LICENSE AGREEMENT

LICENSE AGREEMENT

THIS LICENSE AGREEMENT effective as of this 26 ^th day of July 2006 by and between SkyLynx Communications, Inc. (“SKYC”) , a Delaware corporation, and Innovative Concepts & Mfg. Co., Inc.  (“ICMCI”), a Florida corporation, " LICENSEE ."

RECITALS

WHEREAS, SKYC owns, either alone or jointly with others, and otherwise has the right to utilize and license certain intellectual property and related technology and documentation herein below more fully described; and

WHEREAS, LICENSEE desires to obtain a license to utilize SKYC's current products, service and technology and such patents, copyrights and other improvements hereafter developed with respect to existing products, services and technology utilized by SKYC, upon the terms and conditions herein below set forth; and

NOW, THEREFORE, in consideration of these premises and of the mutual covenants and agreements hereinafter set forth, SKYC and LICENSEE hereby agree as follows:

SECTION 1:

DEFINITIONS

1.1

"Product" or "Products" and "Service” or "Services" shall mean any application or implementation of the FM Data Network utilized by SKYC and known as the “Licensed Rights.”

1.2.

"Licensed Patents" means any patents that may issue from the Licensed Technology of SKYC and any patents which may issue from any divisional, continuation, reissue or substitute application based thereon.

1.3.

"Licensed Copyrights" means any and all copyrights which SKYC has or may acquire with respect to the Licensed Technology, including, without limitation, any and all user interface computer programs, whether or not published or copyrighted, together with all associated or related user manuals and documentation, as well as any copyrights which may arise from future original works of authorship which are a continuation of, or derivation from, the Licensed Technology and Licensed Copyrights.

1.4

"Licensed Technology" means any trade secret, intellectual property, confidential information, patents, know-how and inventions related in any manner to any portion or  phase of any scientific or technical information, designs, including circuit designs, process, procedure, formula, improvement or other information related thereto, as well as practices and methods of combining components in the design and operation of network systems, together with all related end-user documentation, developed and owned by SKYC and underlying, incorporated into or related to the technology developed by SKYC and used in connection with the products or services ("Area of Interest"), including all components and applications thereof, which SKYC owns, licenses and/or controls through itself or jointly with others, including, without limitation, the technology and know-how described on Exhibit A hereto.  All documentation pertaining to the Licensed Technology, including, without limitation, software source code, shall be placed in escrow with a mutually

agreeable third party to be made available to LICENSEE in the event SKYC fails to perform under this License and related agreements, pursuant to an Escrow Agreement substantially in the form of Exhibit B hereto.

1.5

"Future Improvements" means any and all inventions and improvements in processes, designs, and applications relative to the articles falling within the scope of the Licensed Patents and Licensed Technology, made, devised or discovered by SKYC or by LICENSEE, either alone or jointly with others as related to present Products.

1.6

"Licensed Rights" shall mean the Licensed Patents, Licensed Copyrights, Licensed Technology and Future Improvements.

1.7

"Territory" shall mean the geographical area of North America, including, without limitation, all of the states and territories of the United States of America.

SECTION 2:

LICENSE GRANT

2.1

Subject to the conditions set forth in this Agreement, the SKYC hereby grants to the LICENSEE a license to the Licensed Rights to put into use and commercially exploit the Licensed Rights and to market and distribute Products and Services, implementing or utilizing the Licensed Rights within.

2.2.

SKYC hereby agrees to extend the License Agreement to include any and all future patents and patent applications, copyrights, computer programs, inventions, improvements and discoveries relative to the articles falling within the scope of the License granted in Section 2.1 above.

2.3.

SKYC hereby agrees to extend the License Agreement to include any and all patents or copyrights on Future Improvements made, devised or developed by SKYC or under the direction or supervision of LICENSEE.

2.4

SKYC and LICENSEE agree that it is their intent that the License Rights granted to LICENSEE pursuant to this Section 2 shall be deemed the license of "intellectual property" within the meaning of 11 U.S.C. §365(n) of the United States Code.

SECTION 3:

TRADEMARKS AND SERVICEMARKS

3.1.

During the term of this License, LICENSEE shall have the right to make, devise and develop for use in connection with the commercial sale or exploitation of Products or Services such additional Trademarks or Servicemarks, as LICENSEE may desire.  Any and all Trademarks or Servicemarks developed by LICENSEE for use in connection with the sale of Products or Services shall be and remain the sole, exclusive and separate property of LICENSEE, free of any claim of SKYC, and LICENSEE shall have the sole right to apply to and obtain registrations of such marks.  LICENSEE shall be under no obligation to utilize the Trademarks or Servicemarks of SKYC hereunder.

3.2

LICENSEE acknowledges that SKYC is the sole and exclusive owner of the Marks and all registrations granted thereon, together with all goodwill associated therewith, and LICENSEE agrees that it is not acquiring any right, title or interest in and to the Marks other than the

right to use the Marks in accordance with this License Agreement.  LICENSEE agrees that it will not collaterally attack SKYC's claim to the Marks or the validity of this License of the Marks.

SECTION 4:

USE OF LICENSED PATENTS, COPYRIGHTS, TECHNOLOGY AND FUTURE IMPROVEMENTS

4.1

As between the parties, LICENSEE shall be responsible for the determination of its marketing and distribution of Products and/or Services exploiting the Licensed Rights. LICENSEE shall likewise be solely and exclusively responsible for any and all costs, obligations, liabilities and debts that may be created or incurred in connection with its use or other exploitation of the Licensed Rights.  LICENSEE agrees to indemnify and hold harmless SKYC from any and all liability with respect to such obligations and expenses incurred by LICENSEE.

