MASTER DEVELOPMENT AGREEMENT

EXHIBIT 10.94

MASTER DEVELOPMENT AGREEMENT

THIS MASTER DEVELOPMENT AGREEMENT (this “Agreement”) is made on and effective from this 4 ^th day of February, 2009 (“Effective Date”), between Guardian Technologies International Inc., (“Guardian”), a Delaware corporation having its principal place of business at 516 Herndon Parkway, Suite A, Herndon, VA, 20170, Aurum Innova (Pty) Ltd (“Innova”), a South African company having its principle place of business at The Ridge, 29 Queens Road, Parktown, Johannesburg, 2001, South Africa.  Capitalized terms used in this Agreement have the meanings given in Section 11.5 or in the context in which the term is used.

1

BACKGROUND

1.1

Guardian owns rights to certain knowledge, trade secrets, proprietary intellectual property, and patent applications for image clarification, visualization, and computer-aided-detection based on its 3i and algorithmic technologies for use in automated medical applications for clarification, visualization, detection and quantification and staging of diseases (collectively “Signature Mapping™”).

1.2

Innova has experience in and own rights to certain know-how and intellectual property relating to developing country medical needs, influential contacts, access to funding sources, specialized clinical knowledge, clinical research, management expertise, product evaluation capabilities and access to grant development applicable to the treatment of diseases including tuberculosis (TB), silicosis and malaria.

1.3

The Parties believe there is a substantial worldwide market opportunity for products and services aimed at the screening, early detection and staging of diseases including TB, silicosis and malaria, and desire to work together to pursue the development of Signature Mapping™ enabled products for the detection of such diseases (each, a “Product” and, collectively, the “Products”).

1.4

The Parties desire to enter into a definitive agreement with respect to the research, development, and commercialization of the Products for sale to national, regional, provincial, and municipal governments as well as private health institutions and organizations in Africa, and for eventual worldwide market distribution.  

2

PROJECTS

Each Project to be Subject to a Project Specification .  The Parties will enter into separate project specifications and project plans (each, a “Project Specification”) for each Product they intend to develop under this Agreement.  In addition, from time to time Innova and Guardian may have opportunities to collaborate on projects funded by grants that may be available to either Party.  If these opportunities are in line with Innova’s and Guardian’s overall strategies, the Parties may enter into a Project Specification under this Agreement to pursue and exploit those opportunities.  Except as specified in this Agreement or as required to meet statutory or regulatory requirements, no Project Specification may change the terms of this Agreement.  However, each Project Specification will specify, to the extent reasonably possible, the details and goals of the Product development, evaluation and distribution as set forth in Sections 3 and 4 below.  All Project Specifications must be in the form of the Project Specification for the TB Product that is attached to this Agreement as Exhibit 1.  No Project Specification will be binding on any Party until it has been executed by authorized representatives of that Party.  The term “this Agreement” includes any duly executed Project Specifications, except where the context of the usage of the term does not permit it to include Project Specifications.

3

PRODUCT DEVELOPMENT AND EVALUATION.

3.1

Provision of Testable Material .  At its own expense, Innova will establish and determine in accordance with diagnostic and treatment exigencies, the presentation criteria and protocols for the collection of, and will collect “truthed” (positive and negative for the disease applicable to the Project Specification) project specimens and deliver digital image samples of those specimens to Guardian.  The digital images must be of sufficient quantity for Guardian

to perform proof of concept testing showing the ability of the Signature Mapping™ technology to detect and quantify automatically the targeted areas of interest in actual samples.  

3.2

Proof of Concept Testing .  At its own expense, Guardian will plan, develop and conduct the proof of concept testing described in Section 3.1.  Innova will, in cooperation with Guardian, provide final approval for specifications and requirements for each Product to be so tested pursuant to this Agreement in accordance with the time period specified in the Project Specification.  Innova will cooperate in such testing as reasonably requested by Guardian.  The criteria for determining whether the proof of concept is successful will be set forth in the Project Specification.

3.3

Commercial Product Development .  

(a)

Once the concept has been proven as specified in Section 3.2, Innova will raise the funds specified in the relevant Project Specification to complete the development of the Product.  Innova will make every reasonable effort to obtain the necessary funding (whether from grants or other funding sources, and potentially both from in South Africa and in other countries), but not be under an obligation to provide the funds themselves. Guardian will cooperate in the fundraising efforts as reasonably requested by the Innova, including by providing information in Guardian’s possession as reasonably requested by Innova.  If Innova is not able to find full funding, Guardian may work with other organizations to obtain funds; but in such event Innova will continue to remain committed to the success of the Project and will continue to provide the other support and meets its other obligations under this Agreement with respect to the Project in question .   If Innova is not able to obtain full funding or if the funding is exhausted prior to the completion of development of the Product, Guardian may elect to terminate the Project Specification or to proceed with development, in its discretion.

