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Exhibit 3.13
MEMORANDUM OF TRANSFER AND ASSIGNMENT AGREEMENT
EXECUTED IN THE CITY AND DISTRICT OF MONTREAL, THIS 15th DAY OF MAY, 2000
BY AND BETWEEN:
2904802 CANADA INC., a duty constituted
Corporation, having its head office in
the City of Westmount, Province of
Quebec, and therein located at 4
Sunnyside, herein represented by EUGENE
R. JOSEPH, its President, duty
authorized for these purposes, as he so
declares, hereinafter referred to and
designated as:
"CANADA"
AND: ISEE3D INC., a duly constituted
Corporation, having a place of
establishment in the City of Weatmount,
Province of Quebec, and therein located
at 4 Westmount Square, Suite 100, herein
represented by MORDEN C. LAZARUS, its
Chairman and Chief Executive Officer,
duly authorized for these purposes, as
he so declares, hereinafter referred to
and designated as;
"ISEE3D"
WHEREAS "CANADA" is the sole, true and lawful beneficial owner of the
'intellectual Property Assets" more fully described in Schedule "A"
annexed hereto, to form part hereof and which has been signed and
initialled by the parties hereto for identification purposes;
WHEREAS "CANADA" wishes to sell, assign and transfer to "ISEE3D", who
wishes to purchase from "CANADA", all of the said "intellectual Property
Assets" including the Rights, Intellectual Property and all Patents to
be developed therefrom in regard to the creation of "3D computer
generated movies" ("Unique Content') (hereinafter to be referred to and
designated as the "Intellectual Property Assets") the whole nevertheless
subject to the terms and conditions to be hereinafter more fully
stipulated;
JUN 15 '00 15:20
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WHEREAS "CANADA" undertakes and agrees to prepare and to provide to
"lSEE3D" a formal "Business Plan" relating to the aforesaid concept and
the core business to be developed based on the "Unique Content" and to
provide the necessary expertise and on- going input for the continuous
updating and operation of the web site of "ISEE3D" in rolling out the
"Business Plan" as it relates solely to the development and delivery of
the "Unique Content" to the Internet by "ISEE3D", the whole as appears
from a certified copy of the "Business Plan" which is annexed hereto, as
Schedule "B" hereof and which has been signed and initialled by the
parties hereto for identification purposes;
WHEREAS "CANADA" undertakes and agrees to take all of the necessary
steps to put "ISEE3D" and its web site into operation according to the
"Business Plan" (Schedule "B" annexed hereto) approved by the Board of
"ISEE3D" and further, they shall continue to drive and develop the
existing "3D Proprietary Technology" of "ISEE3D" with an emphasis and
focus on its desire to become a "3D Content Broadcaster" over the
Internet in the "3D Streaming Media Format";
NOW, THEREFORE, THE PARTIES HERETO COVENANT AS FOLLOWS:
1. THAT the preamble herein recited above shall form an integral
part of the present "Memorandum of Transfer and Assignment
Agreement";
2. THAT in consideration of the purchase price hereinafter set
forth, "CANADA" hereby sells, transfers, cedes and assigns
unto "ISEE3D", hereto present and accepting, the "Intellectual
Property Assets" as are more fully detailed and described in
Schedule "A" annexed hereto;
3. THAT in consideration of the foregoing "sale" transfer and
assignment" of the "Intellectual Property Assets" (Schedule
"A" annexed hereto) unto "ISEES3D", hereto present and
accepting, "ISEE3D" hereby undertakes and agrees to pay the
purchase price in consideration therefore, by the issuance to
"CANADA" of Five Hundred Thousand (500,000) Shares from the
treasury of "ISEE3D", subject, however, to the usual and
required regulatory approvals, which shall be obtained on or
about June 15th 2000, but in no case later than July 15th,
2000;
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4. THAT "CANADA" hereby warrants and represents to "ISEESD"
(a) THAT "CANADA" is the sole, true, lawful and absolute
beneficial owner of the "Intellectual Property
Assets" listed in Schedule "A" attached hereto;
(b) THAT "CANADA" is validly organized under its
incorporating jurisdiction; and
(c) THAT the "lntellectual Property Assets" are free and
clear of all liens, charges, encumbrances,
privileges, options and/or other rights in favour of
any person or persons other than "CANADA";
5. THAT the representations and warranties contained herein shall
survive the execution of the present Agreement and shall
continue to remain in full force and effect;
6. THAT "CANADA" shall, from time to time, at " ISEE3D'S" request
and without further consideration, execute such further
instruments of conveyance and take such other actions as
"ISEE3D" may reasonably require to convey and transfer more
effectively to "ISEE3D", all of the "Intellectual Property
Assets" herein sold and conveyed. "CANADA" will furthermore
sign and execute all documents and do all things necessary to
give effect to the present transaction;
7. THAT this Agreement shall be construed and interpreted in
accordance with the laws of the Province of Quebec;
8. THAT "CANADA" represents that it has taken recognizance of
each and every term of this agreement and has had it reviewed
by its counsel and has entered into this agreement of its own
free will and volition;
9. THAT this Agreement shall enure to the benefit of and be
binding upon the parties hereto, their respective successors,
heirs, administrators, representatives and/or assigns;
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10. The parties hereto have requested that this Agreement be drawn
up in the English language. Les parties aux presentes ont
demande~ que cette convention soil redigee en langue anglaise.
THIS AGREEMENT WAS SIGNED ON THE DATE AND AT THE PLACE
HEREINABOVE MENTIONED.
2904802 CANADA INC.
Per: _______________________
Eugene R. Joseph
President
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Witness
ISEE3D INC.
Per:_______________________
Morden C. Lazarus
Chairman and
Chief Executive Officer
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Witness
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SCHEDULE "A"
"INTELLECTUAL PROPERTY ASSETS"
OF 2904802 CANADA INC.
The "Prior Art' of the "Intellectual Property Assets" to be
referenced in the patents to be filed on behalf of lsee3d Inc. will
rely on the following as forming part of the "Intellectual Property
Assets" sold and conveyed herein:
> Text to speech technology;
Lip synching technology;
Methods of quickly assembling human characters, through
constructive methods or feature extraction;
Facial modelling in 3D;
In addition, the "Intellectual Property Assets" to be included in
patent applications to be filed by lsee3d lnc. are as follows:
Methods of quickly constructing 3D Virtual Avatars;
Methods of quickly constructing full body virtual characters;
Methods to easily alter facial features;
Ability to adjust features of the model easily;
> Ability to render emotion through facial animation.
CERTIFIED this 15th day of May 2000.
2904802 CANADA INC.
Per:/s/ Eugene R. Joseph
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Eugene R. Joseph
