EXHIBIT 10.1 License and Exclusive Distribution Agreement

This License and Exclusive Distribution Agreement (“Agreement”) is entered into as of the effective date set forth below as per the signatures of the parties hereto (“Effective Date”), by and between Homeland Security Network Inc., a Nevada corporation having its principal office at 2500 Legacy Drive, Frisco, Texas 75034 (“Homeland” or “Licensee”) and Advantra International NV, a Belgium corporation having its principal office at Bootweg 4, B 8940 Wervik, Belgium (“Advantra” or “Licensor”). For the purposes of this agreement, Licensee and Licensor are described collectively as “The Parties”, or individually as a “Party”.

WHEREAS, Licensor has developed and owns the designs for selected Hardware and Firmware   as more fully set forth in “ Schedule C ” (“ Kepler”) ;

WHEREAS, Licensee wishes to license from Licensor during the Term (defined in Section 1 hereof), Kepler and other Derivative GPS and Tracking Products for the purpose of Exclusive Distribution in the Exclusive Territory (defined in Section 1 hereof);

WHEREAS, Licensee wishes to distribute Kepler and other Derivative GPS and Tracking Products and new firmware functions developed by Licensee for the purpose of Exclusive Distribution to third parties in the Exclusive Territory; and

WHEREAS, Licensee agrees not to produce directly or indirectly, nor to participate in, nor to promote the copying, partially copying or the reverse engineering of Kepler or the Kepler Derivative Products, and whereas, Licensee agrees to buy the Kepler and Derivative Products only and in all cases from Licensor. The Kepler and Kepler Derivative Products Source Code will not be used, directly or indirectly, nor partially, for other products than for the Licensor Products.

WHEREAS, Parties agree that Licensor will have a right of first refusal for the manufacturing and distribution of new products for Licensee. Licensor has a period of 30 days to come with a determination whether Licensor is interested in manufacturing, and a further 45 days to present a cost effective plan.

WHEREAS, concurrently with the execution of this Agreement, the Parties are executing a Kepler Purchase Agreement (the “Kepler Purchase Agreement”) pursuant to which the Licensee will purchase Kepler Products from Licensor.

NOW THEREFORE, in consideration of and subject to the premises and covenants contained in the General Terms and Conditions and any Schedules and Amendments to this Agreement, all attached hereto, which are made an integral part of this Agreement, and intending to be legally bound, Licensee and Licensor have caused this Agreement to be executed by their duly authorized representatives on the Effective Date set forth below.

Licensee:

Homeland Security Network, Inc.

By: /s/s Charles Norman

Charles Norman

President and CEO

Licensor:

Advantra International NV

By: /s/ Frédéric Boes

Name: Frédéric Boes

CTO

Effective Date: April 14, 2005

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1. Definitions . The following defined terms are used in this Agreement.

1.2 “Confidential Information” means any information of a party, which is reduced to or embodied in a tangible form and which is either marked as confidential or designated in writing at the time of disclosure or within ten (10) Business Days thereafter as being Confidential Information. Confidential Information does not include information which: (i) was in the receiving party’s possession without restrictions of confidentiality prior to receipt by the other party; (ii) is or becomes public knowledge because of events other than an act or failure to act by the receiving party or anyone under the receiving party’s direct or indirect control; or (iii) is or has been independently developed by the receiving party, provided that such development was accomplished by the receiving party or on its behalf without the use of, or any reference to, Confidential Information.

1.3 “Derivative Product” means a Product that is developed, producted and/or based upon the Kepler, iTrax or other pre-existing Product(s) of the Parties set forth in Schedule C .

1.4 “Designated Licensee Contacts” mean the employees, authorized consultants, and other appropriately authorized designees of Licensee authorized to receive Support Services. The initial Designated Contacts are identified on the Licensee Information Schedule attached hereto as Schedule D(1).

1.5 “Designated Licensor Contacts” mean the employees, authorized consultants, and other appropriately authorized designees of Licensor authorized to provide Support Services. The initial Designated Contacts are identified on the Licensor Information Schedule attached hereto as Schedule D(2).

1.6 “Distribute” means to market, promote, sell, distribute, appoint sub-distributors to any Person, including a Subsidiary of the licensee. A Distribution shall be deemed to have occurred at the earliest time that the item Distributed is shipped or otherwise leaves the possession of the Licensee.

