exh10-1.htm


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          Exhibit
            10.1

        

      


      CONSULTING
        SERVICES AGREEMENT

      


      


      Consulting
        Services
        Agreement (this “Agreement”) dated as of October 1, 2007 (“Effective
        Date”) between Advance
        Display Technologies, Inc., a Colorado corporation (the “Company”) and
        Dwight E. “Jody” Thomas (“Consultant”).

      


      WHEREAS,
        the Company
        develops and manufactures fiber optic display screen systems and Light Emitting
        Diode (LED) display screen systems;

      


      WHEREAS,
        Consultant
        has experience in the area of display technology, marketing and
        development;

      


      WHEREAS,
the
        Company
        wishes to engage the Consultant to provide the Services (as defined below)
        on
        the terms and conditions set forth herein and the Consultant wishes to be
        so
        retained;

      


      NOW
        THEREFORE, in
        consideration of the premises and of the mutual covenants, conditions and
        agreements contained herein, the parties agree as follows:

      


      


      ARTICLE
        ONE

      CONSULTING
        SERVICES

      


      1.1           Engagement.  The
        Company hereby agrees to engage the Consultant to perform the services set
        forth
        in Schedule 1 hereto (the “Services”) for the benefit of the Company and the
        Consultant agrees to perform such Services on the terms and conditions set
        forth
        herein.  Consultant shall provide a minimum of 16 full days of
        Services to the Company each month. If Consultant provides less than 16 days
        of
        Services in any calendar month, Consultant’s compensation for such month will be
        proportionately reduced to reflect the amount of Services actually
        provided.  If Consultant provides more than 16 days of Services in any
        calendar month, Consultant will not be entitled to additional compensation
        on
        account thereof.  The Company or Consultant may request that the
        Services be provided on specific days of the month, in which case the parties
        shall make all reasonable efforts to accommodate that request.

      


      1.2           Reporting
        & Billing.  Consultant shall provide a monthly
        invoice to the Company for the Services for each calendar month.  Each
        invoice shall include the amount being billed, the number of days spent
        providing the Services to the Company, the dates such services were provided,
        the location at which the Services were provided and a brief description
        of the
        nature of the Services provided that month.  The Company shall have
        the right to request written reports at any time during the term of this
        Agreement, which shall be furnished within 30 days after such request,
        describing the progress, status of, data, costs and other matters pertaining
        to
        the Services as the Company shall request. The Company may freely utilize
        all
        such information arising out of the performance of the Services under this
        Agreement in any manner desired.

      


      1.3           Location.  The
        Services shall be performed at such place or places and at such time or times,
        as the Company and Consultant shall reasonably agree.

      


      1.4           Authorized
        Service Providers.  All Services shall be performed by
        the Consultant and not by any other person.

      


      1.5           Supervising
        Officer.  The Consultant shall report directly to the
        President of the Company.  Only the President of the Company may
        assign tasks to the Consultant under this Agreement.


      
        
          
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      ARTICLE
        TWO

      COMPENSATION

      


      2.1           Compensation.

      


      a)
Cash
        compensation.  Beginning October 1, 2007, the Company will pay to
        Consultant cash compensation of $13,500 per month.

      


      b)  Stock
        Options.  Consultant will be eligible to receive, but it is not
        guaranteed the grant of, options to purchase shares of the Company Common
        Stock
        in such amounts and subject to such terms and conditions as may be determined
        by
        the Compensation Committee of the Company’s Board of Directors.  The
        grant of options may be evidenced by a separate agreement between Consultant
        and
        the Company.

      


      2.2           Reimbursement.  The
        Company will reimburse Consultant for any reasonable expenses incurred by
        Consultant in connection with Consultant’s performance of the Services,
        provided, however, that any expense exceeding $500 must be pre-approved by
        the
        Company.  Reimbursement for travel related expenses will not include
        routine travel to and from work.  All requests for reimbursement for
        expenses must be accompanied by documentation in form and detail satisfactory
        to
        the Company.

      


      2.3           Invoicing.  Consultant
        will provide the Company with monthly invoices for the performance of Services
        hereunder.  Invoices will itemize all reimbursable costs
        incurred.  Invoices will be payable by the Company within thirty (30)
        days of receipt.

