Legal Assignment and Power of Attorney

LEGAL ASSIGNMENT AND POWER OF ATTORNEY

This Legal Assignment and Power of Attorney (this "Agreement") is made and entered into as of by and between Assignor Name: , an with principal place of business at (hereinafter "Assignor"), and Assignee Name: , an with principal place of business at (hereinafter "Assignee"). Assignor and Assignee are sometimes each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Assignor is the legal and beneficial owner of certain rights, interests and assets described herein and has the full power and authority to assign such rights; and

WHEREAS, Assignor desires to assign, transfer and convey to Assignee all of Assignor's right, title and interest in and to the Assigned Assets (as defined below); and

WHEREAS, to effectuate and perfect such assignment, Assignor wishes to grant to Assignee a power of attorney to execute documents, maintain and enforce rights, and take other actions as necessary in connection with the Assigned Assets.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Assigned Assets" means all rights, claims, causes of action, contracts, accounts, instruments, intellectual property rights, licenses, and other tangible or intangible assets described in the Schedule of Assigned Assets attached hereto or described below and any proceeds therefrom.

1.2 "Effective Date" means the date set forth above.

2. ASSIGNMENT

2.1 Assignment. Assignor hereby absolutely and unconditionally assigns, transfers and conveys to Assignee, its successors and assigns, all of Assignor's right, title and interest in and to the Assigned Assets, whether now existing or hereafter arising, and all rights to enforce, collect, compromise or otherwise realize thereon.

2.2 Scope. The assignment is intended to be a present transfer of all legal and equitable rights and shall include, without limitation, the right to sue in Assignor's name or Assignee's name, to receive payments, to negotiate, and to grant releases and sublicenses with respect to the Assigned Assets.

3. CONSIDERATION

3.1 Consideration. In consideration for the assignment described in Section 2, Assignee shall pay to Assignor the sum of or provide other consideration as set forth in the attached schedule. Such payment and other consideration constitute full and adequate consideration for the transfer of the Assigned Assets.

4. POWER OF ATTORNEY

4.1 Grant of Authority. Assignor hereby irrevocably appoints Assignee as Assignor's true and lawful attorney-in-fact with full power and authority to take any and all actions necessary or desirable to effectuate, enforce, perfect and collect upon the Assigned Assets, including, without limitation, to execute, deliver, acknowledge and record all instruments and documents, to initiate, defend or settle litigation, to obtain injunctions or other equitable relief, to endorse and collect payments, and to prosecute, maintain or abandon claims or suits in Assignor's name or Assignee's name.

4.2 Scope and Limitations. The power granted under this Section is coupled with an interest in the Assigned Assets and is intended to be as broad as permitted by law to accomplish the assignment. The power is irrevocable and survives Assignor's incapacity, bankruptcy or dissolution, unless the Parties expressly agree otherwise in writing.

5. REPRESENTATIONS AND WARRANTIES

5.1 Assignor represents and warrants that: (a) Assignor is the sole legal and beneficial owner of the Assigned Assets; (b) Assignor has full power and authority to enter into this Agreement and to grant the powers herein; (c) the Assigned Assets are free and clear of liens, encumbrances, and adverse claims except as disclosed in writing to Assignee; and (d) there are no existing agreements that would impair the assignments made herein.

5.2 Assignee represents and warrants that it has full power and authority to accept the assignment and to exercise the powers granted by Assignor and that its acceptance does not violate any agreement binding on Assignee.

6. FURTHER ASSURANCES

6.1 Further Acts. From time to time after the Effective Date, at Assignee's reasonable request and expense, Assignor shall execute and deliver such further documents and instruments and take such further actions as may be reasonably required to effectuate the purposes of this Agreement and to vest fully in Assignee the rights granted hereunder.

7. CONFIDENTIALITY

7.1 Confidential Information. The Parties acknowledge that information exchanged in connection with the Assigned Assets may be confidential. Each Party agrees to maintain the confidentiality of such information and not to disclose it to third parties except as required by law or as necessary to perform obligations under this Agreement.

8. INDEMNIFICATION

8.1 Indemnity by Assignor. Assignor shall indemnify, defend and hold harmless Assignee and its successors and assigns from and against any and all liabilities, claims, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Assignor's representations, warranties or covenants contained in this Agreement.

9. NOTICES

All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed properly given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses below or to such other address as a Party may designate in writing.

10. AMENDMENT; WAIVER; COUNTERPARTS

10.1 Amendment. This Agreement may be amended or modified only by a written instrument executed by both Parties.

10.2 Waiver. No failure or delay by any Party in exercising any right under this Agreement shall operate as a waiver of such right, nor shall any single or partial exercise preclude any other or further exercise.

10.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be effective for all purposes.

11. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

11.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be construed, to the maximum extent permitted by law, so as to effect the original intent of the Parties.

11.3 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral, relating thereto.

12. MISCELLANEOUS

12.1 Assignment by Assignee. Assignee may assign its rights and delegate its obligations under this Agreement, in whole or in part, to any successor or affiliate without further approval by Assignor, provided that such assignee expressly assumes in writing all obligations of Assignee under this Agreement.

12.2 Remedies Cumulative. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

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