This Agreement is dated this 30th day of December, 2000 (the "effective date") by and between American
Technology Corporation ("ATC"), a Delaware corporation, having a principal place of business located at 13114
Evening Creek Drive South, San Diego, CA 92128 and ASI Technology Corporation, a Nevada Corporation
("ASI"), having a principal place of business located at 980 American Pacific Dr. Suite 111, Henderson, Nevada
WHEREAS, ATC has developed and patented certain Sound Reduction technology. As a result of ATC's
inventions it was awarded U.S. Patent No. 5,966,452 for Sound Reduction Method and System for Jet Engines
issued on October 12, 1999 (the "Patent"). ATC has filed corresponding patent applications in Brazil, Canada,
China, EPO, Japan and the Russian Federation.
WHEREAS, this Sound Reduction technology is believed to have commercial viability in commercial, industrial,
and military applications but will require further development, additional capital and research.
WHEREAS, ATC desires to pursue other business ventures and desires to sell and otherwise assign all of its
right, title, interest and benefit in and to its Sound Reduction patent, related technology, and all other intellectual
property rights related thereto, as defined in paragraph 1a) hereof, to ASI according to the terms and conditions
set forth below in order to allow further development of this technology to be completed.
WHEREAS, ASI is a company looking for new technology to purchase and exploit and ASI desires to purchase
ATC's Sound Reduction issued patent and related technology according to the terms and conditions below.
Now, therefore, in consideration of the mutual promises described below and other good and valuable
consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree to be legally bound as
1. Definitions. For purposes of this Agreement, the following definitions apply:
a) "Technology" shall be de