XAIBE INC
8-K, EX-10.1, 2000-11-13
NON-OPERATING ESTABLISHMENTS
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TURKS AND CAICOS ISLANDS


                          ASSIGNMENT AND BILL OF SALE

KNOW ALL MEN BY THE PRESENTS that We, ENERGY  TECHNOLOGIES  GROUP,  INC. of P.O.
Box 267, BCM Cape Building,  Leeward Highway,  Providenciales,  Turks and Caicos
Islands (herein termed "the  Corporation")  FOR VALUE  RECEIVED,  HEREBY ASSIGN,
SELL and TRANSFER to XAIBE, INC. (herein termed "the Company" of 13100 Northwest
Frwy., Suite 130, Houston, Texas 77040, the following:

     All rights which the Corporation acquired from Polarshield, Inc. as part of
     an  agreement  dated  October 1, 1999,  including,  but not limited to, the
     distribution and manufacturing  for the polarized  refrigerant oil additive
     (referenced in U.S. Patent  4,963,280  issued October 16, 1990) outside the
     territory of the United States.

The Corporation  represents that it is transferring  the rights that it holds to
the Company free and clear of any claims from any party.  The Corporation  makes
no further warranty to the Company except the warranty of title.

Dated this 26th day of Oct. 2000.



Signed by the Donor                             ENERGY TECHNOLOGIES GROUP, INC.
In the presence of



/s/
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