TECHNOLOGY CONTRIBUTION AGREEMENT

This TECHNOLOGY CONTRIBUTION AGREEMENT (“ Agreement ”)   is entered into as of September 25, 2009 (the “ Effective Date ”), by and between Northeast Maritime Institute, Inc ., a Massachusetts corporation, with an address at 32 Washington Street, Fairhaven, MA 02719 (“ Seller ”)   and hZo, Inc., a Delaware corporation, with an address at 3855 South 500 West Suite J, Salt Lake City, Utah 84115 (“ Purchaser ”)     In consideration of the covenants and mutual understandings herein, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:

“Assignment Date” means the date and time of the ZAGG Deferred Closing (as defined in the Series A Purchase Agreement).

“Common Interest Agreement” means an agreement, in the form set forth as Exhibit A, establishing the terms under which Seller and Purchaser will protect certain information relating to the Patent Applications under the common interest privilege.

 “Deliverables” means any and all documents delivered, or to be delivered, by Seller to the Escrow Agent pursuant to Section 3.1.

  “ Escrow Agreement” means an agreement in the form attached as Exhibit B .

“Escrow Agent” refers to that person to be identified as such in the Escrow Agreement.

“Executed Assignments” means both the executed and notarized Assignment of Patent Application Rights in Exhibit C, and the Assignment of Technology in Exhibit D ,   as signed by a duly authorized representative of Seller.

“Know-How” means any inventions, know-how, experience, knowledge, trade secrets and proprietary information relating to the Patent Rights, including the application of any patent rights resulting from the Patent Application.

“Liability” means any debt, liability or obligation of any kind, whether direct or indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, matured or unmatured, determined or determinable, disputed or undisputed, liquidated or unliquidated, or due or to become due, excluding obligations pursuant to certain nondisclosure agreements with third parties concerning the Technology.

“License Term” means the period of time from the Effective Date until the earlier of (i) the Assignment Date, (ii) the end of the day of February 25, 2010, Mountain Time Zone; or (iii) Purchaser’s material breach of this Agreement that is not cured within thirty (30) days of written notice from Seller describing in reasonable detail such breach, or if such breach is not capable of cure within such 30-day period, Purchaser’s failure to immediately commence a cure in a manner reasonably satisfactory to Seller within such 30-day period or to continue all diligent  efforts to cure such breach during and after such 30-day period, with the further requirement that in all events a complete cure occur within no more than sixty (60) days of Seller’s written notice.

“Marks” means certain trademarks, service marks, trade names, trade dress, logos, corporate names and other source or business identifiers relating to the Patent Rights and the Know-How, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated with any of the foregoing, and all applications, registrations, renewals and extensions in connection therewith.

“Patent Applications” means those US patent applications listed in Exhibit D   hereto.

“Patent Issuance Contingency Date”   means the date, with respect to each Patent Application, is (i) four years from the Effective Date, plus (ii) any additional days in which such Patent Application was delayed as a result of causes primarily attributable to the USPTO, including without limitation the issuance of a first substantive office action.

“Patent Rights” means the rights in and to the Patent Applications, including any and all rights arising from the Patent Applications, such as continuations, divisionals and reissues, and any patents issuing from the Patent Applications, and any patents or patent applications deriving priority, directly or indirectly, from any Patent Applications.

 “Series A Purchase Agreement” means that certain Series A Preferred Stock Purchase Agreement, dated as of even date herewith and which is attached hereto as Exhibit F , among Purchaser and the persons and entities listed on the Schedule of Investors attached thereto as Exhibit A, which include Seller.

“Technology” means the Patent Rights, Know-How, Marks, Improvements (as defined below), materials, processes, equipment, tangible property and proprietary rights; together with all other intellectual property, copyright protected information, routines, processes, operations, prototypes, specifications, sketches, notebooks, technologies, formulae, drawings, algorithms, studies, reports, costs, pricing, forecasts, orders, research and development, market data, customer names, opportunities, suppliers, vendor relationships, hardware and software programs, and financial information related to the coating of manufactured goods and components of such goods with weather-proof, splash proof, protective coating.

2.           BACKGROUND.

2.1           Seller has developed and owns the Technology, and Seller, subject to the terms and conditions of this Agreement, wishes to sell to Purchaser all right, title, and interest in the Technology free and clear of any title restrictions, liens, claims and encumbrances.

