BRAND LICENSING AGREEMENT

BRAND LICENSING AGREEMENT

This BRAND LICENSING AGREEMENT (this “ AGREEMENT ”) dated as of October 31, 2008, is by and between Brink’s Network, Incorporated, a Delaware corporation (“ LICENSOR ”), and Brink’s Home Security Holdings, Inc., a Virginia corporation (“ LICENSEE ”).

W I T N E S S E T H

WHEREAS The Brink’s Company and LICENSEE are parties to a Separation and Distribution Agreement dated as of October 31, 2008 (the “ SEPARATION AND DISTRIBUTION AGREEMENT ”), pursuant to which, among other things, The Brink's Company and LICENSEE agreed that LICENSOR and LICENSEE shall execute a brand licensing agreement; and

WHEREAS, LICENSEE desires to provide SERVICES, as hereinafter defined, and to market PRODUCTS, as hereinafter defined, utilizing the TRADE SYMBOLS, as hereinafter defined, in the TERRITORY, as hereinafter defined, under grant of license by LICENSOR.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:

Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the SEPARATION AND DISTRIBUTION AGREEMENT.  For the purposes of this AGREEMENT, the following terms shall have the following meanings:

“ BHS DOMAIN NAMES ” shall mean each of mybrinks.com , brinksbusinesssecurity.com , brinkshomesecurity.com , brinkshometechnologies.com , brinksauthorizeddealer.com and brinkshomesecurityholdings.com .

“ BHS TRADE SYMBOLS ” shall mean any of the TRADE SYMBOLS identified in Schedule A as a “BHS TRADE SYMBOL”.

“ BUSINESS DAY ” shall mean any calendar day that is not a Saturday, Sunday or legal holiday in either Virginia or Texas.

“ COMPETITOR ” shall mean any entity that is engaging, directly or indirectly, in (a) the provision of secured transportation, cash logistics, guarding or other related services anywhere in the world or (b) the provision, rental, installation, servicing, repair, distribution, storage, monitoring and maintenance of commercial or residential security systems outside the TERRITORY.

“ EQUITY INTERESTS ” shall mean shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a PERSON, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest from the issuer thereof.

“ GAAP ” shall mean generally accepted accounting principles in the United States, as in effect from time to time.

“ PRODUCTS ” shall mean any apparatus, component and/or software program used, marketed, leased or sold in the performance of the SERVICES by LICENSEE.

“ SEC ” shall mean the United States Securities and Exchange Commission.

“ SERVICES ” shall mean (a) the provision, rental, installation, servicing, repair, distribution, storage, monitoring and maintenance of (i) security alarm systems for business and residential premises, including any (A) video surveillance systems, (B) fire, carbon dioxide, water, temperature, intrusion and/or medical emergency alarm components and (C) electronic card access systems, in each case, comprising such security alarm systems, and (ii) personal emergency response systems for senior citizens; (b) the provision of personal identity protection services; and (c) the marketing, packaging, advertising and promotion of any of the services listed in this definition.

“ TERM ” shall have the meaning set forth in Section 8.

“ TERRITORY ” shall mean the United States of America, Puerto Rico and Canada.

“TRADE SYMBOLS ” shall mean any of the trademarks, trade names, logos, domain names, slogans, labels, copyrights, emblems, insignia and other trade identifying symbols listed in Schedule A.

“ WHOLLY OWNED SUBSIDIARY ” shall mean a SUBSIDIARY of LICENSEE all the outstanding EQUITY INTERESTS of which (other than (x) directors’s qualifying shares and (y) shares issued to a foreign national to the extent required by applicable law) are owned by LICENSEE and/or by one or more WHOLLY OWNED SUBSIDIARIES.

(a)           Subject to the terms and conditions set forth in this AGREEMENT, LICENSOR hereby grants to LICENSEE during the TERM an exclusive, nontransferable (except as provided in Section 17) license to use the TRADE SYMBOLS in relation to the SERVICES and PRODUCTS within the TERRITORY.