(b)

The Parties will work together to establish an appropriate development program for each Product such that the Product may be made commercially available.  Such efforts may include establishing Product specifications and requirements and developing and executing clinical Product investigation and validation programs. Product specifications may include descriptions of mutually agreed upon Joint Intellectual Property development. Once the Parties have mutually agreed on the Product development program, the Parties shall mutually agree upon the sole responsibility for the Product development.  

4

PRODUCT DISTRIBUTION.

4.1

Generally .  Unless otherwise specified in the relevant Project Specification, the Parties shall be jointly responsible for identifying and securing distribution for the Products by entering into contracts with third parties (“Distribution/Value Added Reseller Agreements”).  Innova will cooperate in such efforts as reasonably requested by Guardian but will not function as a distributor of the Products unless otherwise specified in a Project Specification.  All Distribution/Value Added Reseller Agreements will contain Intellectual Property and Confidentiality provisions at least as protective of the rights of the Parties as those included in this Agreement.  No Distribution/Value Added Reseller Agreement may preclude Innova from promoting the use and encouraging the purchase of the Products, nor may any Distribution/Value Added Reseller Agreement reduce or eliminate the rights of Innova set forth in Section 4.2.

4.2

Rights of Innova .  

(a)

Guardian will disclose to Innova the value of each Distribution/Value Added Reseller Agreement entered into for the Products.

(b)

Innova will be entitled to receive a mutually agreed upon royalty, on a product by product basis, based on a percentage of the Net Revenue received by Guardian through the Distribution/Value Added Reseller Agreements.   Such percentage shall be clearly delineated in the Product specifications for each product developed.

(c)

If Innova is directly responsible for the sale of a Product to a customer, Innova will be entitled to receive a mutually agreed upon additional commission on a product by product basis, based on the Net Revenue received by Guardian under the sales contract entered into by such customer.  Such percentage shall be clearly delineated in the Product specifications for each product developed. This commission percentage will be in addition to the royalty payable to Innova as provided in Section 4.2(b).  

5

WARRANTY AND DISCLAIMER

5.1

Compliance with Laws .  Each Party warrants that it will, at its cost and expense, obtain all necessary regulatory approvals, licenses, and permits applicable to its business and comply with all laws applicable to its business and the performance of its obligations under this Agreement.

5.2

THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INTEGRATION, PERFORMANCE AND ACCURACY AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

6

LIMITATION OF LIABILITY

6.1

General .  If a Party (the “Claiming Party”) should become entitled to claim damages from another Party (the “Liable Party”) for any reason (including for breach of contract, breach of warranty, negligence or other tort claim), the Liable Party will be liable only for the amount of the Claiming Party’s actual direct damages up to the amounts paid to Innova by Guardian under Section 4.2 with respect to the Project Specification that is the subject of the claim during the eighteen (18) months prior to the month in which the most recent event giving rise to liability occurred; or, (ii) in the case of a claim relating to the Agreement generally, the total amounts paid to Innova by Guardian under Section 4.2 with respect to all Project Specification during the eighteen (18) months prior to the month in which the most recent event giving rise to liability occurred.  In no event, however, will a Party be liable to all the other Parties (in the aggregate for all claims made with respect to this Agreement) for more than the total amounts paid to Innova by Guardian under Section 4.2.  These limits also apply to Consultant’s subcontractors.  They are the maximum liability for which Consultant and its subcontractors are collectively responsible.

6.2

Exclusions of Damages .  In no event will a Party be liable for:  (i) any damages arising out of or related to the failure of another Party or its Affiliates to perform their responsibilities; (ii) any claims or demands of third parties; or (iii) any lost profits, loss of business, loss of data, loss of use, lost savings or other consequential, special, incidental, indirect, exemplary or punitive damages, even if the Party has been advised of the possibility of such damages.  No Party will not be held responsible, or to have failed to meet its obligations under this Agreement, if it either delays performance or fails to perform as a result of any cause beyond its reasonable control.

