LICENSE AGREEMENT

make, have made, use, lease, sell and import Licensed Products for the legal purposes of researching, developing, manufacturing, assembling, distributing, and selling the Licensed Products;

convey to any customer of the Licensee, with respect to any Licensed Product which is sold or leased to such customer, rights to use and resell such Licensed Product as sold or leased by Licensee (whether or not as part of a larger combination); provided, however, that no rights may be conveyed to customers with respect to any Invention which is directed to (i) a combination of such Licensed Product (as sold or leased) with any other product, (ii) a method or process which is other than the inherent use of such Licensed Product itself (as sold or leased), or (iii) a method or process involving the use of a Licensed Product to manufacture (including associated testing) any other product.

Within five (5) business days of the Effective Date:

At  the end of every calendar quarter, Licensee shall pay Owner a royalty of 5% of Fair Market Value of:

any service performed by Licensee or any of its Related Companies that directly or indirectly uses Licensed Product.

Obligations to pay royalties shall survive termination of this License and the expiration of any Patent.  The accrual of royalties shall cease upon termination of this License or the expiration of the subject Intellectual Property.

Notwithstanding any other provisions, royalty shall accrue and be payable only to the extent that enforcement of the Licensee's obligation to pay such royalty would not be prohibited by applicable law.

The Licensee shall keep full, clear and accurate records with respect to all Licensed Products and shall furnish any information which Owner may reasonably request from time to time to enable Owner to ascertain the proper royalty due on account of (a) Licensed Products sold, leased and put into use by the Licensee or any of its Related Companies, and (b) services performed by Licensee or any of its Related Companies that directly or indirectly uses Licensed Product.  Owner shall have the right through its accredited auditors to make an examination, during normal business hours, of all records and accounts bearing upon the amount of royalty payable to him.  Prompt adjustment shall be made to compensate for any errors or omissions disclosed by such examination.

No refund, credit or other adjustment of royalty payments shall be made by Owner except as provided in this Section 2.3.  Rights conferred by this Section 2.3 shall not be affected by any statement appearing on any check or other document, except to the extent that any such right is expressly waived or surrendered by a party having such right and signing such statement.

Within thirty (30) days after the end of each quarterly period ending on March 31 ^st , June 30 ^th , September 30 ^th , or December 31 ^st , commencing with the quarterly period during which this Agreement becomes effective, the Licensee shall furnish to Owner at the address specified by Section 7.5 a statement certified by a responsible official of the Licensee showing in a manner acceptable to Owner:

all services performed by Licensee or any of its Related Companies that directly or indirectly used Licensed Product, the gross sales received by the services, and the Fair Market Value of such services;

if no Licensed Product has been so sold, leased or put into use or if no services have been performed, the statement shall show that fact.

Overdue payments hereunder shall be subject to a late payment charge calculated at an annual rate of three percent (3%) over the prime rate or successive prime rates (as posted in New York City) during delinquency. If the amount of such charge exceeds the maximum permitted by law, such charge shall be reduced to such maximum.

Intellectual Property Rights.  Owner shall have no obligation to license or assign any future patents, trademarks, or trade secrets except as specifically and explicitly granted by this Agreement.

Return of Royalty.  Owner shall have no duty to return to Licensee any prior payments, royalties, stock, stock options, or reimbursements unless such payments were made in error.  Error means a mutual mistake of fact, and shall not include the failure to obtain a patent, cancellation of a Patent for any reason, or a successful challenge to the Intellectual Property by a third party.

Costs.  Licensee shall reimburse Owner for all IP Costs incurred on behalf of Licensee.  Licensee shall also be liable for pre-paid IP Costs incurred prior to the Effective Date of this Agreement, including the costs of provisional and non-provisional applications that are filed to preserve Intellectual Property. Reimbursement for pre-paid IP Costs shall occur within 12 months of the Effective Date.

Extension of Application.  By written notice to Owner and at least ninety (90) days before the non-extendable due date for the filing of a national phase application of an Application, Licensee shall elect those countries or authorities in which it desires to file a patent application based on the Application.  Intellectual Property rights in an unelected country shall revert to Owner.

Notice to Licensee.  Before payment of any IP Cost, Owner shall notify Licensee for a time period being the lesser of (i) at least sixty (60) days before the IP Cost is due or (ii) as soon as is practicable after receiving knowledge of the IP Cost.  The notice will identify (i) the Application or Patent, (ii) the country, (iii) the reason for the IP Cost, and (iv) the Due Date for payment.  Licensee shall then affirm or deny payment.  Affirmation of payment must be received by Owner within fourteen (14) days of the mailing date of the notice or the Licensee shall be deemed to have denied payment.

If Licensee denies payment, License shall have no obligation to pay IP Costs associated with the Application or Patent  in that country, but the license and all associated rights for that Application or Patent shall revert to Owner.

Reimbursement by Licensee.  Licensee shall prepay Owner for any affirmed IP Cost before payment is to be made by Owner.  Owner shall have no duty to pay an IP Cost for which Owner does not receive prepayment.  If Licensee does not pay Owner by the Due Date, the Application or Patent shall revert to Owner as if Licensee had denied payment under section 3.3(b).

Reversion of License.  If a reversion occurs under this Article, the license in that country in which reversion has occurred will be terminated, and Licensee shall have no further right in the Application or Patent for that country.  The right shall revert to Owner who will then have the right to pursue protection for the reverted Application or Patent.  Owner has no further duty to Licensee for a reverted Application or Patent.