(b)           LICENSEE shall not have the right to grant sublicenses to the right to use the TRADE SYMBOLS without the prior written approval of LICENSOR, which LICENSOR may refuse in its sole discretion.  Notwithstanding the foregoing, LICENSEE may, without LICENSOR’s approval (subject to LICENSEE’s compliance with the last sentence of Section 12), sublicense its rights hereunder to (i) any WHOLLY OWNED SUBSIDIARY or (ii) any agent, subcontractor, dealer, distributor or other representative of LICENSEE or of a WHOLLY OWNED SUBSIDIARY sublicensed under clause (i) of this Section 2(b) solely to the extent necessary to enable such agent, subcontractor, dealer, distributor or other representative to provide SERVICES or PRODUCTS for or on behalf of LICENSEE or such WHOLLY OWNED SUBSIDIARY, provided that such sublicense shall be subject to the terms and conditions of this AGREEMENT and; provided further , that such sublicense shall terminate automatically upon such sublicensee’s ceasing to be a WHOLLY OWNED SUBSIDIARY, agent, subcontractor, dealer, distributor or other representative, as applicable, of LICENSEE or of a WHOLLY OWNED SUBSIDIARY.  LICENSEE shall be responsible for each such sublicensee’s compliance with the terms of this AGREEMENT and such sublicense and shall be liable for any breach of this AGREEMENT and such sublicense by each such sublicensee.

(c)           LICENSOR reserves to itself, for its own use and/or the use of its AFFILIATES and licensees, in or outside the TERRITORY, the right to use the TRADE SYMBOLS (other than the BHS TRADE SYMBOLS in the TERRITORY), either alone or as a component of another trademark, trade name, slogan, logo, domain name, label, copyright, emblem, insignia or other trade identifying symbol, except in relation to RESTRICTED ACTIVITIES (as defined in the NON-COMPETE AGREEMENT), and nothing in this AGREEMENT shall prohibit, limit or restrict LICENSOR from licensing or otherwise disposing of such use, in or outside the TERRITORY, including during the TERM, to any other PERSON.  Notwithstanding the foregoing, none of LICENSOR, its AFFILIATES or licensees shall have the right, during the TERM, to use any of the BHS TRADE SYMBOLS, whether or not in relation to the SERVICES or PRODUCTS, anywhere in the TERRITORY.

(d)           Notwithstanding the foregoing, LICENSEE acknowledges that all rights granted under this AGREEMENT are subject to all rights granted under the Trademark License Agreement dated as of January 1, 2005, between Hampton Products International, Corp. and Brink’s Guarding Services, Inc., as amended from time to time (subject to the limitations set forth in the NON-COMPETE AGREEMENT).

(a)           The permitted use by LICENSEE of the TRADE SYMBOLS shall be subject to instructions of LICENSOR furnished to LICENSEE from time to time, and shall be made only in relation to the SERVICES and PRODUCTS that conform to standards and specifications, if any, furnished and/or approved, from time to time in writing, by LICENSOR, such approval not to be unreasonably withheld.  LICENSEE shall not offer for sale or provide any of the SERVICES or PRODUCTS and shall assure that no other entity that participates with LICENSEE in the provision of the SERVICES or PRODUCTS shall offer for sale or provide any such SERVICES or PRODUCTS (i) that are of a quality or a standard inferior to the quality or standard being provided by LICENSEE or any of its SUBSIDIARIES on the date of this AGREEMENT or (ii) that will tend to injure the reputation and goodwill attached to the TRADE SYMBOLS.

(b)           LICENSEE shall be permitted to use any designs, materials, packages, labels, promotional materials and advertising materials in relation to the SERVICES and PRODUCTS that were in use, or approved by LICENSOR or Brink’s Guarding Services, Inc., prior to the DISTRIBUTION DATE; provided, however , that in the event that, after the DISTRIBUTION DATE, any such design, material, package, label, promotional material or advertising material is materially modified, or the manner in which any of the foregoing is used is proposed to be materially modified, LICENSEE shall obtain the written approval of LICENSOR (such approval not to be unreasonably withheld) for such design, material, package, label, promotional material, advertising material or such modified use thereof prior to any use thereof.

LICENSEE shall at all times and in all places permit LICENSOR, by representatives designated by LICENSOR, to inspect the SERVICES and PRODUCTS provided by LICENSEE under the TRADE SYMBOLS and any marketing material used by LICENSEE in marketing the SERVICES and PRODUCTS.  At all times, LICENSEE shall comply with the reasonable quality control procedures furnished or approved, from time to time, by LICENSOR.