      


      


      ARTICLE
        THREE

      WARRANTIES
        AND COVENANTS OF CONSULTANT

      


      3.1           Consultant’s
        Warranties.  The Consultant represents
        and warrants:

      


      (a)
        Consultant has not entered into any
        agreement, whether written or oral, in conflict with this Agreement;
        and

      


      (b)
        Consultant has the full power and
        authority to enter into this Agreement.

      


      3.2           Consultant’s
        Covenants.  Consultant:

      


      (a)
        agrees that, if he is appointed to
        be the Company’s Executive Vice President of Sales and Marketing and Chief
        Technology Officer (“EVP-Sales & Marketing / CTO”) by the Company’s Board of
        Directors, Consultant will accept such appointment and perform the duties
        and
        fulfill the obligations of such position, as designated by the Company’s Board
        of Directors, provided, however, that Consultant shall remain an independent
        contractor of the Company  and not an employee of the
        Company;

      


      (b)
        shall exercise only such powers and
        perform such duties as may from time to time be vested in Consultant or assigned
        to Consultant by the Company, including, in the event of his appointment
        as
        EVP-Sales & Marketing / CTO, those powers and duties expressly granted to
        him by the Company’s Board of Directors, provided, however, that nothing herein
        shall be deemed to entitle Consultant to such appointment or to such powers
        or
        duties, since the Company may at any time, without prior notice, remove
        Consultant from such position, which removal may or may not, in the Company’s
        discretion, also terminate this Agreement;


      
        
          
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      (c)
        shall perform the Services for the
        Company to the best of Consultant’s skill and ability;

      


      (d)
        shall comply with all standards of
        safety, take due regard and comply with the safety regulations of the Company
        and all statutory provisions in effect and report to the Company any incident
        which could give rise to unsafe working conditions or practices;

      


      (e)
        shall not assign or subcontract
        performance of this Agreement or any of the Services to any person, firm,
        company or organization without the Company’s prior written consent;
        and

      


      (f)
        shall not, during the term of this
        Agreement, enter into any other agreement, whether written or oral, which
        would
        conflict with Consultant’s obligations hereunder.

      


      


      ARTICLE
        FOUR

      ADDITIONAL
        COVENANTS OF CONSULTANT

      


      


      4.1           Non-Competition;
        Non-Solicitation; Non-Disparagement.  Consultant
        acknowledges that, in the course of Consultant’s engagement the Company and/or
        its affiliates and their predecessors, Consultant has become familiar, or
        will
        become familiar, with the Company’s Confidential Information (including trade
        secrets) and that Consultant’s services have been and will be of special, unique
        and extraordinary value to the Company.  As consideration for the
        payment of consulting fees under this Agreement, Consultant agrees that,
        during
        the period of Consultant’s engagement by the Company and for twelve (12) months
        after the date of termination of Consultant’s engagement by the Company,
        Consultant shall not, directly or indirectly through any other person or
        entity,
        (a) induce any employee or contractor of the Company to leave the employ of
        the Company, otherwise interfere with such relationships or directly or
        indirectly hire, or participate in the hiring of, any such employee or
        contractor, (b) solicit the business (as it relates to the Company’s
        current business or any business in which it becomes involved) of any client
        or
        customer of the Company other than on behalf of the Company or induce or
        attempt
        to induce any customer, licensee, client, vendor or other business relation
        of
        the Company to discontinue or reduce its business with the Company, (c)
        interfere with the business of the Company, (d) engage in competition with
        the
        business of the Company, (e) own, manage, control, participate in, consult
        with,
        render services for or in any manner engage in or represent any business
        that is
        competitive with the Company or any current or prospective product or service
        of
        the Company, or (f) publicly or privately (to any current or prospective
        client,
        competitor or customer of the Company) disparage the Company or its
        employees.  It is agreed that, if for any reason a restriction set
        forth in this subsection is found by any court of competent jurisdiction
        to be
        invalid or unenforceable, such restriction shall not be void but shall instead
        be interpreted and reformed to extend over the maximum period of time, range
        of
        activities or geographic area as to which it may be valid or
        enforceable.

      


      4.2           Confidentiality.  The
        Company has developed or has otherwise obtained proprietary rights in certain
        design and development data, documentation, algorithms, programs, technical
        descriptions, techniques, processes, process parameters, methods, practices,
        designs, specifications, materials, customer lists, supplier lists, technical
        plans, business plans, implementation plans, marketing plans, contractual
        information, financial information, patents, trade secrets and other
        confidential information (the “Confidential Information”) relating to the
        Company’s business.  Accordingly,

      


      
        	
                 

              	
                1.

