N0349/7168
NO349/7168 WO

                                                                   UNITED STATES

                                   ASSIGNMENT

WHEREAS,  Nordx/CDT, Inc. a Canadian corporation,  having an office and place of
business at 2345 Sources  Blvd.,  Pointe-Claire,  Quebec,  Canada H9R 5Z3 is the
owner of the entire  right,  title and interest in and to the  following  United
States Patent Application and corresponding International Patent Application:

- --------------------------------------------------------------------------------
      Application No.                               Date of Filing
- --------------------------------------------------------------------------------
        08/771,979                                December 23, 1996
- --------------------------------------------------------------------------------
      PCT/CA97/00985                              December 19, 1997
- --------------------------------------------------------------------------------

WHEREAS,  Tech  Laboratories  Inc. of 995 Belmont  Avenue,  North  Haledon,  New
Jersey,  U.S.A.  07508 is  desirous of  acquiring  the entire  right,  title and
interest  in and to said  patent  applications,  and any and all  patents of the
United  States  and of all other  countries  which may be  granted  for the said
inventions, or any of them;

NOW THEREFORE,  in consideration of the sum of One Dollar ($1.00) and other good
and valuable  consideration,  the receipt whereof is hereby  acknowledged,  said
Nordx/CDT,  Inc.  does  hereby  sell,  assign  and  transfer  to the  said  Tech
Laboratories Inc. the entire right, title and interest in and to the said patent
applications,  all inventions  therein  disclosed and any and all patents of the
United  States  and of all other  countries  which may be  granted  for the said
inventions, or any of them.

     Said Tech Laboratories  Inc., its successors and assigns,  shall have, hold
and enjoy the said  inventions  and the said Letters Patent to its and their own
use and  behoof to the full end of the term or terms for which the said  Letters
Patent have been and may be granted as fully and entirely as the same would have
been  held and  enjoyed  by it had  this  assignment  and  sale  not been  made,
including the right to sue for past infringement.

     And it is hereby authorized and requested of the Commissioner of Patents to
issue any additional  Letters Patent as may be granted on the said inventions to
the said Assignee in accordance with the terms of this instrument.





                                                                   UNITED STATES

                                              Nordx/CDT, Inc.

DATE: May 7, 1999                             BY: /s/ Douglas McCollam
                                                  -----------------------------
                                              NAME: Douglas McCollam
                                                    ---------------------------
                                              TITLE:  EVP & CFO
                                                    ---------------------------

                             DECLARATION OF WITNESS

     I,  Nathalie-Ann  Taylor,  whose full post office address is 68, 3rd Avenue
North, Roxboro, Quebec, Canada, hereby declare that I was personally present and
did see the above named person, personally known to me to be the person named in
the Assignment, duly sign and execute the same.

                                             BY: /s/ Nathalie-Ann Taylor
                                                 -------------------------------
                                             NAME: Nathalie-Ann Taylor
                                                  ------------------------------
                                             DATE: May 7, 1999
                                                  ------------------------------

                                             Tech Laboratories, Inc.

DATE: 6/7/99                                 BY: /s/ Bernard Ciongoli
                                                 -------------------------------
                                             NAME:  Bernard Ciongoli
                                                  ------------------------------
                                             TITLE: President
                                                   -----------------------------

                             DECLARATION OF WITNESS

     I,  Katherine  P.  Salminen,  whose  full post  office  address is 530 High
Mountain  Road,  North  Haledon,  N.J.  07508,  is  hereby  declare  that  I was
personally present and did see the above named person, personally known to me to
be the person named in the Assignment, duly sign and execute the same.

                                      BY: /s/ Katherine P. Salminen
                                          -------------------------------
                                      NAME: Katherine P. Salminen
                                           ------------------------------
                                      DATE: 6/7/99
                                           ------------------------------





                                                                    Exhibit 10.5

N0349/7151GB
NO349/7152GB
NO349/7153GB                                                      UNITED KINGDOM

                                   ASSIGNMENT

     WHEREAS, Nordx/CDT., a Canadian corporation,  having an office and place of
business at 2345 Sources  Blvd.,  Pointe-Claire,  Quebec,  Canada H9R 5Z3 is the
owner of the Patents and Patent Application in the United Kingdom set out on the
attached Schedule A.