2.2           Pursuant to a Mutual Confidentiality and Nondisclosure Agreement, dated January 15, 2009 ( “NDA” ), Seller has disclosed to Purchaser or its affiliate ZAGG, Inc. (” ZAGG ”) certain Confidential Information of Seller (as defined therein) related to the Technology.

2.3           Purchaser, having reviewed such Confidential Information, and subject to the terms and conditions of this Agreement, wishes to purchase from Seller all right, title, and interest in the Technology free and clear of any Liabilities, title restrictions, liens, claims, and encumbrances.

3.1            Assignment Deliverables . On the Effective Date, Seller will deliver to the Escrow Agent, all documents contemplated herein, duly executed by Seller, including without limitation, the Executed Assignments.  Additionally, Seller will duly execute such additional documents, if any, reasonably requested by Purchaser, to confirm the assignment of the Technology (the “ Assignment ”) and deliver such additional documents, if any, (i) if prior to the Assignment Date, to Escrow Agent, or (ii) if subsequent to the Assignment Date, to Purchaser.  Upon the Assignment Date, without limiting the Assignment provided in the Deliverables, Seller hereby also sells, assigns, transfers, and conveys to Purchaser all right, title and interest of Seller, in and to the Technology, including without limitation all:

(a)           Improvements;

(b)           inventions, invention disclosures, and discoveries described in any of the Patent Applications;

(c)           rights to apply in any or all countries of the world for patents, certificates of invention, utility models, industrial design protections, design patent protections, or other governmental grants or issuances of any type related to any of the patent applications and the inventions, invention disclosures, and discoveries therein, and the right to claim priority to the Patent Applications;

(d)           causes of action (whether known or unknown or whether currently pending, filed, or otherwise) and other enforcement rights under, or on account of, any of the Technology, Patent Applications and/or the rights described in subsection 3.1(c), including, without limitation, all causes of action and other enforcement rights for (i) damages, (ii) injunctive relief, and (iii) any other remedies of any kind for past, current and future infringement; and

(e)          rights to collect royalties or other payments under or on account of any of the Technology, including any of the foregoing.

3.2            Delivery of the Technology .  Seller shall promptly deliver to Purchaser, any and all Technology which Purchaser reasonably requests in the formats and media in existence and reasonably available to Seller.

4.           LICENSE GRANT

4.1            License .  During the License Term, Seller hereby grants to Purchaser a sole and exclusive (including without limitation to the exclusion of Seller), non-transferable, worldwide, royalty-free license and right to fully exploit the Technology and Improvements (as defined below), including without limitation the right to use, license, manufacture, market, promote, offer for sale, sell or procure orders for, distribute, demonstrate, provide training and other services related to, practice, or otherwise dispose of any Technology or Improvement(s) anywhere in the world.  Notwithstanding the foregoing, Purchaser shall not do either of the following prior to the Assignment Date without the prior written consent of Seller, which consent may not be unreasonably withheld: (a) grant any sublicense with respect to the Technology; or (b) grant any other right or incur any obligation with respect to the Technology that would be binding on Seller at the end of the License Term.

 4.2            Improvements .  During the License Term, each party agrees promptly to disclose to the other party in writing all inventions, whether patentable or not, which are “improvements” on, or derivative works of, the Technology or other subject matter described in the Technology ( “Improvements” ); provided, however , that Seller shall, solely until the Assignment Date, own all worldwide right, title and interest in and to the Improvements, subject to (i) the Licensee’s rights herein under this Agreement, and (ii) any third party rights included or associated with the Improvements. Notwithstanding the foregoing, Purchaser agrees not to challenge the validity of Seller’s ownership of the Improvements, during the License Term, and if the Assignment does not occur, at any time thereafter.

4.3            Maintenance of Technology .  During the License Term, Purchaser and Seller shall reasonably cooperate with each other in filing and prosecuting any applications, continuations, continuing applications, continuations-in-part or divisions of any such applications, or any foreign counterparts of any such applications for the Technology or Improvements, including without limitation, the Patent Applications, to the extent determined by each of Purchaser and Seller to be reasonably necessary for the protection or exploitation of the Technology, the cost of which shall be paid by Purchaser; provided, however , that if Purchaser and Seller agree to abandon the prosecution of any Patent Application, then Seller shall have the right to file and prosecute, at its sole cost and expense and in Seller’s name, such Patent Application, and Purchaser shall at Seller’s request promptly assign such Patent Application to Seller.

