INTELLECTUAL PROPERTY TRANSFER AGREEMENT
This INTELLECTUAL PROPERTY TRANSFER AGREEMENT (the "Agreement") is made as of the 7th
(seventh) day of January 1998, (the "Execution Date") by and between LASERTECHNICS, INC. (hereinafter
"LASX"), a corporation organized under the laws of Delaware, having its principal place of business at 3208
Commander Drive, Carrollton, Texas 75006, and XL Vision, Inc. (hereinafter "XLV"), a corporation organized
under the laws of Delaware, having its principal place of business at 10305 102nd Terrace, Sebastian, Florida
WHEREAS, LASX and XLV, for and in consideration of the mutual promises, covenants and agreements set
forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, enter into this Agreement.
1. GENERAL DEFINITIONS
Terms in this Agreement (other than the headings) that are capitalized have the meanings established for such
terms in the succeeding Paragraphs of this Section 1.
a. EXECUTION DATE. The term Execution Date is the date first above written.
b. EFFECTIVE DATE. The term Effective Date is the date of LASX shareholder approval in accordance with
Section 9(p) of this Agreement.
c. INTELLECTUAL PROPERTY. The term Intellectual Property shall mean and include the following interests
and rights: (a) all patents and patent rights including, without limitation, all utility models, applications,
continuations, divisions, provisionals, continuations-in-part, reissues, and any reexamined patents; (b) all
patentable subject matter including, without limitation, any and all inventions, information, proprietary processes
and formulae, designs, schematics, parts list, manufacturing diagrams, devices, source code, object code,
algorithms, architecture, structure, display screens, layouts, processes, development tools, and the like that may
contain subject matter that is eligible to be protected through patent protection, whether or not fixed in a tangible
medium and whethe