     WHEREAS, Tech Laboratories Inc., a corporation of Delaware,  U.S.A., having
an office and place of  business  at 955  Belmont  Avenue,  North  Haledon,  New
Jersey,  U.S.A.  07508,  is  desirous  of  acquiring  said  Patents  and  Patent
Application;

     NOW,  THEREFORE,  for One  Dollar  ($1.00)  and  other  good  and  valuable
consideration,  the  receipt of which is hereby  acknowledged,  said  Nordx/CDT,
Inc., without  representations or warranties with respect to said patents or the
title  thereto,  does hereby  assign,  transfer  and set over unto the said Tech
Laboratories  Inc.  all of its  rights,  title and  interest  in and to the said
Patents and Patent Application, including all rights to sue and recover for past
infringement of said patents.





                                                                  UNITED KINGDOM

                                      Nordx/CDT, INC.

DATE: May 7, 1999                     BY: /s/ Douglas McCollam
                                         -----------------------------
                                      NAME:   Douglas McCollam
                                             -------------------------
                                      TITLE:    EVP & CFO
                                             -------------------------

                             DECLARATION OF WITNESS

         I,  Nathalie-Ann  Taylor,  whose  full post  office  address is 68, 3rd
Avenue North,  Roxboro,  Quebec,  Canada,  hereby  declare that I was personally
present and did see the above  named  person,  personally  known to me to be the
person named in the Assignment, duly sign and execute the same.

                                      BY: /s/ Nathalie-Ann Taylor
                                         -----------------------------
                                      NAME: Nathalie-Ann Taylor
                                           ---------------------------
                                      DATE: May 7, 1999
                                           ---------------------------

                                      Tech Laboratories Inc.

DATE: 6/7/99                          BY: /s/ Bernard Ciongoli
                                         -----------------------------
                                      NAME: Bernard Ciongoli
                                           ---------------------------
                                      TITLE: President
                                            --------------------------

                             DECLARATION OF WITNESS

     I,  Katherine  P.  Salminen,  whose  full post  office  address is 530 High
Mountain Road, North Haledon,  N.J. 07508,  hereby declare that I was personally
present and did see the above  named  person,  personally  known to me to be the
person named in the Assignment, duly sign and execute the same.

                                      BY: /s/ Katherine P. Salminen
                                          ---------------------------------
                                      NAME: Katherine P. Salminen
                                           ---------------------------
                                      DATE: 6/7/99
                                           ---------------------------






                                                                  UNITED KINGDOM

                                   SCHEDULE A

                                   I. Patents

Patent No.                 Title                               Issue Date
- ----------                 -----                               ----------

GB 2 280 573               HALF-DUPLEX CIRCUIT                 09 July 1997
                           FOR A LOCAL AREA
                           NETWORK

GB 2 280 574               USER INTERFACE FOR LOCAL            16 July 1997
                           AREA NETWORKS

GB 2 280 826               TOKEN RING                          20 August 1997

                             ii. Patent Applications

Serial Number              Title                               Filing Date
- -------------              -----                               -----------

9508660.9                  CROSSPOINT MATRIX                   28 April 1995
                           SWITCH ARRANGEMENT






N0349/2007 GSE


                                                                    Exhibit 10.5

                                                                   UNITED STATES

                                   ASSIGNMENT

WHEREAS,  Nordx/CDT,  Inc., a Canadian corporation having an office and place of
business  at 2345  Sources  Blvd.,  Pointe-Claire,  Quebec,  Canada  H9R 5Z3 has
adopted and used the following mark and the trademark Registration:

                             SCHEDULE OF TRADEMARKS

         MARK                 REG. NO.                REG. DATE

         DYNATRAX             2,105,761               OCTOBER 14, 1997

WHEREAS,  Tech Laboratories  Inc., a corporation of Delaware,  U.S.A.  having an
office and place of business at 955 Belmont Avenue,  North Haledon,  New Jersey,
U.S.A.  07508 is desirous of acquiring the entire  right,  title and interest in
and to the said mark and the registration therefor.

NOW,   THEREFORE,   for  One  Dollar   ($1.00)  and  other  good  and   valuable
consideration, the receipt of which is hereby acknowledged, said Nordx/CDT, Inc.
without  representations  or  warranties  with  respect  to said  trademarks  or
registration  or the  title  thereto  does  hereby  assign  unto the  said  Tech
Laboratories Inc., its successors and assigns all its rights, title and interest
in and to the  said  marks  and the  registration  therefor,  together  with the
goodwill of the business symbolized by said marks and the registration  therefor
and including all rights to sue and recover for past  infringement  of said mark
and the registration therefor.






                                              Nordx/CDT, Inc.

DATE: May 7, 1999                             BY: /s/ Douglas McCollam
                                                  -----------------------------
                                              NAME: Douglas McCollam
                                                   ----------------------------
                                              TITLE:  EVP & CFO
                                                    ---------------------------

                             DECLARATION OF WITNESS

     I,  Nathalie-Ann  Taylor,  whose full post office address is 68, 3rd Avenue
North, Roxboro, Quebec, Canada, hereby declare that I was personally present and
did see the above named person, personally known to me to be the person named in
the Assignment, duly sign and execute the same.

