PATENT
      TRANSFER AND SALE AGREEMENT 

    


    THIS
      AGREEMENT (hereinafter: "the Agreement") is entered into force as
      of March
      26,
      2007 among Mr. Leonard Liner (hereinafter: “the Inventor”) and PowerSafe
Technology
      Corp. (A U.S. Delaware Corporation, from address: 10 Hakneset Hagdolah
      Street ,Tel Aviv, Israel (hereinafter: “the Company”).

    


    WITNESSETH:

    


    WHEREAS,
      the Inventor solely owns all right, title, and interest in and to the Patent
      (as
      defined below), including all intellectual property rights in such
      Patent;

     

    WHEREAS,
      No third party may claim superior or joint ownership to the Patent or any part
      thereof;

    


    WHEREAS,
      the Inventor has not granted any right or license in the Patent to any third
      party;

    


    WHEREAS,
      the Inventor desires to sell, assign, convey, and transfer the Patent and all
      of
      its respective rights, title and interests therein to the Company, and the
      aforementioned desires to buy and acquire the Patent and all intellectual
      property rights therein, all in accordance with the terms and conditions of
      this
      Agreement;

    


    


    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
      Patent":
      United
      States Patent number: 5,708,554, titled a
      power outlet box with special protection logic,
      including: all computer programs, technical, engineering and manufacturing
      information, know how, design, data and formulas plans and designs for plans,
      project plans, processes, specifications, skills, methods, source codes,
      algorithms and interface design, and other proprietary information relating
      to
      the Patent, the setting up of plans for its manufacture and the technical
      management of such plans, and all utilities flowcharts, logic, documentation,
      processes, experimental methods or results, descriptions, business or scientific
      plans, depictions, and any other written printed or electronically stored
      materials or information, including specifications, pricing plans, market
      research or data, potential marketing strategies, prospective users and
      distribution channels, engineering drawings, specifications of the Patent and/or
      processes and/or software, test protocols, and all other materials relating
      thereto, and all other concepts, ideas, and discoveries developed, discovered,
      conceived, created, made, reduced to practice, or used in connection with the
      Patent. A copy of the specifications and of the drawings of the Patent and
      all
      technical documentation relating thereto are attached here to as Annex
      1.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    1.2. "Intellectual
      Property Rights"
      shall
      mean technologies, ideas, schemes, plans, patent applications, rights of
      registration and publication, rights to create derivative works, confidential
      information and all other rights incident to Patent ownership, for the longest
      period of protection accorded to any such interests under applicable
      law.

    


    
      	
              2.

            	
              CONVEYANCE
                OF RIGHTS (ASSIGNMENT)

            


    

    


    2.1. Effective
      as of the date hereof, the Inventor hereby transfers, conveys, assigns, and
      relinquishes exclusively to the Company all of its rights, title, and interest
      in and to, the Patent and all Intellectual Property Rights therein, free and
      clear of any lien, charge, claim, , license, preemptive right or any other
      encumbrance or third party right, in perpetuity (or for the longest period
      of
      time otherwise permitted by law), including, but not limited to, the following
      incidents to the Patent:

    


    
      	
              2.1.1.

            	
              Domestic
                and foreign applications, all Letters Patent or similar legal protection
                issuing thereon, and all rights and benefits under any applicable
                treaty
                or convention.

            


    

    


    
      	
              2.1.2.

            	
              Title
                to and possession of any devices and documentation, including without
                limitation any manuals, user documentation, working paper, computer
                instruction or other media that constitute all copies of the Patent,
                its
                component parts, and all documentation relating thereto, possessed
                or
                controlled by the Inventor, which are to be delivered to the Company
                pursuant to this Agreement.

            


    

    


    
      	
              3.