6.3

Exceptions .  The limitations and exclusions of liability set forth in Sections 6.1 and 6.2 will not apply with respect to any of the following: (i) damages attributable to the intentional torts, unlawful conduct or gross negligence of a Party; (ii) claims that are the subject of indemnification pursuant to Section 6; (iii) damages attributable to a Party’s breach of its obligations with respect to Confidential Information of another Party; or (iv) damages attributable to a Party’s breach of its obligations with respect to Intellectual Property of another Party.

7

INDEMNITIES

7.1

Indemnity by Guardian .  Guardian will defend, indemnify and hold Innova (and their Affiliates, officers, directors, employees, agents and representatives) harmless from any and all third party claims, demands, liabilities, actions, suits, proceedings, losses, damages, judgments, expenses and/or costs (including actual attorneys’ fees and related costs) (collectively, “Claims”) based on or arising out of: (i) a breach by Guardian of any of the terms and conditions of this Agreement; or (ii) any Claim that any Guardian Intellectual Property infringes upon or violates any patent, copyright, trade secret, trade name or trademark, or any other proprietary right of any person not a party to this Agreement.

7.2

Indemnity by Innova .  Innova will defend, indemnify and hold Guardian (and its Affiliates, officers, directors, employees, agents and representatives) harmless from any and all Claims based on or arising out of: (i) a breach by Innova of any of the terms and conditions of this Agreement; or (ii) any Claim that any Innova Intellectual Property infringes upon or violates any patent, copyright, trade secret, trade name or trademark, or any other proprietary right of any person not a party to this Agreement.

7.3

Indemnification Procedures .  Each Party’s indemnification obligation in this Article 7 is conditioned on the indemnitee(s) cooperating fully in all respects in defense of the Claim, providing prompt notification of the Claim, and mitigating any actual or potential damages to the extent reasonably warranted after receiving notice of the Claim.  Each Party also represents and warrants to the other that it is not aware of any Claim subject to this Article 7 as of the Effective Date.

8

CONFIDENTIALITY.

8.1

Confidential Information .  “Confidential Information” means any information disclosed by any Party in writing, orally or by inspection of tangible objects (including information exchanged in contemplation of entering into this Agreement):  (i) in tangible form and marked or designated in writing in a manner to indicate it is confidential or a trade secret; or (ii) in intangible form and that either is of a nature that a reasonable person would understand to be confidential or a trade secret or is identified as confidential or a trade secret in a writing provided to the receiving party within thirty (30) business days after disclosure.  Confidential Information will not, however, include any information that (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing Party; (ii) becomes publicly known through no action or inaction of the receiving Party; (iii) is already in the possession of the receiving Party without obligation of confidentiality at the time of disclosure by the disclosing Party; (iv) is obtained by the receiving Party from a third party without obligation of confidentiality;or  (v) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information.

8.2

Nondisclosure .  Confidential Information will remain the property of the furnishing Party, and the receiving Party will not be deemed by virtue of this Agreement or any access to the furnishing Party’s Confidential Information to have acquired any right, title or interest in or to the Confidential Information.  The receiving Party agrees:  (i) to hold the furnishing Party’s Confidential Information in strict confidence affording the furnishing Party’s Confidential Information at least the same level of protection against unauthorized disclosure or use as the receiving Party normally uses to protect its own information of a similar character, but in no event less than reasonable care; (ii) to limit disclosure of the furnishing Party’s Confidential Information to personnel having a need to know the information for the purposes of this Agreement; (iii) not to disclose any such Confidential Information to any third party; (iv) to use the furnishing Party’s Confidential Information solely and exclusively in accordance with the terms of this Agreement in order to carry out its obligations and exercise its rights under this Agreement; and (v) to notify the furnishing Party promptly of any unauthorized use or disclosure of the furnishing Party’s Confidential Information and cooperate with and assist the furnishing party in every reasonable way to stop or minimize such unauthorized use or disclosure.

8.3

Compelled Disclosure .  If the receiving Party receives a subpoena or other valid administrative or judicial notice requesting the disclosure of the furnishing Party’s Confidential Information, the receiving Party will promptly notify the furnishing Party.  If requested, the receiving Party will provide reasonable cooperation to the furnishing Party in resisting or limiting the disclosure at the furnishing Party’s expense.  Subject to its obligations stated in the preceding sentence, the receiving Party may comply with any binding subpoena or other process to the extent required by law, but will in doing so make every effort to secure confidential treatment of any materials disclosed.

8.4

Return or Destruction .  Upon termination or expiration of this Agreement, the receiving Party, at the furnishing Party’s option, will return or destroy all Confidential In