Teacher:In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.
Teacher: Now, understand the problem? Solve this instance: Exhibit 10.1

                        INTELLECTUAL PROPERTY AGREEMENT

     THIS AGREEMENT (the Agreement),  dated June 16, 2004, is made and entered into by and between VISUALANT INCORPORATED, a Nevada corporation (the Company) and KENNETH TURPIN (Turpin),

     WHEREAS,  the  Company  is in  the  business  of  researching,  developing, acquiring, and commercializing products and services related to color technology outside  the  visible  spectrum,  using  specialized  narrow band N-IR and N-UV sensors and spatial  analysis  software  modeling which  translate the invisible into the visible (the  Business),  and involving  specialized  and proprietary information and trade secrets which the Company considers to be amongst its most sensitive, confidential, and proprietary information;

     WHEREAS, Turpin has identified,  researched and is developing the Business for and on behalf of the Company;

     NOW THEREFORE,  in consideration of the sum of $10.00 paid by each party to the other, and the  representations,  warranties and covenants contained herein, the  sufficiency  of which is hereby  acknowledged,  the parties hereto agree as follows:

1.   Definitions.  In this Agreement, the following words and phrases shall have      the following meanings:

     (a)  Affiliate  shall have the same  meaning as  contained  in the Canada           Business   Corporations  Act;  Company   Affiliate  shall  mean  any           Affiliate of the Company;

     (b)  Company Property means any and all information, equipment, hardware,           components, documents and other property of the Company or any Company           Affiliate  provided  to or used by Turpin,  including  all  computers,           monitors,  laptops,  personal  digital  assistants,  mobile  computing           devices,  computer  peripherals,  cell  phones  and other  telephones,           pagers,  storage media,  security cards, keys,  calling cards,  charge           cards,  reference  materials,  designs,  specifications,   schematics,           drawings,  diagrams,  pictures,  notes,  memoranda,  papers,  manuals,           records, and the like;

     (c)  Intellectual  Property  Rights means any and all copyrights,  design           rights,  trade-marks,  trade  secrets  and  confidential  information,           patent rights,  and all other  proprietary  rights,  which may subsist           anywhere in the world,  whether registered or unregistered,  including           all applications for registration or issuance of any of the foregoing,           all priority and convention  rights in any of the  foregoing,  and all           rights to file any such applications;

     (d)  Research  and  Development  means  information   pertaining  to  any           research, development,  investigation,  study, analysis, experiment or           test  carried on or  proposed  to be carried on by the  Company or any           Company Affiliate;

     (e)  Software  means  any  and all  algorithms,  data  structures,  code,           instructions,  scripts,  tables, data, and other information used by a           computer or processor to process information, such Software including,           without  limitation,  (i) all source code,  object code and executable           code, and (ii) all routines,  subroutines,  program material, computer           files,  system  architectures,   models,   flowcharts,   requirements,           specifications,   notes,  outlines,  papers,  descriptions  and  other

                                       1

          documents   created  or  developed  in  connection  with  any  of  the           foregoing,  the resulting  screen formats and other visual effects of           the Software,  and any formulae,  processes,  or ideas, whether or not           protected by copyright;

     (f)  Work means,  with respect to the Business,  any and all  inventions,           discoveries,  designs,  developments,   modifications,   improvements,           products, methods, trade secrets, mid know- how that Turpin, solely or           with others,  conceives of,  modifies,  develops,  contributes  to, or           reduces to practice,  including without limitation Software,  records,           documents,  photographs,  video recordings, sound recordings,  images,           designs,    animations,    drawings,    sketches,   diagrams,   plans,           compilations, and analyses, and all parts, elements,  combinations and           derivative works thereof, and

     (g)  Work  Product  means any and all Work and  other  items in any form           that Turpin, solely or with others, conceives of, modifies,  develops,           contributes  to, or reduces to practice  during the period of Turpin's           employment with the Company and which:

          (i)  relate,  directly  or  indirectly,  to the  Company's  present or                future foreseeable Business or Research and Development; or

          (ii) result from any work performed by Turpin for the Company;

          whether or not such are made during or after working hours,  on or off           the Company's premises.