              	
                Consultant
                  acknowledges and agrees that the Confidential Information is a
                  valuable
                  proprietary asset of the Company, the design and development of
                  which have
                  involved the expenditure of substantial amounts of money and the
                  use of
                  substantial skills over a long period of
                  time.

              


      


      
        
          
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                2.

              	
                Consultant
                  agrees that disclosure by the Company to Consultant of any of the
                  Confidential Information, whether written, oral, or in machine-readable
                  form, is made in strictest confidence and
                  that:

              


      

      


      
        	
                 

              	
                a.

              	
                Consultant
                  will make best efforts to maintain the Confidential Information
                  as
                  confidential and secret.

              


      

      


      
        	
                 

              	
                b.

              	
                Consultant
                  will not disclose the Confidential Information to any person or
                  entity
                  without the prior written consent of the Company, and without first
                  obtaining from each such person or entity an agreement substantially
                  identical to this Agreement in form and
                  content.

              


      

      


      
        	
                 

              	
                c.

              	
                Consultant
                  agrees not to use the Confidential Information for any purpose
                  other than
                  for the benefit of the Company.

              


      

      


      
        	
                 

              	
                d.

              	
                The
                  Confidential Information will, at all times, be and remain the
                  property of
                  the Company.

              


      

      


      
        	
                 

              	
                e.

              	
                Any
                  modifications or additions to or derivation of the Confidential
                  Information, or any other work product produced by Consultant under
                  the
                  direction of the Company, or produced in any way as a consequence
                  of
                  Consultant’s engagement with the Company, will be considered as part of
                  the Confidential Information at the time of its creation and will
                  be
                  subject to the terms and Conditions of this
                  Agreement.

              


      

      


      
        	
                 

              	
                3.

              	
                The
                  foregoing confidentiality obligation of this Agreement will be
                  binding on
                  Consultant as long as any part of the Confidential Information
                  disclosed
                  or delivered to Consultant or created by Consultant remains confidential,
                  except that Consultant has no obligation with respect to any Confidential
                  Information which:

              


      

      


      
        	
                 

              	
                a.

              	
                is
                  shown to be in the public domain prior to disclosure by the
                  Company;

              


      

      


      
        	
                 

              	
                b.

              	
                becomes
                  part of the public domain, by publication or otherwise, through
                  no
                  unauthorized act or omission by
                  Consultant;

              


      

      


      
        	
                 

              	
                c.

              	
                is
                  lawfully in Consultant’s possession prior to disclosure by the Company;
                  or

              


      

      


      
        	
                 

              	
                d.

              	
                is
                  approved for release by written authorization of the
                  Company.

              


      

      .

      


      



      
        
          
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      ARTICLE
        FIVE

      INTELLECTUAL
        PROPERTY

      


      5.1           Inventions
        and Original Works Assigned to the Company.  Consultant
        agrees to make prompt written disclosure to the Company, to hold in trust
        for
        the sole right and benefit of the Company, and hereby assigns to the Company
        all
        of Consultant’s right, title and interest in and to any business, service and
        product ideas, inventions, original works of authorship (published or not),
        developments, improvements or trade secrets that Consultant may solely or
        jointly conceive or reduce to practice, or cause to be conceived or reduced
        to
        practice, during the period of Consultant’s engagement by the Company except for
        such work that Consultant performs for clients of Emergent Communications
        Technology, Inc. other than the Company and which is acknowledged in writing
        as
        non-infringing work by the President of the Company.  .

      


      5.2           Works
        Made for Hire.  Consultant acknowledges that all original
        works of authorship which Consultant makes (solely or jointly with others)
        within the scope of Consultant’s engagement and which are protectable by
        copyright are “works made for hire,” as that term is defined in the United
        States Copyright Act (17 U.S.C., Section 101), and are automatically deemed
        to
        be owned by the Company.

