(ENGLISH TRANSLATION OF "CONTRACT DE CESSION")
AGREEMENT OF TRANSFER
BETWEEN
Xx. Xxxxx MARENDAZ, Date of Birth: July 4, 1946, LAUSANNE (SUISSE),
Address: 00 xxx xx Xx Xxxx, 00000 BROONS.
Xxx. Xxxxx-Xxxx XXXXXXX, Date of Birth October 3, 1957, Address: 00, xxx
xxx Xxxxxxx x'Xx, 00000 CLAYES SOUILLY.
(To be known as the "assignors")
of one party
AND
PRETORY, SARL, of capital of 250,200 Francs and a registered company
operating at 000, xxx xx Xxxxxxxx, 00000 Xxxxx, with the registered
commercial number of B 399 378 041, represented by Xx. Xxxxxxx Gaussens,
the President.
(To be known as the "Assignee")
of the other party
WE ARE IN AGREEMENT THAT:
1. The assignors are the investors of a technology that detects odors in the
ambiant air with gas sensors, below named as the Invention.
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This technology has resulted in two products at this point known as the
PIF and the Ethypol. Nevertheless, there are many applications to be made
with this technology.
A precise definition of this technology and of the products are found in
the attached Exhibit, the "Cahier des charges".
The Assignors are not entitled to any French or foreign patents of this
technology or have requested such.
2. Pretory is interested in acquiring the total rights of the technology and
derivative inventions.
IT IS AGREED IN FINALITY THE FOLLOWING:
Article 1 - OBJECT OF THE AGREEMENT
1.1 The Assignor gives to the Assignee, who accepts, the total rights to the
technology without any exemption or any reservation.
1.2 The transfer is agreed and accepted without any guarantee other than those
disclosed in Article 2 of this Agreement.
Article 2 - GUARANTEES AND DECLARATIONS
2.1 The Assignor declare that the inventions are patentable and that the
inventions have never been patented in FRANCE or in any foreign country
and no such effort has been undertaken. Such action could be detrimental
to the Assignee.
2.2 The Assignor will not file for any demand of patent in FRANCE or any
foreign country that could disturb in any way the Assignee in the
exploitation or the use, or the use of others, the rights attached to the
technology, the Assignor gives up with out exception any rights at the
time of the demand for patent by the assignee in FRANCE or in any foreign
country.
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2.3 The Assignor will insure the development of the technology of the products
and other derivatives against payment.
It is expressly agreed that all rights, without any exception or any
restriction that come from the development or the improvement or
perfection of the technology and all derivative applications will become
completely and exclusively the property of the Assignee.
The Assignors will inform the Assignee on the result of their research and
further development of the technology to discover derivatives and new
applications.
2.4 The Assignors declare that they will help and give all assistance at the
time of the deposit by the assignee of the deposit by the Assignee of a
demand of patent to the National Register of Patents and that if any
objection is made by the organization or a third party that the Assignor
will assist with any effort in defending the registration.
If there are any difficulties with obtaining said patent or patents the
Assignor will indemnify and compensate the Assignee for loss.
2.5 In the case of the eviction of the Assignee in any of the rights assigned
by the Assignor in any case, the Assignor will have to compensate the
Assignee for the losses suffered.
Article 3 - PRICE OF THE ASSIGNMENT
The assignment is agreed to and accepted by the following conditions. The
awarding of 510,000 shares of Pretory USA to Marendaz and 100 shares of
Pretory USA to Sauvage. Pretory USA is incorporated in Nevada of the
United States of America and intends to be quoted publicly on the NASDAQ.
The Assignor completely assign the technology with this Agreement.
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Article 4 - CONSEQUENCE OF THE ASSIGNMENT
4.1 As a result of the assignment, the assignee obtains all rights in any form
of the Assignors attached to the technology on the day this Agreement is
signed in final.
4.2 The rights of the Assignee are assignable to third parties as designated
by the Assignee as they may determine.
Article 5 - RIGHTS APPLICABLE - LITIGATION
5.1 The present Agreement (this Agreement) is submissive to the Law of FRANCE.
5.2 Any disagreement between both parties by their interpretation and/or their
execution of the Agreement will be subject to the decision of the Tribunal
of Commerce of Paris.
Article 6 - CONFIDENTIALITY
6.1 The Assignor will keep confidential all information relative to the
technology and will not communicate or divulge to any party for any
reason, directly or indirectly without the full authorization in writing
by the Assignee.
6.2 The Assignor will not use the information related to the technology,
initiate our copy in any way the technology without the authorization in
writing by the Assignee.
Article 7 - ETHICS
Due to the unique and specific nature of the technology, the Assignee
agrees not to conduct any business with any administration or company that
is linked in anyway to the Security Industry (as Pretory).
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Article 8 - "ENTITLE LAW"
The Agreement and the sections of the Agreement have a character and are
presented in a way that are not intended to limit the scope or
interpretation of the Agreement.
Article 9 - ANNEXES
Both parties recognize expressly that the annexes of this agreement are
completely included as part of this Agreement.
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XXXXX XXXXXXXX XXXXX-XXXX XXXXXXX
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PRETORY S.A.R.L.
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