Enforceability.  Licensee and its Related Companies shall take no action, directly or indirectly, that challenges, contests, impairs,   invalidates, or tends to impair or invalidate any of Owner's   rights in the Patents.

Indemnification.  Licensee shall indemnify and hold harmless Owner, its managers, officers, directors, members, employees, agents, successors and assigns to the fullest extent permitted by law in any Lawsuit by Licensee, Related Company, or a third party.  Indemnification shall include any and all Litigation Costs.

At the request of Owner, Licensee shall procure a comprehensive business insurance policy for at least $5 million naming Owner as the insured.  Coverage shall protect at least against acts of Licensee’s employees; injuries to members of the public resulting from faulty products or services; contractual agreements under which liability of others is assumed; and comprehensive liability.  Licensee understands that indemnification shall not be limited to the amount of insurance.

Payment of Litigation Costs.  Owner may submit Litigation Costs to Licensee when paid by Owner and Licensee shall pay Owner the Litigation Costs within 30 days of receipt.  In the event Litigation Costs include a court ordered payment, Owner can submit the court order to Licensee and Licensee shall pay the court ordered payment to Owner.

Breach.  In the event of a breach of this Agreement by either party, the other party may, in addition to any other remedies that it may have, at any time terminate all licenses and rights granted by it hereunder by not less than one (1) month’s written notice specifying such breach, unless within the period of such notice all breaches specified therein shall have been remedied.  The failure of a party to notify a breaching party shall not be considered a waiver.

Insolvency or Dissolution.  Owner, at its sole discretion, may terminate this Agreement if:

Licensee dissolves or attempts to dissolve either voluntarily or involuntarily.

Devaluation of Stock.  Owner may terminate this Agreement if Licensee devalues or attempts to devalue the stock or any stock options (collectively, the “Stock”) derived from or issued under Article 2.  Devalue means (a) cancelling the Stock, or (b) impairing the right to sell or leverage the Stock.

Effect of Termination.  Upon any termination of this Agreement:

Licensee may, for up to 60 days continue to sell and offer for sale its remaining inventory of Licensed Products, and on the 61 ^st day destroy or offer for sale to Owner such remaining inventory;

Licensee shall provide Owner with all copies of research data, records, notes, memorandum, and reports that were obtained from research or development efforts arising from the Applications, Patents, Intellectual Property, or Licensed Product.

Litigation Costs.  In the event of a dispute between Owner and Licensee, Licensee shall pay all costs arising from the dispute.  Dispute costs can include, but are not limited to, attorneys’ fees, travel expenses, court costs, expert witness fees, and any settlement.

Public Company.  Owner has the option of terminating this Agreement if Licensee’s stock is not publically traded by April 1, 2011.  This termination option shall survive for so long as this condition persists.

Duty of Diligence.  Licensee shall exercise reasonable diligence to affect the introduction of Licensed Products into the commercial market.  Licensee further agrees to ensure proper, safe, fair, lawful and reasonable development and exploitation of the commercial market for Licensed Products.  Failure of Licensee to materially comply with the provisions of this paragraph shall be considered a material breach of this Agreement.

Disclaimer.  Neither party makes any representations, extends any warranties of any kind, assumes any responsibility or obligations whatever, or confers any right by implication, estoppel or otherwise, other than the licenses, rights and warranties herein expressly granted.  Owner makes no warranties whether express, implied or statutory, written or oral.

All consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations, or filings with, any governmental authority required on the part of Licensee in connection with the valid execution and delivery of this Agreement, the offer, sale or issuance of the stock to Owner or the consummation of any other transactions contemplated hereby shall have been obtained, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices shall be filed within thirty (30) days of the effective date of this Agreement.

The shares of Licensee being issued to Owner pursuant to this Agreement will be validly and legally issued and not subject to any security interests, liens, pledges, charges, encumbrances or proxies of any kind.

Licensee will support the removal, subject to and in accordance with SEC and other legal regulations, of the restriction on all of Owner’s shares that are issued to Owner by Licensee.  Licensee will make a reasonable effort to provide within ten business days of Owner’s request, an opinion of corporate counsel and any other documentation required to remove the restriction.  Licensee will not in any way inhibit the lawful transfer of the Licensee stock held by Owner.

Licensee agrees that Licensee will be and remain a reporting company to the Securities and Exchange Commission (SEC) that  is current in all of its reporting obligations at all times.  As of April 1, 2011 and thereafter, Licensee agrees that Licensee will have filed with the SEC, and will continue to file with the SEC, all reports required under the Exchange Act for the preceding twelve months that meet the requirements under SEC Rule 144(i)(2) to cure its shell status or blank check company status, and Licensee will have filed with the SEC at least twelve months prior, and continue to file as necessary with the SEC, current “Form 10 information”, as defined in current SEC Rule 144(i)(3), reflecting that Licensee has ceased being a shell company and reflecting its status as an entity that is no longer an issuer as described in current SEC Rule 144 paragraph (i)(1)(i). As of April 1, 2011 and continuing thereafter, Licensee (a) must have ceased being a shell company, (b) must be subject to the 1934 Exchange Act, (c) must have filed Form 10-like information at least 12 months prior, (d) must have filed all reports required by Rule 144(c) during the prior 12 months, and (e) must have fulfilled all SEC requirements, in effect, on the part of Licensee, necessary to make the use of Rule 144 available. See Exhibit B attached for Rule 144(i).

In order to prioritize the obligation of Licensee to remain a reporting company with the SEC and to remain current in its reporting obligations, Licensee agrees that  as of the Effective Date of this Agreement, Licensee will not pay any monet