                                             BY: /s/ Nathalie-Ann Taylor
                                                 -------------------------------
                                             NAME: Nathalie-Ann Taylor
                                                  ------------------------------
                                             DATE: May 7, 1999
                                                  ------------------------------

                                             Tech Laboratories, Inc.

DATE: 6/7/99                                 BY: /s/ Bernard Ciongoli
                                                 -------------------------------
                                             NAME:  Bernard Ciongoli
                                                  ------------------------------
                                             TITLE: President
                                                   -----------------------------

                             DECLARATION OF WITNESS

     I,  Katherine  P.  Salminen,  whose  full post  office  address is 530 High
Mountain  Road,  North  Haledon,  N.J.  07508,  is  hereby  declare  that  I was
personally present and did see the above named person, personally known to me to
be the person named in the Assignment, duly sign and execute the same.

                                      BY: /s/ Katherine P. Salminen
                                          -------------------------------
                                      NAME: Katherine P. Salminen
                                           ------------------------------
                                      DATE: 6/7/99
                                           ------------------------------




                                                                    Exhibit 10.5


                                   ASSIGNMENT

WHEREAS,  Nordx/CDT, Inc., a Canadian corporation,  the full post office address
of  whose  principal  office  or  place  of  business  is  2345  Sources  Blvd.,
Pointe-Claire, Quebec, Canada H9R 5Z3 is the owner of the following mark and the
trademark Registration:

                             SCHEDULE OF TRADEMARKS

MARK                        REG. NO.                           REG. DATE

DYNATRAX                    465,314                            October 25, 1996

AND WHEREAS,  Tech  Laboratories,  Inc., a corporation of Delaware,  U.S.A., the
full post office address of whose  principal  office or place of business is 955
Belmont  Avenue,  North  Haledon,  New  Jersey,  U.S.A.,  07508,  is desirous of
acquiring  the entire  right,  title and  interest for Canada in and to the said
trademark, trademark application and trademark registration;

NOW,  THEREFORE,  for One  Dollar  in hand  paid,  and other  good and  valuable
consideration, the receipt of which is hereby acknowledged, said Nordx/CDT, Inc.
without  representations  or  warranties  with  respect  to  said  trademark  or
application  or  registration  or the title  thereto does hereby assign unto the
said Tech Laboratories Inc., its successors and assigns,  all its rights,  title
and interest in and to the said mark, said  application and the  registration in
Canada therefor,  together with the goodwill of the business  symbolized by said
marks and the application and  registration in Canada therefor and including all
rights  to  sue  and  recover  for  past  infringement  of  said  mark  and  the
registration therefor.

         IN WITNESS  WHEREOF,  the  ASSIGNOR  has caused  these  presents  to be
executed under the hands of its officers duly  authorized on its behalf this 7th
day of May, 1999.





                                                                          CANADA

                                              Nordx/CDT, Inc.

DATE: May 7, 1999                             BY: /s/ Douglas McCollam
                                                  -----------------------------
                                              NAME: Douglas McCollam
                                                   ----------------------------
                                              TITLE:  EVP & CFO
                                                    ---------------------------

                             DECLARATION OF WITNESS

     I,  Nathalie-Ann  Taylor,  whose full post office address is 68, 3rd Avenue
North, Roxboro, Quebec, Canada, hereby declare that I was personally present and
did see the above named person, personally known to me to be the person named in
the Assignment, duly sign and execute the same.

                                             BY: /s/ Nathalie-Ann Taylor
                                                 -------------------------------
                                             NAME: Nathalie-Ann Taylor
                                                  ------------------------------
                                             DATE: May 7, 1999
                                                  ------------------------------

                                             Tech Laboratories, Inc.

DATE: 6/7/99                                 BY: /s/ Bernard Ciongoli
                                                 -------------------------------
                                             NAME:  Bernard Ciongoli
                                                  ------------------------------
                                             TITLE: President
                                                   -----------------------------

                             DECLARATION OF WITNESS

     I,  Katherine  P.  Salminen,  whose  full post  office  address is 530 High
Mountain  Road,  North  Haledon,  N.J.  07508,  is  hereby  declare  that  I was
personally present and did see the above named person, personally known to me to
be the person named in the Assignment, duly sign and execute the same.

                                      BY: /s/ Katherine P. Salminen
                                          -------------------------------
                                      NAME: Katherine P. Salminen
                                           ------------------------------
                                      DATE: 6/7/99
                                           ------------------------------