      


      5.3           Obtaining
        Letters Patent, Copyright Registrations and Other
        Protections.  Consultant will assist the Company in every
        proper way to obtain and enforce United States and foreign proprietary rights
        relating to any and all inventions, original works of authorship, developments,
        improvements or trade secrets of the Company in any and all
        countries.  To that end, Consultant will execute, verify and deliver
        (1) such documents and perform such other acts (including appearing as a
        witness) as the Company may reasonably request for use in applying for,
        obtaining, perfecting, evidencing, sustaining and enforcing such proprietary
        rights and the assignment thereof, and (2) assignments of such proprietary
        rights to the Company or its designee.  Consultant’s obligation to
        assist the Company with respect to proprietary rights in any and all countries
        shall continue beyond the termination of Consultant’s engagement, but the
        Company shall compensate Consultant at a reasonable rate after Consultant’s
        termination for the time Consultant actually spends at the Company’s request on
        such assistance.

      


      5.4           Company
        as Agent and Attorney-in-Fact.  In the event the Company is
        unable for any reason, after reasonable effort, to secure Consultant’s signature
        on any document needed in connection with the actions specified in the preceding
        paragraph, Consultant hereby irrevocably designates and appoints the Company
        and
        its duly authorized officers and agents as Consultant’s agent and
        attorney-in-fact, to act for and on Consultant’s behalf to execute, verify and
        file any such documents and to do all other lawfully permitted acts to further
        the purposes of the preceding paragraph with the same legal force and effect
        as
        if executed by Consultant.  Such appointment is coupled with an
        interest.  Consultant hereby waives and quitclaims to the Company any
        and all claims of any nature whatsoever which Consultant now or may hereafter
        have for infringement of any proprietary rights assigned to the
        Company.

      


      5.5           Invention
        Ownership.  Consultant owns all or partial interest in the
        inventions, if any, listed on the attachment to this Agreement, which are
        related to the Company’s business, but which are expressly reserved and excepted
        from the provisions of this Agreement because they were completed prior to
        commencement of Consultant’s engagement by the Company.

      


      ARTICLE
        SIX

      RELATIONSHIP
        OF THE PARTIES

      


      6.1           Relationship.  The
        relationship of Consultant to the Company will be one of independent contractor
        and at no time will Contractor hold itself out to be an employee of the Company
        or represent itself, either directly or indirectly, as being connected with
        or
        interested in the business of the Company.


      
        
          
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      6.2           No
        Withholding.  No amount will be deducted or withheld from
        the Company’s payment to Consultant for state, federal or local
        taxes.  No FICA, FUTA, SDI or state unemployment taxes will be payable
        by the Company on Consultant’s behalf and Consultant will be solely responsible
        for and will pay such taxes.

      


      6.3           Benefits.  Consultant
        shall not claim the status, prerequisites or benefits of a Company
        employee.  Consultant agrees that Consultant is not eligible for
        coverage or to receive any benefit under any Company employee benefit plan
        or
        employee compensation arrangement, including without limitation, any and
        all
        medical and dental plans, bonus or incentive plans, retirement benefit plans,
        stock plans, disability benefit plans, life insurance and any and all other
        such
        plans or benefits.  Even if Consultant were to become or be deemed to
        be a common-law employee of the Company, Consultant still shall not be eligible
        for coverage or to receive any benefit under any Company employee benefit
        plan
        or any employee compensation arrangement with respect to any period during
        which
        the Company classified the individual as a Consultant.

      


      6.4           Indemnification.  This
        Agreement constitutes a contract for the provision of Services and not a
        contract for employment and, accordingly, Consultant will be fully responsible
        for and will indemnify the Company for and in respect of any state, local
        or
        federal taxes or fees including without limitation, income tax withholding,
        employment and self-employment taxes, FUTA, SDI and state unemployment taxes
        together with any other liability, deduction, contribution, assessment or
        claim
        arising from or made in connection with the performance by the Company of
        its
        obligations under this Agreement or the performance by the Consultant of
        the
        Services.  The Consultant will further indemnify the Company against
        all reasonable costs and expenses and any penalty, fine or interest incurred
        or
        payable by the Company in connection with or in consequence of such liability,
        deduction, contribution, assessment or claim.  The Company may, at its
        option, satisfy such indemnity (in whole or in part) by way of deduction
        from
        the fees and/or expenses payable by the Company to Consultant
        hereunder.

      


      6.4           Tax.  Consultant
        will be responsible for making appropriate filings and payments to the federal,
        state and local taxing authorities, including payments of all withholding
        and
        payroll taxes due on compensation received hereunder, estimated income payments,
        employment and self-employment taxes, if applicable.