4.4            Enforcement of Technology .  During the License Term, Purchaser and Seller shall reasonably cooperate with each other to take such actions as Purchaser and Seller agree are reasonably necessary to enforce the Technology and Improvements against infringement by a third party and to take any action with respect to infringement, including infringement of the Technology prior to the Effective Date.  If either party determines that a third party is infringing, or has infringed, the Technology or any Improvement, such party shall notify the other party of such infringement in writing.  Such notice shall include all relevant information in the notifying party’s possession.

4.5            Effect of Expiration .  Upon the Effective Date, Purchaser shall deposit into escrow a duly-executed power of attorney in the form attached hereto as Exhibit G , authorizing Seller to take such reasonable actions as Seller may reasonably deem appropriate in its sole discretion to confirm the termination of the license set forth in Section 4.1 at the end of the License Term only if the License Term terminates other than due to the ZAGG Deferred Closing.

5.           CONSIDERATION.

5.1            Payment of Consideration . In consideration for the Assignment, and such other rights granted to Purchaser hereunder, Purchaser hereby agrees to compensate Seller as follows:

(i)           Upon the Effective Date, Purchaser shall pay Seller $1,000,000.00;

(ii)           At the ZAGG Deferred Closing, Purchaser shall pay Seller $2,000,000.00 (the “ ZAGG Deferred Closing Payment ”);

(iii)           At the ZAGG Deferred Closing, Purchaser shall issue to Seller 10,521,884 shares of Series A Preferred Stock pursuant to the Series A Purchase Agreement, of which:

(a)           8,417,508 shares will be delivered to Seller on the date of the ZAGG Deferred Closing (the “ NMI Closing Shares ”); and

(b)           2,104,376 shares (the “ NMI Contingent Shares ”) will be held in escrow, pending release or cancellation pursuant to Subsection 5.2 below, by the Secretary of Purchaser pursuant to the Joint Escrow Instructions of Seller and Purchaser set forth in Exhibit H attached to this Agreement, which instructions are incorporated into this Agreement by this reference, and which instructions shall also be delivered to the Secretary of Purchaser at the ZAGG Deferred Closing, together with a stock power in the form of Exhibit I attached to this Agreement, executed by Seller (with the date left blank).

On the Effective Date, ZAGG will execute in favor of Seller the Guaranty in substantially the form attached hereto as Exhibit J .  Subject to Seller giving purchaser reasonable advance written wiring instructions, Purchaser shall make payment pursuant to Subsection 5.1(i) by wire instructions to an account directed by Seller.  Upon the earlier of Purchaser’s request or February 15, 2010, Seller will provide Purchaser written instructions regarding delivery of the ZAGG Deferred Closing Payment.

5.2            Contingent Consideration .  If with respect to any Patent Application, despite commercially reasonable efforts of Purchaser to diligently prosecute such Patent Application, the United States Patent and Trademark Office ( “USPTO” ) fails to issue a patent resulting from any Patent Application, or amendment thereto, prior to the end of any Patent Application’s respective Patent Issuance Contingency Date, then, upon the end of the last possible Patent Issuance Contingency Date, Seller shall forfeit any right to the NMI Contingent Shares and the Secretary of Purchaser shall promptly cancel such shares; provided, however , that if the USPTO issues a patent resulting from any Patent Application, or amendment thereto, prior to the end of any Patent Application’s respective Patent Issuance Contingency Date, the Secretary of Purchaser will promptly deliver the stock certificate representing the NMI Contingent Shares to Seller.

5.3           Rights Regarding NMI Contingent Stock .  Subject to the terms hereof, Seller shall have all the rights of a stockholder with respect to the NMI Contingent Stock while they are held in escrow, including without limitation, the right to vote the shares.  If, from time to time while the shares are being held in escrow, there is (i) any stock dividend, stock split or other change in the shares, (ii) any dividend of cash or other property on the shares, or (iii) any merger or sale of all or substantially all of the assets or other acquisition of Purchaser, any and all new, substituted or additional securities or cash or other consideration to which Seller is entitled by reason of Seller’s ownership of the NMI Contingent Shares shall immediately become subject to the escrow, deposited with the Secretary of Purchaser and included thereafter as “NMI Contingent Shares” for purposes of this Agreement.

5.4.           Tax Consequences .  The parties agree that the Technology will be contributed by Seller to Purchaser in a tax-free exchange with respect to all NMI Closing Shares and NMI Contingent Shares within the meaning of Section 351 of the Internal Revenue Code (the “ Code ”).  As to any other consideration referenced above, Seller has reviewed with Seller’s own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement, and Seller is relying solely on such advisors and not on any statements or representations of Purchaser or any of its agents.

