AGREEMENT AND ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS
This Agreement and Assignment of Intellectual Property Rights (this "AGREEMENT") is made as of October 12,
2000 by Walter H. Williams, (collectively and on behalf of the "ASSIGNORS" per Schedule I) and Cogen
Systems Inc., a Nevada corporation ("Cogen" or the "COMPANY").
1. ASSIGNMENT OF EXCLUSIVE RIGHTS. Through this instrument, the Assignors sell, grant, convey and
assign to the Company, exclusively and for all languages (including but not limited to computer and human
languages whether now existing or subsequently developed) all of the Assignors' rights, titles and interests in or
under this Agreement, including all rights of the Assignors under all United States, Federal, State or other
"Governmental Authority" (as defined in Section 3 below), copyright, trademark, trade secret, trade name,
service mark, service name, patent, and all other intellectual property or industrial property laws or rights of any
type or nature concerning this Agreement and the products identified in Exhibit A of this Agreement. The
foregoing assignment of rights by the Assignors to the Company is all-inclusive and is without reservation of any
right, title, interest or use, whether now existing or subsequently arising.
2. PURCHASE PRICE. In consideration of the assignment of the rights to and the sale of the intellectual
property to Cogen, Cogen shall pay to Mr. Walter H. Williams the sum of two thousand dollars ($2,000.00) and
further consideration of five thousand (5,000) common shares of Cogen. Cogen additionally agrees to issue
consideration of ten thousand (10,000) common shares of Cogen, issued pro rata, to the other Assignors per
Schedule I. Mr. Williams acknowledges that the above consideration is fair and reasonable value for the
Intellectual Property assigned by this agreement.
3. FURTHER INSTRUMENTS. The parties shall execute, acknowledge and deliver to the Company, within five
(5) days of the Company's request f