      


      6.5           Worker’s
        Compensation.  Consultant acknowledges that if Consultant
        is injured while performing work for the Company hereunder, Consultant will
        not
        be covered for such injury under the Company’s insurance policies, including
        under any Worker’s Compensation coverage provided for the Company’s employees
        and further acknowledges that Consultant is solely responsible for providing
        Worker’s Compensation insurance for Consultant and Consultant’s
        employees.

      


      


      ARTICLE
        SEVEN

      TERM
        AND TERMINATION

      


      7.1           Term.
        This Agreement shall terminate one (1) year from the Effective
        Date.  At the end of the one (1) year term (the “Initial Term”), this
        Agreement may be renewed for such additional period(s) of time on equivalent
        terms and conditions with the mutual written consent of the parties (“Renewal
        Terms”).  In the event this Agreement is not renewed, all unvested
        options granted pursuant to Section 2.1(b) shall nonetheless continue to
        vest
        until fully vested.  In the absence of a written extension of this
        Agreement, the Company’s continued payment of the monthly compensation fee to
        Consultant after the end of the one (1) year term shall operate to extend
        the
        Agreement for the month(s) the fee is so paid by the Company.


      
        
          
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      7.2           Termination.  This
        Agreement may be terminated by either party upon the breach of a material
        term
        hereof by the other party, which breach remains uncured for thirty (30) days
        after the date that the non-breaching party has served written notice on
        the
        other party.  Any such notice will set forth the basis of such breach
        and the non-breaching party's intent to terminate the
        Agreement.  Either party may terminate this Agreement at any time
        after the Initial Term without any reason for termination by giving sixty
        (60)
        days notice of the party’s intent to terminate the Agreement without
        cause.

      


      7.3           Effect
        of Termination.  Upon the termination of
        this Agreement, each party shall be released from all obligations and
        liabilities hereunder except those arising under Articles Four, Five, Six
        and
        Eight.

      


      ARTICLE
        EIGHT

      MISCELLANEOUS

      


      8.1           Waiver.
        None of the terms of this Agreement may be waived except by an express
        agreement in writing signed by the party against whom enforcement of such
        waiver
        is sought.  The failure or delay of either party in enforcing any of
        its rights under this Agreement shall not be deemed a continuing waiver of
        such
        right.

      


      8.2           Entire
        Agreement. This Agreement constitutes the entire
        agreement among the parties with respect to the subject matter hereof and
        supersedes all prior agreements and understandings among the parties (whether
        written or oral) relating to said subject matter, including but not limited
        to
        the April 3, 2007 Consulting Agreement between Consultant and the
        Company.  .

      


      8.3           Amendments.  This
        Agreement may not be released, discharged, amended or modified in any manner
        except by an instrument in writing signed by Consultant and a duly authorized
        officer of the Company.

      


      8.4           Assignment.  The
        Company has specifically contracted for the Services of Consultant and,
        therefore, Consultant may not assign or delegate Consultant’s obligations under
        this Agreement, either in whole or in part, without the prior written consent
        of
        the Company.

      


      8.6           Severability.  If
        any provision of this Agreement is, becomes, or is deemed invalid, illegal
        or
        unenforceable in any jurisdiction, such provision shall be deemed amended
        to
        conform to the applicable laws so as to be valid and enforceable, or, if
        it can
        not be so amended without materially altering the intention of the parties
        hereto, it shall be stricken and the remainder of this Agreement shall remain
        in
        full force and effect.

      


      8.7           Headings.
        Article and Section headings contained in the Agreement are included
        for convenience only and are not to be used in construing or interpreting
        this
        Agreement.

      


      8.8           Notices.  All
        notices provided for in this Agreement shall be in writing and shall be deemed
        effective when either served by personal delivery or sent by express, registered
        or certified mail, postage prepaid, return receipt requested, to the other
        party
        at the corresponding mailing address set forth below or at such other address
        as
        such other party may hereafter designate by written notice in the manner
        aforesaid

      


      8.9           Counterparts.  This
        Agreement may be executed in any number of counterparts, each of which shall
        be
        an original and all of which together shall constitute one and the same
        document, binding on all parties notwithstanding that each of the parties
        may
        have signed different counterparts.


