AFFLIATE AGREEMENT

 

 

 

 

 

 

 

 

 

 

                                  EXHIBIT 10.1

 

                     AFFLIATE AGREEMENT DATED JULY 15, 2005

 

<PAGE>

 

 

 

                               AFFILIATE AGREEMENT

 

         This Agreement entered into as of the Effective Date by and between

Link Plus Corporation and Axiometric, LLC.

 

                                    RECITALS

 

         WHEREAS, Axiometric has developed certain computer software including

wireless mesh networking technology and AMR devices and systems;

 

         WHEREAS, LKPL has developed certain radio devices and systems along

with hardware manufacturing capacities and plans to develop AMR devices and

systems;

 

         WHEREAS, LKPL and Axiometric believe it will be in their mutual best

interests to cooperate in further developing AMR product suites by creating a

preferred provider relationship between themselves;

 

         WHEREAS, LKPL and Axiometric entered into a Letter of Intent dated May

3, 2005, and now desire to further describe their relationship as initially set

forth in the non-binding portions of that Letter of Intent.

 

         NOW, THEREFORE, in consideration of the mutual promises contained

herein, the fees to be paid in connection therewith, and other good and valuable

consideration, the sufficiency of which is hereby acknowledged, the parties

intending to be legally bound, hereby agree as follows:

 

1.       DEFINITIONS

 

         1.1      Throughout this Agreement, and unless the context otherwise

                  requires, the terms shown on Exhibit A (whether or not

                  capitalized) shall have the meanings there specified. If other

                  terms are defined in the text of this Agreement, then

                  throughout this Agreement, those terms shall have the meanings

                  respectively ascribed to them.

 

2.       OFFICE SPACE

 

         2.1      During the term of this Agreement, LKPL will provide

                  Axiometric with a license to use office space in LKPL's

                  corporate facility in Columbia, Maryland, free of charge.

 

         2.2      LKPL will allow Axiometric to use enough office space for two

                  individuals and associated equipment in locations convenient

                  for LKPL's purposes for as long as that space is available and

                  not needed by LKPL for its own purposes. Axiometric will have

                  access to LKPL's telephone system, internet connections,

                  conference room, and printers.

 

<PAGE>

 

 

         2.3      If LKPL requires space used by Axiometric for LKPL's own

                  purposes, then LKPL will attempt in good faith but without

                  having any obligation to continue to provide Axiometric with

                  comparable space. If LKPL deems itself unable to continue to

                  provide Axiometric work space without expanding LKPL's

                  facilities, and if LKPL determines it will be in its own best

                  interests to expand its facilities, then LKPL will afford

                  Axiometric the opportunity to lease space in the new

                  facilities under a mutually acceptable separate commercial

                  rental agreement. If Axiometric does not then wish to rent

                  office space from LKPL, then LKPL may terminate Axiometric's

                  license to use work space in LKPL's facility upon 60 days

                  notice.

 

         2.4      Axiometric shall be solely responsible for providing all

                  equipment, furniture, supplies and other personal property

                  that Axiometric deems appropriate to operate its business.

                  LKPL will have no obligation to provide any special facilities

                  or infrastructure unless otherwise negotiated.

 

         2.5      LKPL will have no liability whatsoever for any of Axiometric's

                  equipment, furniture, supplies or other personal property;

                  Axiometric will use the space at its sole risk.

 

         2.6      Axiometric will have the right to terminate the license to use

                  the office space and to move out of the office space at any

                  time upon two weeks notice.

 

         2.7      Axiometric must at all times use the office space strictly in

                  accordance with terms and conditions stated in LKPL's lease

                  for the space.

 

         2.8      Axiometric must indemnify and hold LKPL and its officers,

                  directors, stockholders, agents, contractors, employees and

                  guests (collectively, the "Indemnified Parties") harmless from

                  and against any and all Loss that the Indemnified Parties may

                  incur arising from or relating to Axiometric use of the office

                  space, including but not limited to any Loss suffered by the

                  Indemnified Parties as a result of any negligent acts or

                  omissions of Axiometric, its employees, agents, contractors

                  and representatives, or anyone else working under Axiometric

                  or in the office with the permission of Axiometric.

 

 

3.       AUTOMATIC METER READING

 

         Axiometric and LKPL agree to jointly pursue accessing and commercially

         penetrating the AMR market by developing a suite of qualified and

         commercially marketable product suites for that market, marketing and

         selling that suite of products. The following shall be the general

         roles and responsibilities of the two companies with respect to AMR

         efforts:

 

 

<PAGE>

 

 

         3.1      AMR Products

 

                  3.1.1    Water Meter Development: Axiometric and LKPL are

                           jointly developing an AMR product for remote reading

                           of residential water utility meters (hereafter the

                           Water Meter). The Water Meter is a hardware device

                           with integral software. The software includes, under

                           license, the Axiometric wireless mesh networking

                           intellectual property. The Water Meter is capable of

                           interfacing with a variety of water meter registers,

                           recording water usage, logging various exceptional

                           conditions, and reporting them via a radio link. The

                           Water Meter is also capable of forming a mesh network

                           with other Water Meters to extend the radio reporting

                           range using the aforementioned Axiometric mesh

                           networking intellectual property. The Water Meter

                           software and hardware are based on existing

                           Axiometric electric meter AMR hardware and software

                           products; joint ownership of the Water Meter does not

                           convey joint ownership of those existing products or

                           of the mesh networking intellectual property.

 

                           New software and hardware designs and intellectual

                           property developed in the course of the Water Meter

                           development are jointly owned; specifically, the

                           algorithms used to collect data directly from a Water

                           Meter using a point-to-point link (drive-by data

                           collection), the specific hardware designs related to

                           water register interface, battery power management,

                           and other intellectual property specifically

                           described and mutually agreed in writing as

                           amendments to this Agreement. Joint ownership conveys

                           to each party individually the right to use, sell,

                           modify, and create derived works from said

                           intellectual property, as well as the right to

                           sub-license these rights to others.

 

                  3.1.2    Energy AMR Product Suite: Axiometric has developed an

                           AMR product suite for use in energy (electric)

                           metering consisting of a meter insert for interfacing

                           to energy meters, recording usage and exceptional

                           conditions, and transmitting the information via

                           radio to a central collector. Axiometric has also

                           developed mesh networking intellectual property to

                           allow the meter inserts to relay information from

                           insert to insert thus extending the range and

                           reliability of such information transmissions.

                           Axiometric has also developed a central collection

                           unit (hereafter Mesh Controller or Gateway) capable

                           of collecting usage and other information from a

                           large number of meter inserts and relaying that

                           information onto another communications medium

                           (radio, GSM, etc.) for delivery to a processing