision, the other party to this Assignment will not
have an adequate remedy at law.

         10.2     INJUNCTIVE RELIEF
                  -----------------

                  It is therefore agreed that the other party to this Assignment
who is  entitled  to the  benefit  of  the  covenants  and  provisions  of  this
Assignment which have been breached,  in addition to any other Intangible Assets
or  remedies  which they may have,  shall be entitled  to  immediate  injunctive
relief to enforce such covenants and provisions,  and that in the event that any
such action or proceeding is brought in equity to enforce them,  the  defaulting
or breaching  party will not urge as a defense that there is an adequate  remedy
at law.

11.      WAIVERS
         -------

         If any party shall at any time waive any  Intangible  Assets  hereunder
resulting  from any breach by the other party of any of the  provisions  of this
Assignment,  such waiver is not to be construed as a continuing  waiver of other
breaches  of the same or other  provisions  of this  Assignment.  Resort  to any
remedies  referred  to herein  shall not be  construed  as a waiver of any other
Intangible  Assets  and  remedies  to which such  party is  entitled  under this
Assignment or otherwise.


                                      -3-
<PAGE>

12.      SUCCESSORS AND ASSIGNS
         ----------------------

         Each covenant and  representation of this Assignment shall inure to the
benefit  of  and  be  binding   upon  each  of  the  parties,   their   personal
representatives, assigns and other successors in interest.

13.      ATTORNEY'S FEES
         ---------------

         In the event that either  party must resort to legal action in order to
enforce  the  provisions  of this  Assignment  or to  defend  such  action,  the
prevailing   party  shall  be  entitled  to  receive   reimbursement   from  the
nonprevailing  party for all  reasonable  attorney's  fees and all  other  costs
incurred  in  commencing  or  defending  such  action,   or  in  enforcing  this
Assignment, including but not limited to post judgement costs.

14.      ENTIRE AND SOLE ASSIGNMENT
         --------------------------

         This Assignment  constitutes the entire  agreement  between the parties
and supersedes all agreements, representations, warranties, statements, promises
and undertakings, whether oral or written, with respect to the subject matter of
this  Assignment.  This  Assignment may be modified only by a written  agreement
signed by all parties.

15.      GOVERNING LAW
         -------------

         This  Assignment  shall be governed by and construed in accordance with
the laws of the State of California.  The venue for any  proceedings  under this
Assignment will be in the proper legal forum in the County of Santa Barbara,  in
the State of California.

16.      SEVERABILITY
         ------------

         The provisions of this Assignment are meant to be enforced severally so
that the  determination  that one or more  provisions are enforceable or invalid
shall not affect or render invalid any other provision of this  Assignment,  and
such other  provisions  shall  continue to be in full forced in accordance  with
their terms.

17.      REMEDIES CUMULATIVE
         -------------------

         All remedies under this Assignment are cumulative, and none is intended
to be exclusive of another  remedy.  No delay or omission in insisting  upon the
strict  observance of  performance  of any provision of this  Assignment,  or in
exercising any right or remedy, shall be construed as a waiver or relinquishment
of such  provision,  nor shall it impair  such right or remedy.  Every right and
remedy may be exercised from time to time and as often as deemed expedient.

18.      CAPTIONS
         --------

         The paragraph and other headings  contained in this  Assignment are for
reference  purposes only, and shall not limit or otherwise affect the meaning of
this Assignment.

19.      LEGAL HOLIDAYS
         --------------

         In the case  where the date on which any action  required  to be taken,
document  required  to be  delivered  or  payment  required  to be made is not a
business day in Santa Barbara, California, such action, delivery or payment need
not be made on that date, but may be made on the next succeeding business day.

                                      -4-
<PAGE>

20.      COUNTERPARTS
         ------------

         This  Assignment  may  be  executed  simultaneously  in any  number  of
counterparts,  each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.

21.      PARTIES
         -------

         This  Assignment  shall  inure  solely to the  benefit  of and shall be
binding  upon  the  parties  hereto  and  their  respective  successors,   legal
representatives  and assigns,  and no other person shall have or be construed to
have any equitable right, remedy or claim under or in respect of or by virtue of
this Assignment or any provision contained herein.

22.      AUTHORITY
         ---------

         All signatories to this Assignment do hereby declare that they have the
authority  to  execute  this  Assignment  on  behalf  of  the  parties  to  this
Assignment.


ASSIGNOR:           SOLAR3D, INC., A DELAWARE CORPORATION



                    By:
                       -------------------------------------------------
                         James B. Nelson, Chief Executive Officer


ASSIGNEE:           WIDEBAND DETECTION TECHNOLOGIES, INC., A FLORIDA CORPORATION



                    By:
                       -------------------------------------------------
                         Roland F. Bryan, President



RFB:                ROLAND F. BRYAN



                    By:
                       -------------------------------------------------
                         Roland F. Bryan, an Individual




                                      -5-
<PAGE>







                                    EXHIBIT A

                     LIST OF MACHINETALKER INTANGIBLE ASSETS
             BEING CONVEYED TO WIDEBAND DETECTION TECHNOLOGIES, INC.

1.       The tradename and trademark "MachineTalker(R)".
2.       Patent Number 7,184,423.
3.       The proprietary  rights and trade secrets relating to the MachineTalker
         Business, including but not limited to all designs, concepts, drawings,
         architecture,  prototype  designs,  knowhow,  processes,  test results,
         presentations,  computer software,  programming,  protocols and related
         Intangible Assets.
4.       All  copyrights  and  trademarks  identifying  the  Company's  products
         whether  registered  or, if not,  by  identification  ((TM)) in product
         literature  and in practice  which are owned by the Company  related to
         the MachineTalker Business.
5.       The business goodwill of the MachineTalker Business.