2.   Ownership  by the  Company.  Turpin  acknowledges  and agrees that all Work





     Product  have been made for the Company  and that the Company  shall be the      exclusive  owner  of all  right,  title,  and  interest  in and to the Work      Product and all  Intellectual  Property Rights therein.  Turpin does hereby      assign and transfer to the Company,  effective  upon  creation,  all right,      title, and interest that Turpin may have in and to the Work Product and all      Intellectual Property Rights therein and does hereby assign all of Turpin's      future right,  title,  and interest that Turpin may have in and to each of      the Work Product and Intellectual Property Rights therein, effective at the      time each is created.  Turpin hereby  irrevocably  and expressly  waives as      against  any  person all moral  rights  Turpin may have in any and all Work      Product.

3.   Disclosure of Work Product. Turpin agrees to maintain at all times adequate      and current  records  relating to the creation and development of the Work      Product and  Intellectual  Property Rights  therein,  which records and all      copies  thereof  shall be and shall  remain the  exclusive  property of the      Company,  and to  disclose  all such  records  and  copies  to the  Company      promptly.

4.   Assistance.  Turpin shall, at the Company's  request,  assist with, execute      and   deliver   all   further   documents,   applications,    declarations,      verifications,  submissions,  transfers  and  assignments  and do all other      things requested by the Company, acting reasonably,  during the term hereof      and  thereafter,  at the expense of the  Company,  but  without  additional      compensation,  to enable the Company or its nominees to apply for, acquire,      prosecute,  perfect,  enforce and/or maintain any and all right,  title and      interest, in any country, in and to the Confidential Information,  the Work      Product and the Intellectual Property Rights in same.

                                       2

5.   Protection of Work Product.  Turpin  covenants that Turpin shall not at any      time directly or indirectly contest or assist any third party in contesting      the Company's right,  title, and interest in and to the Work Product or any      Intellectual  Property  Rights  therein.  Turpin  shall  not,  directly  or      indirectly,  apply for or seek registration of any  Intellectual  Property      Rights in any Work Product in any jurisdiction  without the express written      approval of the  Company.  Turpin  waives any and all  existing  and future      moral rights with respect to the Work Product and all Intellectual Property      Rights therein.

6.   Return of Company  Property.  Turpin shall  deliver to the Company all Work      Product and Company  Property,  including all originals and copies thereof,      in Turpin's possession and/or control,  at the request of the Company,  or,      in the  absence  of  such a  request,  upon  the  termination  of  Turpin's      employment with the Company.

7.   Term and  Termination.  This Agreement  shall continue until  terminated as      provided herein.  This Agreement may, with written notice, be terminated by      either party should Turpin's  employment with the Company terminate for any      reason.  Termination under this Section 12 shall be effective from the date      written  notice is delivered or the date  specified in the written  notice.      whichever is later.

8.   Injunctive  Relief.  Turpin  acknowledges  that  monetary  damages would be      inadequate  to  compensate  the  Company  for any  breach by Turpin of this      Agreement and that any such breach would constitute irreparable harm to the      Company.  Accordingly,  Turpin  agrees  that upon the breach or  threatened      breach of any terms of this  Agreement,  the Company shall,  in addition to      all other remedies,  be entitled to an immediate  injunction  enjoining any      breach of this Agreement or a decree for specific performance.

9.   Amendment.  Waiver.  Variation.  No amendment,  waiver, or variation of the      terms, conditions,  warranties,  covenants,  agreements or undertakings set      out herein shall be of any force or effect  unless  reduced to writing duly      executed  by all  parties  hereto  in the  same  manner  and  with the same      formality as this Agreement is executed.

10.  Successors and Assigns. This Agreement shall be binding upon Turpin and the      heirs and legal  representatives  of Turpin,  and shall be binding upon and      ensure to the  benefit  of the  Company  and its  successors  and  assigns,      including  any  corporation  with  which or into  which the  Company or its      successors may be merged or which may succeed, to its assets or business.