1.7 “Effective Date” is defined in the preamble to this Agreement.

1.8 “Exclusive Territory” means the United States of America and Canada.

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1.9 “Firmware” means the executable code, source code and Object files embedded in the KEPLER and Derivative Products.

1.10 “Intellectual Property Rights” means all forms of intellectual property rights and protections that may be obtained and may include, without limitation all right, title and interest in and to: (i) all letters patent and all filed, pending or potential applications for letters patent, including any reissue, reexamination, division, continuation or continuation-in-part applications throughout the world now or hereafter filed; any intellectual property unknown to either party prior to disclosure by the disclosing party (iii) trade secrets, and all trade secret rights and equivalent rights arising under the common law, state law, federal law and laws of foreign countries; (iv) mask works, copyrights, whether or not protected by copyright or as a mask work, under common law, state law, federal law and laws of foreign countries; and (v) Marks.

1.11 “KEPLER” and ‘iTrax” are defined in the preamble to this Agreement and means the items listed in Schedule C .

1.12 “Licensor” is defined in the preamble to this Agreement.

1.13 “Licensee” is defined in the preamble to this Agreement.

1.14 “Licensee Products” means those products described as iTrax, and/or products which contain Licensee’s exclusive intellectual property, firmware provided by Licensee to Licensor and other enhancements to the firmware exclusively by Licensee defined within this agreement, or subsequently identified Products in subsequent agreements as Exclusive Products of the Licensee.

1.15 “Licensor Products” means those products described as Kepler, and/or products which contain Licensor’s exclusive intellectual property, provided firmware and other enhancements to the Licensor’s hardware or firmware defined within this agreement, and subsequently identified Products in subsequent agreements as Exclusive Products of the Licensor, except OEM Products.

1.16 “Marks” mean the proprietary indicia, trademarks, trade names, symbols, logos and/or brand names under common law, state law, federal law and laws of foreign countries owned or controlled by a party that are commercially identified or associated with such party and/or one or more of the party’s products, which are listed on the Marks Schedule attached hereto as Schedule E and which may be added to such Schedule by the parties from time to time during the Term.

1.17 “Modification Error” means any problem introduced through modifications to KEPLER or Derivative Product made by a party other than Licensor, unless the modification was made at Licensor’s specific written direction.

1.18 “Person” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, institution, public benefit corporation, entity or government, including, without limitation, any Subsidiary, instrumentality, division, agency, body or department thereof.

1.19 “Severe Error” means when KEPLER or Derivative Product fails to function according to its published documentation and Licensee is unable to proceed without a fix to the problem or a workaround solution provided by Licensor. Modification Errors are not Severe Errors.

1.20 “Source Code” means machine- or human-readable program code expressed in a form suitable for modification by humans.

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1.21 “Subsidiary” means a Person in which the specified party owns a majority of the outstanding shares, securities, or other ownership interests representing the right to vote for the election of directors or other managing authority; provided, however, that in any country where the local law does not permit foreign equity participation of at least 50%, a “Subsidiary” shall include any Person organized under the laws of such country in which the specified party owns the maximum percentage of outstanding shares or other ownership interests permitted by local law, so long as the specified party exercises actual control over the Person’s operations. A Person will be deemed to be a Subsidiary only so long as such ownership exists.

1.22 “Support Services” means the Support Services set forth in Schedule B attached hereto.

1.23 “Term” means the initial term and any renewal terms as set forth in Section 13.

1.24 “Third Party Agreements” means agreements that The Parties may execute with a person that is not a subsidiary or wholly owned entity of The Parties.

1.25 “OEM” or ‘Original Equipment Manufacturer” means to develop and/or manufacture Products, either on a standalone basis or as part of another company’s product, where the product is branded under the other company’s name.

1.26 “Agreements” means both this Agreement and the Kepler Purchase Agreement, both to be signed and become effective as of the same signature date.

1.27 “Back-end” means those services that could include, but not limited to, software, communications, or other technology required to operate the system, but excluding the KEPLER device itself and the attached accessories.

1.28 “Change of Control” shall mean a bona-fide change in the majority voting control of Licensor or Licensee.

1.29 “iTrax” shall mean any Kepler or Derivative Product sold by Licensee irrespective of the Mark or brand name used.