(a)           LICENSEE recognizes LICENSOR’s rights, title and interest to the TRADE SYMBOLS and shall not, at any time, do or suffer to be done, or assist any third party to do or suffer to be done, any act or thing that will in any way impair the rights, title and interest of LICENSOR in and to any of the TRADE SYMBOLS.  Except as provided in Section 5(k), LICENSEE shall not acquire or attempt to acquire, or assist any third party in acquiring or attempting to acquire, title to the TRADE SYMBOLS, and shall not claim title or assist any third party in claiming title to the TRADE SYMBOLS.  All use of the TRADE SYMBOLS by LICENSEE, and the goodwill connected therewith and symbolized thereby, shall at all times inure to the exclusive benefit of LICENSOR.  LICENSEE shall use the appropriate statutory symbol for a registered mark or the common law symbol for an unregistered mark, as the case may be, with all uses of the TRADE SYMBOLS.  Except as provided in Section 5(k), neither LICENSEE nor any SUBSIDIARY of LICENSEE or sublicensee pursuant to Section 2(b) shall register, without the express written permission of LICENSOR, the TRADE SYMBOLS or any marks, words, symbols, phrases, designs, trademarks, trade names, slogans, labels, copyrights, emblems, insignia, packages, logos, domain names, corporate names or any other trade identifying symbols that are confusingly similar to the TRADE SYMBOLS or that otherwise use the word “Brink’s” or any derivation or variation thereof anywhere in the world.  LICENSEE agrees not to assert any right or interest in any of the TRADE SYMBOLS or any marks using the word “Brink’s” or any derivation or variation thereof except as expressly provided for by this AGREEMENT or any subsequent agreement with LICENSOR or any authorized AFFILIATE of LICENSOR.

(b)           LICENSEE and its sublicensees pursuant to Section 2(b) shall not use, and shall not cause or permit any third party to use, the TRADE SYMBOLS in any unlawful or deceptive manner or in any other way that is likely to directly or indirectly tarnish, dilute, denigrate, diminish, lessen the value of or invalidate any of the TRADE SYMBOLS or the consumer’s perception of any of the TRADE SYMBOLS.  LICENSEE shall promptly notify LICENSOR in writing when it becomes aware of any such use in any part of the world.  Any violation of this Subsection 5(b) shall constitute a material breach of this AGREEMENT.

(c)           LICENSEE further undertakes that in the event any potential infringement of the rights of LICENSOR to any of the TRADE SYMBOLS in the TERRITORY comes to the notice of LICENSEE prior to the termination, cancelation or expiration of this AGREEMENT, LICENSEE shall promptly notify LICENSOR.  LICENSEE shall join with LICENSOR, if requested by LICENSOR, in taking such steps as LICENSOR deems advisable against the potential infringement of the LICENSOR’s rights to any of the TRADE SYMBOLS.  LICENSOR shall be liable for all costs and expenses, including without limitation attorneys’ fees, incurred at any time associated with taking such steps in respect of the TRADE SYMBOLS, excluding the BHS TRADE SYMBOLS.  LICENSEE and LICENSOR shall equally share any costs and expenses incurred prior to termination, cancelation or expiration of this AGREEMENT associated with taking such steps in respect of the BHS TRADE SYMBOLS.  In the event that LICENSOR elects not to take action in respect of any of the TRADE SYMBOLS, LICENSEE may, with LICENSOR’s written approval, and at LICENSEE’s own expense, proceed in taking steps against the potential infringement necessary for the protection of rights in the TRADE SYMBOLS.

(d)           All costs associated with registering, maintaining or renewing any TRADE SYMBOL shall be borne by LICENSOR.  Except as provided in Section 5(k), LICENSOR shall continue to maintain registration of any registered TRADE SYMBOL prior to termination, cancelation or expiration of this AGREEMENT.

(e)           LICENSEE shall, at LICENSOR’s request, execute, acknowledge and deliver to LICENSOR any documents and/or instruments that LICENSOR may, from time to time, deem necessary or desirable to evidence, protect, enforce or defend its rights or title in and to the TRADE SYMBOLS.

(f)           BHS Inc. hereby transfers to LICENSOR, effective upon termination, cancelation or expiration of this AGREEMENT, all domain names (including the BHS DOMAIN NAMES and each of the domain names listed in Schedule A) owned by, or registered in the name of, LICENSEE or any of its SUBSIDIARIES or other AFFILIATES that include the word “Brink’s”, or any derivation or variation thereof, or any of the other TRADE SYMBOLS.  LICENSOR and BHS Inc. shall, upon request by LICENSOR at any time after termination, cancelation or expiration of this AGREEMENT, execute and deliver all such documents, and take all such other actions, as are necessary or, in the reasonable opinion of LICENSOR, advisable to effect and evidence the transfer of such domain names (including the BHS DOMAIN NAMES and each of the domain names listed in Schedule A) to LICENSOR pursuant to the immediately preceding sentence.  Within ten days after termination, cancelation or expiration of this AGREEMENT, LICENSOR agrees to pay to BHS Inc. a total amount of $100 in cash in respect of such transfer.  LICENSEE further agrees not to effect any sale, transfer or other disposition of any domain name referred to in this Section 5(f) to any PERSON other than LICENSOR (except to an assignee of LICENSEE’s rights and obligations under this AGREEMENT pursuant to Section 17).