11.  Employment  by  Affiliates.  Turpin  acknowledges  and agrees that Turpin's      employment  with the Company may be succeeded by employment  with a Company      Affiliate,  in which case the terms of this  Agreement  shall  continue  in      effect with respect to such employment until an agreement  relating to this      subject matter is signed between Turpin and the Company Affiliate.

12.  Governing  Law.  This  Agreement  shall be  governed  by and  construed  in      accordance  with the laws of the  Province  of  British  Columbia  (without      regard to its conflict of laws provisions)  which shall be deemed to be the      proper law thereof. All disputes or claims arising out of or in relation to      the  Agreement  may be  submitted  to and  resolved  by the  Courts  of the      Province of British Columbia  (including the Supreme Court of Canada).  The      parties  hereby   irrevocably   submit  and  attorn  to  the  non-exclusive      jurisdiction  of such Courts to finally  adjudicate  or determine any suit,      action, or proceeding arising out of or in relation to this Agreement.

                                       3

13.  Terms  Paramount.  The terms of this Agreement are in addition to any other      existing terms (the Existing  Terms)  between the Company and Turpin.  In





     the  event of any  inconsistency  or  conflict  between  the  terms of this      Agreement  and any Existing  Terms,  the terms of this  Agreement  shall be      paramount  and shall  supersede  the  Existing  Terms to the  extent of the      inconsistency or conflict.

14.  Time.  Time shall be of the essence  for each and every term and  condition      hereof.

15.  Severability. The provisions of this Agreement, whether or not contained in      the same section,  are independent and separable.  If any of the provisions      of this Agreement shall be invalid or  unenforceable  under the laws of the      jurisdiction   where   enforcement   is   sought,    such   invalidity   or      unenforceability  shall not invalidate or render  unenforceable  the entire      Agreement  but rather the entire  Agreement  shall be  construed  as if not      containing the particular invalid or unenforceable  provision or provisions      and the  rights and  obligations  of the  parties  shall be  construed  and      enforced accordingly,  with the invalid or unenforceable provision modified      so as to be limited and enforced to the fullest  extent  possible under the      laws of that  jurisdiction,  with  retroactive  effect  to the date of this      Agreement.

16.  Interpretation. The language in all parts of this Agreement shall be in all      cases construed  simply  according to its fair meaning and not strictly for      or against any of the parties  hereto.  Any rule of  construction  that any      ambiguities  are to be  resolved  against the  drafting  party shall not be      employed  in the  interpretation  of  this  Agreement.  Each  of the  terms      including,  include and includes, when used in this Agreement, is not      limiting whether or not non-limiting language (such as without limitation      or but not limited to or words of similar  import) is used with reference      thereto.

17.  Headings  and  Gender.  The  headings  and  subheadings  contained  in this      Agreement are used solely for  convenience  and do not constitute a part of      the  Agreement,  nor  should  they  be  used  to aid in any  manner  in the      construction  or  interpretation  of this  Agreement.  Unless  the  context      requires  otherwise,  words  importing the singular  include the plural and      vice versa and words importing gender include all genders.

18.  Counterparts  and Execution by Fax.  This  Agreement may be executed in any      number of  counterparts  with the same effect as if' all the  parties  have      signed the same document.  All counterparts shall be construed together and      shall  constitute one agreement.  This Agreement may be validly executed by      means of transmission of signed facsimile.

19.  Acknowledgement. Turpin has carefully read and considered the terms of this      Agreement and,  having done so,  understands  the terms and agrees that the      terms herein are fair and reasonable  and are  reasonably  required for the      protection of the interests of the Company.

     IN WITNESS  WHEREOF the parties have duly  executed  this  Agreement on the date first above written.

VISUALANT INCORPORATED

PER /s/ RONALD P. ERICKSON -------------------------- RONALD P. ERICKSON

Authorized Signatory

/s/ KENNETH TURPIN ------------------     KENNETH TURPIN

                                       4 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
Student:
Turpin  shall  not,  directly  or      indirectly,  apply for or seek registration of any  Intellectual  Property      Rights in any Work Product in any jurisdiction  without the express written      approval of the  Company.