2.0 License Grants, Source Code Escrow and Release and Exclusivity .

2.1 Grant of License to Licensee . Licensor grants a license, subject to the terms and conditions of this Agreement and specifically subject to the exceptions carved out in Art. 2.9 and 2.11, solely for the purposes of enabling Licensee to develop Firmware enhancements to Licensee’s Products and support and maintain such products as described in Schedule B on the terms and conditions set forth therein, Licensor hereby grants Licensee, during the Term and subsequent renewal Terms, an exclusive, non-transferable (except as set forth in Section 2.12 below) license in the Exclusive Territory to:

(a) install, store, read, copy, modify, use and create KEPLER or Kepler Derivative Products Software Source Code;

(b) compile into executable form the Software Source Code for the KEPLER or Kepler Derivative Products;

(c) execute and use the executable or Object Code resulting from such compilation; and

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(d) install, store, read, modify, copy, use and create any related technical and user documentation provided to Licensor by Licensee, that Licensee may need to perform their necessary commercial obligations under this agreement, subject to the confidentiality provisions of this agreement.

2.2 Grant of License to Licensor . Licensee grants a license, subject to the terms and conditions of this Agreement and solely for the purposes of enabling Licensor to utilize Firmware enhancements made by Licensee to Licensor’s Firmware or Products and support and maintain their obligations to provide the Hardware of such products as described in Schedule C on the terms and conditions set forth therein. Licensee hereby grants Licensor, during the Term and subsequent renewal Terms, an exclusive, free, non-transferable license, except in the Exclusive Territory and except as set forth in Section 2.12 below, to:

(a) install, store, read, copy, modify, use and create the Licensee’siTrax and Derivative Products Software Source Code;

(b) Compile into executable form the Licensee’s Software Source Code for the iTrax and Derivative Products to execute their commercial obligations under this agreement;

(c) Embed the executable or Object Code on hardware produced for Licensee resulting from such compilation; and

(d) install, store, read, modify, copy, use and create any related technical and user documentation provided to Licensor by Licensee, that Licensor may need to perform their necessary commercial obligations under this agreement, subject to the confidentiality provisions of this agreement.

2.3 Grant of Source License to Licensor . Subject to the terms and conditions of this Agreement and solely for the purposes of enabling Licensor to embed modified firmware supplied by Licensee in the KEPLER or Derivative Products in Object Code form in Licensee’s Products and to support and maintain such products, Licensee grants to Licensor, during the Term and subsequent Terms thereafter an exclusive, free, non-transferable (except as otherwise set forth herein) worldwide license to:

(a) install, store, read, copy, modify, use and create versions of the Licensee’s iTrax and Derivative Product Source Code;

(b) compile into executable or Object Code form the Licensee’s iTrax and Derivative Products Source Code thereof;

(c) use the executable or Object Code resulting from such compilation; and

(d) install, store, read, modify, copy, use and create any related technical and user documentation provided by Licensee to Licensor.

2.4 Licenses to Licensee . In the event Licensor desires to market, distribute and/or sell the Kepler or other Derivative products that contain, utilize or otherwise would commercially benefit from Licensee’s intellectual property, Firmware, Marks, or other as yet defined, but exclusive intellectual or commercial property of the Licensee, the Licensor agrees to pay the Licensee a royalty for each Kepler or Derivative Product that utilizes Licensee’s intellectual property, Firmware, Marks, or other as yet undefined, but exclusive intellectual property of the Licensee. Such Royalty shall be determined and agreed upon by the parties and set forth in a separate agreement, at reasonable commercial terms. Derivative products, modifications, corrections, and enhancements on Kepler or the Kepler Derivative Products, as developed by licensee, but excluding Licensee’s pre-existing intellectual property, Firmware, Marks, or other as yet defined, but exclusive intellectual or commercial property of the Licensee, will be the co-ownership of Licensor and Licensee and and each will have the right to use such modifications, corrections and enhancements.

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2.5 Grant of License to Use Marks . Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, during the Term and continuing indefinitely thereafter, a license to use Licensor’s Marks in accordance with Section 6 of this Agreement.

2.6 Distribution Conditions . The licenses granted under Sections 2.1 and 2.2 are conditioned upon and subject to the following restrictions:

(a) Licensee, Licensee’s customers and Licensee’s Distributors shall not publish in any manner the knowledge developed in KEPLER and/or KEPLER and any Derivative Work thereof for use with non-Licensee Products and/or on any non-Licensee supplied client viewer.

