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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.



               COMPANY                                        EMPLOYEE



               By:                                            By:
               Name:                                          Name:
               Its:



               I acknowledge that prior to executing this INTELLECTUAL PROPERTY & INVENTION ASSIGNMENT

               AGREEMENT, I received a copy of this Agreement, I read all of the provisions contained herein

               and all questions I had about the Agreement were answered to my satisfaction.


               _____________                               ________________________

               Date                                        Employee Signature
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