            	
              CONSIDERATION

            


    

    


    3.1. In
      consideration for the transfer of rights in the Patent under this Agreement,
      the
      Company shall pay the Inventor the aggregate amount of US$9000 (nine thousand
      United States Dollars) (hereinafter: "the Consideration”), payable by the
      Company to the Inventor under the following terms and conditions:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    The
      Consideration will be deposited with Adv. Paul Bianco from FLEIT KAIN GIBBONS
      GUTMAN BONGINI & BIANCO (From address; 21355 E. Dixie Highway, Suite 115,
      Miami, Florida 33180) to be held in escrow for the Inventor. Appelfeld Zer,
      Advocates and Patent Attorneys (From address: 2 Ben Gurion st. Ramat Gan, 52573
      Israel) will inform Adv. Paul Bianco about this Agreement and deliver him a
      copy
      of this agreement. The Consideration will be transfered to Inventor in three
      payments as follows:

    


    
      	
              3.1.1.

            	
              $4,000
                (Four thousand United States Dollars) will be due and payable immediately
                upon the signature of this agreement and assignment enclosed hereto
                as
                Annex
                2.

            


    

    


    
      	
              3.1.2.

            	
              $4,000
                (Four thousand United States Dollars) will be due and payable upon
                the
                completion of transfer of rights in the Patent. The transfer of rights
                will be deemed completed once it has been registered with the United
                States Patent and Trademark Office.

            


    

    


    
      	
              3.1.3.

            	
              The
                Company agrees not to demand or claim a return of the payment made
                under
                3.1.1 above even if (a) the Company does not complete the transfer
                of
                rights in the Patent for whatever reason; (b) the Company doesn't
                complete
                the process of reviving the patent for whatever reason.
                

            


    

    


    
      	
              3.1.4.

            	
              The
                amount of US$ 1,000 (One thousand United States Dollars) will be
                due and
                payable 1 year following the completion of the transfer of rights.
                

            


    

    


    
      	
              3.1.5.

            	
              All
                costs and expenses relating to the transfer of rights shall be borne
                by
                the Company. 

            


    

    


    
      	
              4.

            	
              WARRANTIES
                OF TITLE

            


    

     

    4.1.Company’s
      Representations.
      The
      Company 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 the Company is a party or by which it is
      bound.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    4.2. Inventor’s
      Representations.

    


    
      	
              4.2.1.

            	
              The
                Inventor represents and warrants that the Company shall receive pursuant
                to this Agreement complete and exclusive right, title, and interest
                in and
                to the Patent and all Intellectual Property Rights therein and that
                the
                Inventor has developed the Patent entirely through its own efforts
                and for
                its own accounts and that except as specified in 4.2.2 below, the
                Patent
                is free and clear of any lien, claim, encumbrance, charge, license,
                tracing rights, preemptive rights or other rights, or equities whatsoever
                of any third party.

            


    

     

    
      	
              4.2.2.

            	
              The
                Inventor represents and warrants that no third parties, whether employees,
                agents or contractors of The Inventor, have contributed to or participated
                in the conception and development of the Patent or any portion or
                component of the Patent, or, alternatively, that any portion or component
                of the Patent has been contributed by a
                third.

            


    

    


    
      	
              4.2.3.

            	
              Inventor
                represents and warrants that there are no other patent applications
                or
                registered patents filed under Inventor's name in the field of electrical
                devices. 

            


    

     

    
      	
              4.2.4.

            	
              The
                Inventor represents and warrants that there are no agreements or
                arrangements in effect permitting the use, marketing, distribution,
                licensing, or promotion of the Patent by any third party, and that
                the
                Patent contains no know how, design, data, formulas, components or
                other
                information in which any third party has the right to claim superior
                or
                joint ownership; and that the Patent is not a derivative work, an
                enhancement or a modification of any other plans, designs, project
                plans,
                processes, methods, or other components not owned in their entirety
                by The
                Inventor.

            


    

    


    
      	
              4.2.5.

            	
              The
                Inventor represents and warrants that this Agreement constitutes
                a valid
                and binding engagement on its behalf, and that the execution, delivery
                and
                performance by it of this Agreement does not and will not constitute
                a
                breach of any law, agreement or instrument to which the Inventor
                is a
                party or by which it is bound.

            


    

    


    
      	
              5.