(b) Licensee may distribute and may permit a distributor to distribute Licensor’s Products under Section 2.2 only if such distribution is subject to a written license agreement with the Licensee customer, or at Licensee’s option, a “shrinkwrap” or Internet “click” form of agreement. All such license agreements must contain provisions that:

(i) provide that the Licensee customer may only use the Licensee Product for its own internal business purposes and prohibit the Licensee customer from sub-licensing, transferring or otherwise disclosing the Licensee Product or any portion thereof to any other Person;

(ii) require the Licensee customer to retain and/or affix to any copies of the Licensee Product those Marks or other proprietary notices that appear on or in the original or as designated by Licensor;

(iii) contain the agreement of the Licensee customer not to reverse engineer or reverse compile or disassemble the Licensee Product to attempt to gain access to the underlying Source Code; and

(iv) Each Distributor must enter into a written agreement with its supplier of Licensee Products (i.e., Licensee or another Distributor) before any such Licensee Product is furnished to that Distributor. Such agreement must include provisions consistent with this Section and containing the relevant substance of this Section and which are not contradicted by or in conflict with other provisions in such agreement or any other agreement relating to the Licensee Products.

(c) Licensee shall use its best efforts to enforce all such license agreements with Distributors and Licensee customers to the extent Licensee does so with its own products, but at a minimum, Licensee shall use no less than commercially reasonable efforts in enforcing such license agreements.

(d) Licensor, when distributing Licensees Products, as defined under this Agreement, shall also abide by and comply with the terms and conditions set forth in this Section.

(e) Licensee shall send a copy of each sub-distribution contract entered into by Licensee pursuant to this license to Licensor within 3 (three) business days of execution of such agreement.

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2.7 Source Code Escrow and Release to End-Users .

(a) Source Code Escrow with a Third Party Escrow Agent, only when required as a condition of a large commercial and/or governmental contract and only after written approval from Licensor.

(i) To satisfy potential escrow requirements of Licensee’s major customers, Licensee may escrow a copy of the KEPLER Source Code with a single third party escrow agent located in the United States that is mutually acceptable to Licensor and Licensee. The terms of the escrow with the escrow agent shall be mutually acceptable to Licensor, Licensee and the escrow agent.

(ii) Licensee shall promptly notify Licensor of the identity of any Licensee customers for which it wants to escrow a Source Code copy of the Licensee Products,

(b) Release of Source Code to End-Users.

(i) If Licensee becomes insolvent, or Licensor becomes insolvent, is unwilling or unable, itself or through a designated third party, to provide support services to Licensee customers, then those Licensee customers who (1) currently have a fully-paid support agreement with Licensee for Licensee Products, and (2) upon licensing the Licensee Products, required Licensee to escrow the Source Code of Licensee Products, may request that the escrow agent release a copy of the Source Code of the Licensee Products, including KEPLER and/or Derivative Products (as the case may be), to such Licensee customer.

(ii) Upon receipt of such request, the escrow agent will promptly notify Licensor of such request. Licensor will have twenty (20) Business Days from the receipt of such request to, in good faith, contest the release of the Source Code of the Licensee Products, including KEPLER and/or Derivative products (as the case may be), to the Licensee Customer. If Licensor contests such release, then the Source Code of the Licensee Products, including KEPLER and/or KEPLER (as the case may be), shall not be released to the Licensee Customer until such dispute is resolved.

(iii) If Licensor does not contest such release within twenty (20) Business Days of the receipt of the request to release the Source Code of the Licensee Products, including KEPLER and/or Derivative products (as the case may be), then the Source Code of the Licensee Products, including KEPLER and/or Derivative products (as the case may be), shall be released to the Licensee customer, and, upon such release, the Licensee customer is hereby granted a limited, non-exclusive, non-transferable perpetual license to use the Source Code of the Licensee Products, including KEPLER and/or Derivative products (as the case may be), solely for the maintenance and support of its use of the Licensee Products as specified in its license agreement with Licensee. The Licensee customer may not distribute to any third party in any manner the Source Code of the Licensee Products, including KEPLER and/or Derivative products (as the case may be), or any portion thereof.

2.8 No Restrictions on Future Development . Neither party shall be restricted from developing products or functions for KEPLER or Derivative products.

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