5.5           Reservation of Shares under Equity Incentive Plan .  Four percent (4%) of the shares of Common Stock currently reserved for issuance under Purchaser’s equity incentive plan shall be reserved for issuance to service providers to Purchaser identified by Seller, with such grants to be made as soon as practicable following the Effective Date at the then-current fair market value based on an independent valuation for purposes of Section 409A of the Code and FASB 123(R)).

5.6           Continuing Obligations under Term Sheet .  The continuing obligations of the parties under binding provisions of that certain Amended and Restated Terms Sheet for Series A Preferred Stock Financing of hZo, Inc. dated September 8, 2009, shall remain in full force and effect.

6.1            Further Cooperation .

(a)           At the reasonable request of the other party, a party will execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby, including, without limitation, execution, acknowledgment, and recordation of other such papers, and using commercially reasonable efforts to obtain the same from the respective inventors, as necessary or desirable for fully perfecting and conveying unto Purchaser the benefit of the transactions contemplated hereby.

(b) To the extent any attorney-client privilege or the attorney work-product doctrine applies with respect to  information and the documents related to the Technology is retained after the Effective Date under Seller or Seller’s representatives normal document retention policy, Seller will ensure that it is not disclosed to any third party unless (i) disclosure is ordered by a court of competent jurisdiction, after all appropriate appeals to prevent disclosure have been exhausted, and (ii) Seller gave Purchaser prompt notice upon learning that any third party sought or intended to seek a court order requiring the disclosure of any such document.

(c) Seller will also, at the reasonable request of Purchaser after the Assignment Date, assist Purchaser in providing, and obtaining, from the respective inventors, prompt production of pertinent facts and documents, otherwise giving of testimony, execution of petitions, oaths, powers of attorney, specifications, declarations or other papers and other assistance reasonably necessary for filing patent applications, enforcement or other actions and proceedings with respect to the claims under the Patent Applications.  Purchaser shall compensate Seller for any reasonable, documented disbursements and time incurred after the Effective Date in connection with providing assistance under this subsection 6.1(c) in connection with any enforcement or other infringement action regarding the Patent Applications under a reasonable and standard billable hour rate of Seller or its agents, as applicable.

6.2            Payment of Fees . Seller will pay any maintenance fees, annuities, and the like due or payable on the Patent Applications until the Effective Date. For the avoidance of doubt, Seller shall pay any maintenance fees for which the fee is payable (e.g., the fee payment window opens) on or prior to the Effective Date even if the surcharge date or final deadline for payment of such fee would be after the Effective Date. Seller hereby gives Purchaser power-of-attorney to (i) effective as of the Assignment Date execute documents in the name of Seller in order to effectuate the recordation of the transfers of any portion of the Patent Applications in a governmental filing office in the world, and (ii) instruct legal counsel to take steps to pay maintenance fees and annuities due or payable on the Patent Applications until the Effective Date that Seller declines to pay.

6.3            Foreign Assignments . Following the Assignment Date, Seller will deliver to Purchaser’s representatives executed documents in a form as may be required on the non-U.S jurisdictions in order to perfect the assignment to Purchaser of the non-U.S. patent applications or any other non-U.S. Technology. Such documents will be prepared or obtained by Purchaser at Purchaser’s sole expense.

Seller hereby represents and warrants to Purchaser as follows that:

7.1            Authority . Seller shall have the full power and authority and has obtained or shall have obtained all third party consents, approvals, and/or other authorizations required to enter into this Agreement and to carry out its obligations hereunder, including, without limitation, the Executed Assignments.

7.2           Noncontravention .  (a)                                            The execution, delivery and performance by Seller of this Agreement and the other transactions contemplated hereby, do not and will not contravene, conflict with, constitute a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person or entity any right of payment or reimbursement, termination, cancellation, modification or acceleration, loss of a material benefit under or result in the creation or imposition of any lien or encumbrance (other than the License)  upon any of the Technology; (b) No consent, waiver, approval or action of, filing with or notice to any third party is necessary or required under any of the terms, conditions or provisions of any agreement to which Seller is a party or by which Seller is bound; (c) There are no liens for taxes upon the Technology; (d) There are no licensing fees, royalties, honoraria or other payments or consideration payable by Seller or any successor in interest to Seller by reason of the ownership, development, use, license, sale or disposition of the Technology; and (e) There are no claims, assertions, government administrative proceedings or legal proceedings that have been brought in connection with the Technology.