4.2

Nothing in this License Agreement shall be construed to prevent SKYC from sublicensing the Licensed Rights to any other person or entity or to grant any such person or entity the right to use the Licensed Rights in any manner not inconsistent with the rights of LICENSEE hereunder.

4.3

LICENSEE may utilize the Licensed Rights in the form and with the content that they now possess or which in the future they may possess.  LICENSEE shall have the right to make substantive or formal modifications in any of the Licensed Rights or their related Products or Services; and all rights underlying such modifications shall be the sole property of LICENSEE.

SECTION 5:

FUTURE ENHANCEMENTS AND DEVELOPMENTS

4.1

Rights to Future Improvements

4.1.1.

During the term of this Agreement, any and all Future Improvements, whether made by SKYC or LICENSEE, on existing Products or Service related to the Licensed Rights developed, designed, made or devised by SKYC with respect to the Licensed Rights shall remain the sole, exclusive and separate property of SKYC, but shall be deemed subject to the License hereby granted.

4.1.2.

During the term of this Agreement, any and all inventions, discoveries, devices, designs, apparatus, practices, methods, processes or products (hereafter individually or collectively the "Inventions") otherwise not included in the Licensed Rights, whether or not patentable or copyrightable, made, developed, perfected, devised, conceived, either solely or jointly with others, by SKYC or LICENSEE within the Area of Interest, shall be deemed subject to the License hereby granted.  The terms and conditions that such Inventions shall be made available to LICENSEE hereunder shall be subject to the provisions of Section 4 hereof.

SECTION 7.

LICENSE FEE AND ROYALTIES

7.1

Royalty .

7.1.1

Royalties on Sales .  The LICENSEE shall pay to SKYC for the Licensed Rights a royalty equal to five percent (5%) of LICENSEE's net sales, as defined in Section

7.1.2 below for the term of the License for any products or services covered under this License Agreement.

7.1.2

Net Sales Defined .  The "Net Sales," on which the above-described royalty is based, shall mean the gross sales by LICENSEE of all Products and Services, directly or indirectly, (including, but not limited to, LICENSEE's subsidiaries, affiliates and any other corporations, partnerships or business entities in which LICENSEE has a controlling ownership interest), less discounts, freight, commissions, returns and uncollected accounts.  

7.1.3

Royalty Payments .  The royalty payments payable pursuant to Section 7.1.1 of this Agreement shall be computed on a quarterly basis, commencing with the end of the first fiscal quarter subsequent to the Effective Date.  Payment shall be due to SKYC forty-five (45) days following the end of each quarter, subject to credit for any prepayments provided for herein.

7.1.4

Royalty Reports . LICENSEE agrees to furnish to SKYC concurrently with the delivery of each royalty payment due hereunder a Royalty Report filed by a responsible individual or corporate officer showing in detail the amount of royalty payable hereunder with respect to such preceding calendar quarter and such reasonable supporting information as SKYC shall request.

7.1.5

Records . LICENSEE shall keep and maintain, in accordance with generally accepted accounting principles, full, clear and accurate books, records and accounts in sufficient detail from which the royalties payable to SKYC are determined so that the information required by SKYC can be readily ascertained pursuant to the terms of this Agreement. LICENSEE shall have one or more specific account or account numbers, as required, dedicated to matters relating to the royalties due hereunder.  LICENSEE shall permit an independent auditor selected and acceptable to SKYC and LICENSEE, the approval of which may not unreasonably withheld, to examine said books, records and accounts on reasonable notice during regular business hours for the purpose of determining the royalties payable to SKYC pursuant to the terms of this Agreement; provided, however, that such examinations shall be conducted no more often than once for each fiscal year period and shall be conducted, if at all, within sixty (60) days following the completion of each such fiscal year. LICENSEE shall not be required to keep such accounts, books and records after acceptance by SKYC of an audit of the same.  Should any audit by SKYC determine a discrepancy of five percent (5%) or more in LICENSEE's favor, then LICENSEE shall be required to repay SKYC for the cost of such audit, and in any event, to immediately pay such discrepancy or otherwise be deemed in default hereunder.

7.1.6

Sales.   For the purposes of this Agreement, a sale shall be deemed to have occurred upon collection by LICENSEE of all or any portion of an invoice issued for product sold and delivered in the ordinary course of business.

SECTION 8:

TERM AND TERMINATION

8.1

The license granted to LICENSEE hereunder shall be for a period of fifteen  (15) years, commencing from the date of this Agreement’s execution.  

8.2

In the event SKYC shall default under any provision of this License Agreement, which default shall remain uncured after sixty (60) days written notice from LICENSEE, LICENSEE may, at its sole option, terminate this License Agreement.  If this License Agreement is

terminated due to SKYC's uncured default, LICENSEE's obligation to pay royalties shall immediately cease and LICENSEE shall have no further obligation to make any further payments of royalties following the termination date.  Notwithstanding any such termination, however, LICENSEE shall have the right to continue to exercise all of the Licensed Rights granted hereunder by LICENSEE prior to the date of termination shall remain in full force and effect notwithstanding such termination.  

8.3

 In the event a court of competent jurisdiction enters a final order against SKYC (i) terminating this License Agreement for any reason, (ii) determining that this License Agreement is null, void or unenforceable for any reason or (iii) approving the rejection of this License Agreement under applicable provisions of the United States Bankruptcy Code (hereafter collectively "Involuntary Termination Event"), then and in such event all sums paid by LICENSEE to SKYC under Section 7 of this License Agreement shall be deemed to constitute its Obligations and such event shall cause the release of documentation held in escrow.

8.4

In the event a court of competent jurisdiction enters a final order against LICENSEE (i) terminating this License Agreement for any reason, (ii) determining that this License Agreement is null, void or unenforceable for any reason or (iii) approving the rejection of this License Agreement under applicable p