            	
              BREACH
                AND TERMINATION

            


    

     

    Breach
      of
      any of the provisions in clause 4.2, 6 or 8.1, made by the Inventor shall
      constitute a breach of the agreement, and shall entitle the Company to immediate
      termination of the Agreement. In addition, Company shall have the right to
      receive a full refund of any amount paid under this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	6.	
              FURTHER
                ASSURANCES

            


    

    


    6.1. The
      Inventor shall execute and deliver, upon the request of the Company, such
      further instruments, applications, declarations and forms, and take such further
      actions as may be necessary under any relevant law or required by any official
      or authority, to continue, secure, defend, register, and otherwise give full
      effect to, the transfer of ownership of the Patent to the Company. The Inventor
      therefore agrees:

    


    
      	
              6.1.1.

            	
              To
                execute, acknowledge, and deliver any affidavits or documents of
                assignment and conveyance regarding the Patent;


            


    

    


    
      	
              6.1.2.

            	
              To
                provide testimony in connection with any proceeding affecting the
                right,
                title, or interest of the Company in the Patent; in such event the
                company
                will pay the inventor extra payment up to the maximum sum of 500$
                not
                including travel expenses. 

            


    

     

    


    
      	
              6.1.3.

            	
              To
                disclose and/or deliver to the Company any portion or component of
                the
                Patent which may be omitted from the disclosure and delivery to the
                Company which is required under this Agreement, promptly upon the
                discovery of such omission; and 

            


    

    


    
      	
              6.1.4.

            	
              To
                perform any other acts deemed necessary by the Company to carry out
                the
                intent of this Agreement.

            


    

    


    
      	
              7.

            	
              ACKNOWLEDGMENT
                OF RIGHTS

            


    

    


    7.1. In
      furtherance of this Agreement, the Inventor hereby acknowledges that, from
      and
      after the date of this Agreement, the Company has acceded to all of the
      Inventor's right, title, and standing to:

    


    
      	
              7.1.1.

            	
              Institute
                and prosecute all suits and proceedings and take all actions that
                the
                Company, in its sole discretion, may deem necessary or proper to
                collect,
                assert, or enforce any claim, right, or title of any kind in the
                Patent;
                and

            


    

    


    
      	
              7.1.2.

            	
              Defend
                and compromise any and all such actions, suits, or proceedings, whether
                the cause thereof already exist or may arise after the date hereof,
                relating to such transferred and assigned rights, title, interest,
                and
                benefits, and perform all other such acts in relation thereto as
                the
                Company, in its sole discretion, deems
                advisable.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              8.

            	
              MISCELLANEOUS

            


    

    


    8.1. 
      The
      Inventor hereby agrees 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. Moreover,
      if
      one or more of the provisions contained in this Agreement shall for any reason
      be held to be excessively broad as to scope, activity, subject or otherwise
      so
      as to be unenforceable at law, such provision or provisions shall be construed
      by the appropriate judicial body by limiting or reducing it or them so as to
      be
      enforceable to the maximum extent compatible with the applicable law as it
      shall
      then appear.

    


    8.2. All
      covenants and agreements hereunder shall inure to the benefit of and be
      enforceable by the successors or assigns of the Company.

    


    8.3
      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 U.S.A. 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 Delaware
      U.S.A.

    


    8.3. 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 the
      Company: 

    Address:
      10 Hakneset Hagdolah Street ,Tel Aviv, Israel 

    Attention:
      Einat Kransney 

    


    If
      to the
      Inventor: 

    Address:
      6917 Highview Dr., Solon, Ohio 44139

    Attention:
      Leonard Liner

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.4. No
      delay
      or omission by the Company in exercising any right under this Agreement shall
      operate as a waiver of that or any right. A waiver or consent given by the
      Company 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.

    


    8.5. 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.

    


    8.6. 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.

    


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

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement under seal
      effective as of the date shown above.