7.3            Section 365(n) .  All rights and licenses granted under or pursuant to this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (the “Code” ), licenses to rights to “intellectual property” as defined under the Code, and Purchaser, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Code.  In the event of the commencement of any bankruptcy proceeding by or against Seller under the Code, Purchaser shall be entitled, subject to continued performance of its obligations under this Agreement, to retain all of its licensed rights under this Agreement.  In the event that a trustee or Seller as a debtor-in-possession in an action under the Code rejects or attempts to reject this Agreement, Purchaser may elect to retain its rights under this Agreement, in accordance with the Code. Failure by Purchaser to assert its rights or to retain its benefits to the License pursuant to the Code under an executory contract rejected by a trustee or Seller as a debtor-in-possession shall not be construed as a termination of the License or this Agreement by Purchaser under the Code.

7.4            Fees . All maintenance fees, annuities, and the like due or payable on the Patent Applications have been timely paid.

Purchaser hereby represents and warrants to Seller as follows that:

8.1            Authority .  Purchaser shall have the full power and authority and has obtained or shall have obtained all consents, approvals, and/or authorizations required to enter into this Agreement and to carry out its obligations hereunder.

9.1            Limitation of Liability .  TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE CONSIDERATION SET FORTH IN SECTION 5 OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS ON POTENTIAL LIABILITY SET FORTH IN THIS SECTION 9.1 WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.

9.2            Limitation on Consequential Damages . NEITHER PARTY WILL HAVE ANY OBLIGATION OR LIABILITY (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), REPRESENTATION, STRICT LIABILITY OR PRODUCT LIABILITY, FOR COVER OR FOR ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL, MULTIPLE, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES OR LOSS OF REVENUE, PROFIT, SAVINGS OR BUSINESS ARISING FROM OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF A PARTY OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THESE EXCLUSIONS OF POTENTIAL DAMAGES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.

9.3            Compliance With Laws . Notwithstanding anything contained in this Agreement to the contrary, the obligations of the parties with respect to the consummation of the transactions contemplated by this Agreement shall be subject to all laws, present and future, of any government having jurisdiction over the parties and this transaction, and to orders, regulations, directions or requests of any such government.

9.4           Governing Law; Venue/Jurisdiction . This Agreement will be interpreted, construed, and enforced in all respects in accordance with the laws of the State of Delaware, without reference to its choice of law principles.  Seller irrevocably consents to the jurisdiction and venue of the state or federal courts located in Delaware in connection with any action, suit, proceeding, or claim arising under or by reason of this Agreement.

9.5            Dispute Resolution .

(a) Any dispute between the parties arising out of or relating to this Agreement shall in the first instance, be the subject of a meeting between the parties to be held within twenty (20) days of notice of the dispute in order to negotiate a resolution of such dispute.  The meeting shall be attended by individuals from within the parties who have decision-making authority with respect to the subject matter in question.  If the negotiations do not lead to a settlement of the dispute within thirty (30) days of the date of the meeting, the parties agree to binding arbitration in accordance with the Commercial Arbitration Rules-Expedited Procedures of the American Arbitration Association.  The arbitration shall take place in Wilmington, Delaware.

(b) The arbitrator shall issue a full written decision of all issues raised in the arbitration.  The decision shall be based on applicable law and judicial precedent of the Federal Circuit and federal and state courts of Delaware. Judgment upon the award rendered in the arbitration may be entered in any court having jurisdiction over the party against whom the award is rendered.  Any award rendered pursuant to the terms and conditions set forth herein shall be final and binding.

(c) Each party shall bear its own expenses and shall share equally the administrative expenses of the hearing, including without limitation, arbitration fees and the expenses of a court reporter.

(d) During the arbitration, this Agreement shall remain in effect.  The parties’ rights under this Agreement shall not be affected under any arbitration proceeding until a final written decision has been received by both parties from the arbitrator.

9.6              Irreparable Harm .  Notwithstanding Sections 9.4 and 9.5, in the event of any breach or threatened breach of any obligation for which there is no adequate remedy at law, the non-breaching party will be entitled to seek equitable relief in addition to its other available legal remedies in any court of competent jurisdiction.

9.7            Notices.   All notices given hereunder will be given in writing, will refer to Seller, Purchaser and to this Agreement and will be delivered to the address set forth below by  personally delivery, or delivery postage prepaid by an intern