REPRINTED WITH PERMISSION FROM VOLUMES ONE AND TWO OF 
The Emerging Growth Companies Series
From Glasser Legal Works
Order From 1-800-308-1700



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.	Assignment

Developer hereby assigns to the Company exclusively throughout the world all
right, title and interest (choate or inchoate) in (i) the subject matter
referred to in Exhibit A ("Technology"), (ii) all precursors, portions and work
in progress with respect thereto and all inventions, works of authorship, mask
works, technology, information, know-how, materials and tools relating thereto
or to the development, support or maintenance thereof and (iii) all copyrights,
patent rights, trade secret rights, trademark rights, mask works rights [, sui
generis database rights] and all other [intellectual and industrial property]
rights [of any sort] and all business, contract rights [,causes of action], and
goodwill in, incorporated or embodied in, used to develop, or related to any of
the foregoing (collectively "Intellectual Property"). 

[COMMENT: This assignment is intentionally very broad and is designed to provide
the Company sufficient protection even if Exhibit A is vague or limited.]

2.	Consideration

The Company agrees to issue to Developer ____________ shares of common stock of
the Company on the date of this Agreement pursuant to the provisions of a Stock
Purchase Agreement of even date herewith between the Company and Developer. Such
shares shall be the only consideration required of the Company with respect to
the subject matter of this Agreement. 

3.	Further Assurances; Moral Rights; Competition; Marketing

3.1	Developer agrees to assist the Company in every legal way to evidence,
record and perfect the Section 1 assignment and to apply for and obtain
recordation of and from time to time enforce, maintain, and defend the assigned
rights. If the Company is unable for any reason whatsoever to secure the
Developer's signature to any document it is entitled to under this Section 3.1,
Developer hereby irrevocably designates and appoints the Company and its duly
authorized officers and agents, as his agents and attorneys-in-fact with full
power of substitution to act for and on his behalf and instead of Developer, to
execute and file any such document or documents and to do all other lawfully
permitted acts to further the purposes of the foregoing with the same legal
force and effect as if executed by Developer.

3.2	To the extent allowed by law, Section 1 includes all rights of paternity,
integrity, disclosure and withdrawal and any other rights that may be known as
or referred to as "moral rights," "artist's rights," "droit moral" or the like
(collectively "Moral Rights"). To the extent Developer retains any such Moral
Rights under applicable law, Developer hereby ratifies and consents to, and
provides all necessary ratifications and consents to, any action that may be
taken with respect to such Moral Rights by or authorized by Company; Developer
agrees not to assert any Moral Rights with respect thereto. Developer will
confirm any such ratifications, consents and agreements from time to time as
requested by Company. 

[COMMENT: "Moral rights" are rights of individuals akin to copyrights that
generally are not assignable. Moral rights, although very limited in the United
States, are prevalent elsewhere in the world. Nevertheless, an author in the
United States often will be entitled to assert moral rights when a work created
in the United States is exploited elsewhere.]

4.	Confidential Information

Developer will not use or disclose anything assigned to the Company hereunder or
any other technical or business information or plans of the Company, except to
the extent Developer (i) can document that it is generally available (through no
fault of Developer) for use and disclosure by the public without any charge,
license or restriction, or (ii) is permitted to use or disclose such information
or plans pursuant to the Proprietary Information and Inventions Agreement by and
between Developer and the Company of even date herewith. Developer recognizes
and agrees that there is no adequate remedy at law for a breach of this Section
4, that such a breach would irreparably harm the Company and that the Company is
entitled to equitable relief (including, without limitations, injunctions) with
respect to any such breach or potential breach in addition to any other
remedies.