      
        
          
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      8.10           Governing
        Law.  This Agreement shall be governed by and construed
        in accordance with the laws of the State of Colorado and the parties to this
        Agreement hereby submit to the exclusive jurisdiction of the courts, both
        state
        and federal, in the County of Denver, State of Colorado.

      


      8.11           Public
        Announcements.  Consultant may not make any press
        release, statement or public announcement that mentions or refers to the
        Company
        without the Company’s prior written consent.


      
        
          
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      IN
        WITNESS WHEREOF, the parties have entered into this Agreement on the
        date first above written.

      


      CONSULTANT

      


      ____________________________________

      


      Dwight
        E.
“Jody” Thomas

      


       

      ADVANCE
        DISPLAY TECHNOLOGIES, INC.

       

      By:  ____________________________________

      Matthew
        W. Shankle, President & CEO

      



      
        
          
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      Schedule
        1

      Services
        to be provided by Consultant

      


      Consultant
        shall provide business
        advice and related consulting services in the areas of video display technology,
        marketing and development as may be reasonably requested by the President
        of the
        Company.  

      
        
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      Exhibit A


       

      Previous
        Inventions

      


      


      To:Advance
        Display Technologies,
        Inc.

      


      From:                      

      


      


      1.           Except
        as listed in Section 2 below the following is a complete disclosure of all
        inventions or improvements relevant to the subject matter of my engagement
        as a
        consultant by Advance Display Technologies, Inc. (the “Company”), that have been
        made or conceived or first reduced to practice by me alone or jointly with
        others prior to my engagement by the Company:

       

       ̈  No
        inventions or improvements.

       

       ̈  Inventions
        or improvements: 

       

       ̈ Additional
        sheets attached.

       

      2.           Due
        to a prior confidentiality agreement, I cannot complete the disclosure under
        Section 1 above with respect to inventions or improvements generally listed
        below, the proprietary rights and duty of confidentiality with respect to
        which
        I owe to the following parties:

       

      Invention
        or
        Improvement                                                                           Party                                           Relationship

       

      


       

       ̈ Additional
        sheets attached.

       


      
        
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      3.           I
        propose to bring to my engagement the following devices, materials and documents
        of a former employer or other person to whom I have an obligation of
        confidentiality that are not generally available to the public, which materials
        and documents may be used in my engagement pursuant to the express written
        authorization of my former employer or such other person (a copy of which
        is
        attached hereto):

       

       ̈ No
        inventions or improvements.

       

       ̈  Inventions
        or improvements: 

       

       ̈  Additional
        sheets attached.

       

      Very
        truly yours,

       

      Date:  __________________,
        20____                                                                                                

      CONSULTANT

       

      



      
        
          
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      LIMITED
        EXCLUSION NOTIFICATION

      FOR

      CALIFORNIA
        RESIDENTS

      


      


      THIS
        IS TO NOTIFY you,
        in accordance with Section 2872 of the California Labor Code, that the foregoing
        Agreement between you and the Company may not require you to assign or offer
        to
        assign to the Company any invention that you developed entirely on your own
        time
        without using the Company’s equipment, supplies, facilities or trade secret
        information except for those inventions that either:

      


      
        	
                (1)  

              	
                Relate
                  at the time of conception or reduction to practice of the invention
                  to the
                  Company’s business, or actual or demonstrably anticipated research or
                  development of the Company;

              


      

      


      
        	
                (2)  

              	
                Result
                  from any work performed by you for the
                  Company.

              


      

      


      To
        the extent a provision in the foregoing Agreement purports to require you
        to
        assign an invention otherwise excluded from the preceding paragraph, the
        provision may be against the public policy of the state of California and
        may be
        unenforceable.

      


      This
        limited exclusion does not apply to any patent or invention covered by a
        contract between the Company and the United States or any of its agencies
        requiring full title to such patent or invention to be in the United
        States.

      


      I
        acknowledge receipt of a copy of this notification.

      


      


      Date:  __________________,
        20___                                                                               

      Signature

      


      


      CONSULTANT

      


      


      Address

      


      


       

      Witnessed
        By:

       

       

      Advance
        Display Technologies, Inc.

      


      By:                                                                

      


      Name:                                                                           

      


      Title:                                                                           

      


      


      



      
        
          
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