    
 

    
      	
              By
                (Signature): /s/ Einat
                Kransney                
                

               

              Name:
                Einat Kransney 

               

              Title:
                President and Director

            	
              By
                (Signature): /s/ Leonard
                Liner                   

               

              Name:
                Leonard Liner

               

              Title:
                Inventor

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Annex
      1

    Specifications
      and drawings of the Patent

    






    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Annex
      2

    


    ASSIGNMENT

    


    For
      good
      and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, each undersigned inventor has sold and assigned, and by these
      presents hereby sells and assigns, unto:

    


    
      	
              Company
                name :

            	
              PowerSafe
                Technology Corp. (A U.S Delaware Corporation)

            
	
              Address
                :

            	
              10
                Hakneset Hagdolah Street ,Tel Aviv,
                Israel

            


    

    


    (hereinafter:
      ASSIGNEE) all right; title, interest and possessions in and to his invention
      relating to: 

    


    A
      power outlet box with special protection logic No:
      5,708,554

    


    including,
      without limitation, all applications for patents, utility models, and designs
      which may hereafter be filed for said invention in any country or countries
      foreign to the United States, together with the right to file such applications
      and the right to claim for the same the priority rights derived from said United
      States application under the Patent Laws of the United States, the International
      Convention for the Protection of Industrial Property, or any other international
      agreement or the domestic laws of the country in which any such application
      is
      filed, as may be applicable; and all forms of industrial property protection,
      including, without limitation, patents, utility models, inventors’ certificates
      and designs which may be granted for said invention in any country or countries
      foreign to the United States and all extensions, renewals and reissues
      thereof.

    


    Each
      of
      the undersigned hereby authorizes and requests the Commissioner of Patents
      and
      Trademarks to issue any and all Letters patent to said ASSIGNEE, its successors
      or assigns in accordance herewith.

    


    Each
      of
      the undersigned warrants and covenants that he has the full and unencumbered
      right to sell and assign the interests herein sold and assigned and that he
      has
      not executed and will not execute any document or instrument in conflict
      herewith.

    


    Each
      of
      the undersigned further covenants and agrees he will communicate to said
      ASSIGNEE, its successors, legal representatives or assigns all information
      known
      to him relating to said invention or patent application and that he will execute
      and deliver any papers, make all rightful oaths, testify in any legal
      proceedings and perform all other lawful acts deemed necessary or desirable
      by
      said ASSIGNEE, its successors, legal representatives or assigns to perfect
      title
      to said invention, to said application including divisions and continuations
      thereof and to any and all Letters Patent which may be granted therefore or
      thereon, including reissues or extensions, in said ASSIGNEE, its successors,
      or
      assigns or to assist said ASSIGNEE, its successors, legal representatives
      or
assigns
      in obtaining, reissuing or enforcing Letters Patent of the United States for
      said invention.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    Each
      of
      the undersigned hereby grants to the firm of FLEIT
      KAIN GIBBONS GUTMAN BONGINI & BIANCO P.L.
      the
      power to insert into this Assignment any further identification, which may
      be
      necessary or desirable to comply with the rules of the U.S. Patent and Trademark
      office for recordation of this Assignment.

    


    
      	
              INVENTOR
                :

            	
              Leonard
                Liner

            
	
              CITIZENSHIP
                :

            	
              Us

            
	
              RESIDENCE
                :

            	
              Us

            
	
              POST
                OFFICE ADDRESS :

            	
               

            
	
              INVENTOR'S
                SIGNATURE :

            	
               

            
	
              DATE
                :

            	
               

            


    

    


    Note:
      If
      signed abroad, prima facie evidence of execution may optionally be obtained
      by
      execution of this document before a U.S. Consul or before a local officer
      authorized to administer oaths whose authority is proved by a certificate from
      a
      U.S. Consul. If signed domestically, do so before a Notary Public. Otherwise
      the
      execution by the inventors should be witnessed by at least two witnesses who
      sign here:

    



    WITNESSES:

    


    
      	
              Signature
                :

            	
              _______________________
                

            	
              Date
                :

            	
              ______________

            
	 	 	 	 
	
              Signature
                :

            	
              _______________________

            	
              Date
                :

            	
              ______________