5.	Warranty

Developer represents and warrants to the Company that the Developer: (i) was the
sole owner (other than the Company) of all rights, title and interest in the
Intellectual Property and the Technology, (ii) has not assigned, transferred,
licensed, pledged or otherwise encumbered any Intellectual Property or the
Technology or agreed to do so, (iii) has full power and authority to enter into
this Agreement and to make the assignment as provided in Section 1, (iv) is not
aware of any violation, infringement or misappropriation of any third party's
rights (or any claim thereof) by the Intellectual Property or the Technology,
[(v) was not acting within the scope of employment by any third party when
conceiving, creating or otherwise performing any activity with respect to
anything purportedly assigned in Section 1,] and (vi) is not aware of any
questions or challenges with respect to the patentability or validity of any
claims of any existing patents or patent applications relating to the
Intellectual Property.

6.	Miscellaneous

This Agreement is not assignable or transferable by Developer without the prior
written consent of the Company; any attempt to do so shall be void. Any notice,
report, approval or consent required or permitted hereunder shall be in writing
and will be deemed to have been duly given if delivered personally or mailed by
first-class, registered or certified U.S. mail, postage prepaid to the
respective addresses of the parties as set below (or such other address as a
party may designate by ten (10) days notice). No failure to exercise, and no
delay in exercising, on the part of either party, any privilege, any power or
any rights hereunder will operate as a waiver thereof, nor will any single or
partial exercise of any right or power hereunder preclude further exercise of
any other right hereunder. If any provision of this Agreement shall be adjudged
by any court of competent jurisdiction to be unenforceable or invalid, that
provision shall be limited or eliminated to the minimum extent necessary so that
this Agreement shall otherwise remain in full force and effect and enforceable.
This Agreement shall be deemed to have been made in, and shall be construed
pursuant to the laws of the State of California and the United States without
regard to conflicts of laws provisions thereof. The prevailing party in any
action to enforce this Agreement shall be entitled to recover costs and expenses
including, without limitation, attorneys' fees. The terms of this Agreement are
confidential to the Company and no press release or other written or oral
disclosure of any nature regarding the compensation terms of this Agreement
shall be made by Developer without the Company's prior written approval;
however, approval for such disclosure shall be deemed given to the extent such
disclosure is required to comply with governmental rules. Any waivers or
amendments shall be effective only if made in writing and signed by a
representative of the respective parties authorized to bind the parties. Both
parties agree that this Agreement is the complete and exclusive statement of the
mutual understanding of the parties and supersedes and cancels all previous
written and oral agreements and communications relating to the subject matter of
this Agreement. 

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year
first indicated above.

By:__________________________
Name:________________________ 
Title________________________
Address:_____________________
_____________________________
_____________________________

EXHIBIT A
TECHNOLOGY ASSIGNMENT AGREEMENT

SERVICES (IF THE SERVICES ARE FOR A FIXED TERM, STATE IT HERE: ________________;
IF NO FIXED TERM IS STATED THE TERM WILL CONTINUE UNTIL THE SERVICES ARE
COMPLETED OR THE AGREEMENT IS TERMINATED UNDER SECTION 4, WHICHEVER OCCURS
FIRST)

FEES (APPLICABLE ONLY WHERE CHECKED AND COMPLETED)

____ HOURLY FEE OF $_________ (EXCLUSIVE OF TRAVEL TIME; PAYABLE MONTHLY IN
ARREARS ________ AFTER INVOICE DETAILING HOURS, WITH A CAP OF $________ IN THE
AGGREGATE.

____ FLAT FEE OF $_________ PAYABLE DAYS AFTER TIMELY COMPLETION OF THE
FOLLOWING MILESTONES PRIOR TO TERMINATION:

____ EXPENSE REIMBURSEMENT (IF APPLICABLE AT ALL, IS LIMITED TO REQUIRED,
REASONABLE TELEPHONE EXPENSES AND LONG DISTANCE COACH CLASS (OR EQUIVALENT)
TRAVEL (TRANSPORTATION, LODGING AND MEALS) AUTHORIZED IN WRITING BY COMPANY IN
ADVANCE; PAYABLE __ DAYS AFTER ITEMIZED INVOICE AND DELIVERY OF RECEIPTS)