ASSISTANCE AND PROVISION OF SERVICES AGREEMENT

ASSISTANCE AND PROVISION OF SERVICES AGREEMENT

BETWEEN THE UNDERSIGNED

MICROWAVE VISION

Public Limited Company with share capital of €691,041, Companies’ register no. 340 342 153

17 avenue de Norvège

91953 COURTABOEUF CEDEX

Hereinafter referred to as “ The Microwave Vision Group ”

or “ MVG ”

AND

The following two companies and five establishments:

     - The companies:

     - The MVG establishments:

Hereinafter referred to as “ the subsidiaries ”

WHEREAS:

 2. 

MVG is a company that directly holds the majority of the share capital of the subsidiaries , thus forming an economic group.

The subsidiaries exercise activities in microwave imaging including instrumentation, measurement and testing of electromagnetic fields. There are subsidiaries that have no commercial activity.

In order to facilitate their operations and to ensure the cohesion of the group, it has been decided that MVG will define the major strategies and centralise the management and commercial functions for all the subsidiaries. This centralisation, prepared during the second half-year 2008, began on the first of January 2009.

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:

Article 1 — Object of the agreement

This agreement sets out the conditions under which MVG provides advice and assistance to the subsidiaries, as part of their day-to-day management or on the occasion of one-off operations.

Under the terms of this work, MVG agrees to provide the subsidiaries with the following services.

Article 2 — Services provided and areas of contribution

2.1 In the day-to-day management of:

- General management: drawing up a strategy, relations with shareholders, definition and control of the implementation of the companies’ development and external growth policy, study, drafting and control of the introduction of the industrial, commercial, legal and financial projects required for developing, organising, managing and structuring of the companies.

- Human resources: selecting and recruiting key personnel, encouraging mobility between subsidiaries, managing the personnel policy, implementing the motivation schemes, introducing tools for monitoring working hours, advice for implementing group procedures regarding ethics, company monitoring.

- Finances, accounting, taxation, management control: supervising the accounting and financial services, coordinating teams and choice of development tools, coordinating management and budget control, cash-flow management, fiscal taxation, etc.

- Purchasing : defining the purchasing policy, listing suppliers, negotiating discounts and sales conditions, procurement policy.

- Communications and marketing: drafting, planning and implementation of marketing and internal and external communication strategies and the introduction of related tools, procedures and models, support for the development of products and services.

- Sales: organising and supervising the sales forces, managing the distribution network, monitoring all of the subsidiaries’ opportunities, drafting customer approach strategies by geographical zone and by market in order to develop opportunities by using all of the subsidiaries’ product portfolios.

- Software development: development, standards and quality methods, developing a modules library accessible to all the subsidiaries, selecting tools, platforms and equipment.

- Network: selecting tools, platforms and equipment required for creating a network for the subsidiaries and MVG, in order to facilitate and encourage communication between the various subsidiaries and between the subsidiaries and MVG, maintaining the infrastructure.

- Legal: legal operations and legal obligations.

 3. 

- Trademark: right to use the “MICROWAVE VISION” name.

2.2 As part of one-off operations

MVG agrees to provide the subsidiaries with advice and assistance as part of one-off operations concerning them, such as, and without this list being exhaustive: external growth operations, disposals, restructuring, etc.

As part of this work MVG undertakes to do everything possible to safeguard the interests of the subsidiaries and ensure their businesses run smoothly.

Notwithstanding the assistance services that will be provided to the subsidiaries by MVG, they will continue to assume full responsibility for their operating results; therefore, MVG can in no case assume liability for actions carried out by the subsidiaries

- Article 3 — Remuneration

The nature, diversity and frequency of the services likely to be carried out by virtue of this agreement are such that individual invoicing of the services rendered by MVG will not be possible.

Therefore, the parties agree that the provision of services rendered will be paid under the following conditions:

3.1 Remuneration of the services provided for subsidiaries exercising a commercial activity

In return for the assistance services, advice provided, and centralised management of the group, MVG will invoice these services on the basis of the cost budgeted for the year for the entire expenditure linked to the aforementioned services. The amount will be distributed between each company and according to the gross margin budgeted for at the start of the year for each company. To this amount, a 5% (five percent) margin will be applied.

This remuneration will be reviewed annually at the start of the year based on the budget as approved by the board of directors.

Invoices will be sent by MVG to its subsidiaries quarterly in advance.

Invoices will be payable in cash by a deduction from a current account or by bank transfer within sixty (60) days following receipt of the invoice.

At the end of each financial year, a credit or an invoicing adjustment will be drawn up based on the gross margin realised and the expenditure actually incurred. In the event there are significant differences between realised and budgeted gross margins, the amount of the final adjustment will be subject to review and approval by the board of the companies . This credit or this additional invoice will be determined in the three months after the closing date for the end of the financial year.

MVG shall use the fees acquired hereunder for its operations and shall reinvest in the operating companies no less than 2/3 (two-thirds) of the net income acquired thereby under this Agreement.

3.2 Remuneration of the services provided for subsidiaries without a commercial activity.

In return for the assistance services and advice provided, MVG will invoice subsidiaries, which do not carry out any commercial activity a fixed annual fee of twenty-five thousand euros (€25,000). Invoices will be payable in cash by a deduction from a current account or by bank transfer within sixty (60) days following receipt of the invoice.

 4. 

3.3 Remuneration for the right to use the name “MICROWAVE VISION”

The right to use the name “MICROWAVE VISION” will be subject to separate invoicing , which shall be 1% (one percent) of the gross sales of each company and establishment. Invoicing will be drawn up according to the budgeted gross sales. In the event there are significant differences between realised and budgeted gross margins, the amount of the final image fee will be subject to review and approval by the board of the companies.

This remuneration will be reviewed annually at the start of the year based on the budget as approved of the board of directors.

Invoices will be sent by MVG to its subsidiaries quarterly in advance.

Invoices will be payable in cash by a deduction from a current account or by bank transfer within sixty (60) days following receipt of the invoice.

At the end of each financial year, a credit or an invoicing adjustment will be drawn up based on gross sales achieved. This credit or this additional invoice will be determined in