(g)           Upon termination, cancelation or expiration of this AGREEMENT, LICENSEE shall, and shall cause each SUBSIDIARY and other AFFILIATE of LICENSEE to, terminate (or, if requested by LICENSOR, transfer to LICENSOR) all registrations in the name of LICENSEE or such SUBSIDIARY or other AFFILIATE, as the case may be, in any federal, state or foreign office, of any  trademarks, trade names, logos, domain names, slogans, labels, copyrights, emblems, insignia and other trade identifying symbols included in the TRADE SYMBOLS or that otherwise contain the word “Brink’s” or any derivation or variation thereof (other than domain names required to be transferred to LICENSOR pursuant to Section 5(f)).

(h)           Upon termination, cancelation or expiration of this AGREEMENT, (i) LICENSEE and its sublicensees pursuant to Section 2(b) shall immediately discontinue and shall thereafter refrain from using the TRADE SYMBOLS, or any of them, in any way or for any purpose whatsoever, and shall not use, at any time, any trademarks, trade names, logos, domain names, trade names, slogans, labels, copyrights, emblems, insignia, packages and other trade identifying symbols that are confusingly similar to any of the TRADE SYMBOLS or that otherwise contain the word “Brink’s” or any derivation or variation thereof and (ii) all restrictions contained herein on the use of the TRADE SYMBOLS by LICENSOR and its AFFILIATES and licensees shall cease to be effective; provided , however , that (A) LICENSEE may, subject to LICENSEE’s obligations to comply with the terms and provisions of this AGREEMENT as so terminated, in the regular course of business in the TERRITORY and on a royalty-free basis, distribute any stock of goods used in providing the SERVICES or PRODUCTS (together with any manuals in respect of such goods) remaining in its hands at the termination, cancelation or expiration of this AGREEMENT, within a period of one month after the date of termination, cancelation or expiration of this AGREEMENT, (B) for a period of ten years after termination, cancelation or expiration of this AGREEMENT ( provided , that such period may be extended upon reasonable request by LICENSEE and written consent by LICENSOR, such consent not to be unreasonably withheld), LICENSEE may, on the internet domain adopted by LICENSEE for its continuing business, publish (1) an image of any PRODUCT installed prior to the date of termination, cancelation or expiration of this AGREEMENT and a pdf version of any manuals distributed in respect of such PRODUCT prior to termination, cancelation or expiration of this AGREEMENT or (2) an image of any good distributed pursuant to clause (A) and any manuals in respect of such good distributed within a period of one month after termination, cancelation or expiration of this AGREEMENT; provided that LICENSEE shall indemnify LICENSOR in respect of any claims arising at any time, directly or indirectly, from this clause (B) on the terms set forth in Section 13 (treating such claims as having arisen in connection with LICENSEE’s performance under this AGREEMENT), (C) LICENSEE shall not have any obligation to (or to cause its sublicensees pursuant to Section 2(b) to) remove any TRADE SYMBOLS from (1) any goods (or any manuals in respect of such goods) distributed pursuant to clause (A) above, (2) any PRODUCTS installed prior to the date of termination, cancelation or expiration of this AGREEMENT in any residence or place of business of any former or current customer of LICENSEE or any of its SUBSIDIARIES, whether such PRODUCTS are owned by LICENSEE or any of its SUBSIDIARIES, by such former or current customer or by a third party, or any manuals in respect of such PRODUCTS that were distributed prior to termination, cancelation or expiration of this AGREEMENT, or (3)  any image of any PRODUCT and any manual in respect of such PRODUCT published pursuant to clause (B) above and (D) for a period of two years after termination, cancelation or expiration of this AGREEMENT, LICENSOR shall, at LICENSEE’s expense, (x) cooperate with LICENSEE to maintain registration of the BHS DOMAIN NAMES and use reasonable efforts to redirect internet users that attempt to access any BHS DOMAIN NAME to the domain name adopted by LICENSEE for its continuing business to replace such BHS DOMAIN NAME that is provided by LICENSEE to LICENSOR in writing for this purpose and (y) provide a link on the Brink’s website “ www.brinks.com ” to up to three websites to be adopted by LICENSEE for its continuing business that are provided by LICENSEE to LICENSOR for