Glasser LegalWorks Sample Technology Assignment Agreement

REPRINTED WITH PERMISSION FROM VOLUMES ONE AND TWO OF 
The Emerging Growth Companies Series
From Glasser Legal Works
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TECHNOLOGY ASSIGNMENT AGREEMENT

This Agreement is entered as of _________________, ______ between
__________________, a Delaware corporation (the "Company"), and
_______________________, an individual ("Developer"). [The assignment and stock
issuance hereunder is intended to qualify for tax-free treatment under Internal
Revenue Code Section 351.] 

[COMMENT: See the explanation of IRC Section 351 in Section C of Chapter 1; if
Section 351 criteria are not met, the transaction will likely be taxable even
though Developer receives only illiquid stock as consideration.]

1.