LICENSE AGREEMENT

1.

WHEREAS, MSU has developed and is continuing research in the area of the Technology, as defined in Paragraph 1.1 of this Agreement; and

2.

WHEREAS, Company desires to obtain certain rights in and to the Technology; and

3.

WHEREAS, Company and MSU mutually desire to formalize an agreement which delineates their respective rights and obligations with respect to the Technology.

1.1

"Technology" means MSU Invention Disclosure No. 05068 "Nanoporous Silicon-Based Electrochemical DNA Biosensor".

1.2

"Know-how" means the data and information embodied in or required to enable the Technology.

1.3

"Patents" means any and all patent applications (including any amendments or extensions to the initial applications) filed in any country of the world by or on behalf of MSU claiming the Technology and/or any patents maturing from such patent applications. Patents and patent applications claiming the technology at the time of execution of this Agreement include, without limitation, United States provisional patent application 60/704,550 titled "Nanoporous Silicon-Based Electrochemical DNA Biosensor", filed August 2, 2005.

1.5

"Adjusted Gross Sales" means the aggregate gross revenues derived by Company and its Affiliates from the sale of Products and Services to, and practice of Processes for, an unaffiliated third party in an arms length commercial transaction, less credits granted on account of price adjustments, recalls, rejection or return of items previously sold.

1.6

"Product" means any and all products sublicensed, offered or sold by or on behalf of the Company embodying or practicing the Technology, Know-how and/or the Patents.

1.7

"Process" means any and all processes embodying or practicing the Technology, Know-how and/or the Patents.

1.8

"Service" means any and all services sublicensed, offered or sold by or on behalf of the Company embodying or practicing the Technology, Know-how and/or the Patents.

1.9

"Term" means the period beginning on the Effective Date and extending to the expiration of the last to expire of the Patents, or until Fifteen (15) years after the Effective Date, whichever is longer.

1.10

"Field" means use of the Technology (and Know-how) limited to detection of Escherichia and Salmonella bacteria.

1.11

"Territory" means worldwide.

1.12

"Improvement" means (a) divisionals of the Patents, (b) any continuations of the Patents deriving from inventions made within the Term (i) in the course of research at MSU supported by Company hereunder, or (ii) conceived or first reduced to practice by MSU employees while conducting work for the Company under a private agreement that is disclosed to and approved by MSU consistent with the then current MSU policy on outside work for pay.

1.13

"Affiliate" means any company, corporation or business which is at least fifty percent owned or controlled by Company, or which owns or controls at least fifty percent of Company, or which together with Company is commonly owned or controlled by a third party who owns or controls at least fifty percent of each.

1.14

"Government" means the United States Government.

1.17

"Sublicensing Revenues" means any and all payments, royalties and other consideration collected by Company from its sublicensees in connection with the sale, license or other commercial disposition of Products, Processes or Services by such sublicensees.

2.1

MSU hereby grants to Company during the Term of this Agreement an exclusive license within the Territory, limited to the Field, with the right to sublicense, to make, modify, reproduce, have made, lease, use, distribute, market, promote, sell, offer for sale, license and otherwise dispose of and exploit the Products, practice the Processes, and offer the Services under the Technology, the Know-how and/or the Patents and Improvements.

2.2

The exclusive license specified in Paragraphs 2.1 is subject to a reserved right of MSU to utilize the Technology, Know-how, and/or the Patents solely for the non-commercial research and educational purposes of MSU.

2.3

Company is hereby granted by MSU a right of first refusal applicable to any exclusive option or exclusive license that MSU elects to offer with respect to the Technology, Know-how and/or the Patents in connection with any products, practice of the processes, and offer of the services under the Technology, the Know-how and/or the Patents outside of the licensed Field. With respect to any such option or license offered by MSU, the Company’s right of first refusal shall expire sixty days after the Company receives the offered terms from MSU. During reasonable business hours, MSU shall provide the Company with any requested information that MSU is legally permitted to provide, including access to personnel, in connection with the Company’s due diligence investigation in deciding whether to exercise any such right of first refusal hereunder. In addition, any commercial non-exclusive option or license that MSU elects to offer with respect to the Technology, Know-how and/or the Patents in connection with any such products, practice of the processes, and offer of the services under the Technology, the Know-how and/or the Patents outside the licensed Field shall be offered to Company simultaneously and under identical terms with the offer to any third party.

2.4

The exclusive licenses specified in Paragraphs 2.1 and 2.3 may be subject to certain rights of the Government if the Technology, Know-how, and/or the Patents were created or invented in the course of Government-funded research. Such rights may include for example a royalty-free license to the Government and the requirement that any Product produced for sale in the United States will be manufactured substantially in the United States. In the event that the Government exercises its march-in rights to the Technology to the substantial detriment of Company’s business, then Company and MSU may negotiate a reduced royalty rate.

2.5

This Agreement shall not be construed as implying that either Party hereto shall have the right to use Background Intellectual Property of the other in connection with this Agreement or otherwise, except as expressly stated herein. "Background Intellectual Property" means property and the legal right therein of either or both parties developed a) before or b) independent of but during Term of this Agreement, including inventions, patent applications, patents, copyrights, trademarks, mask works, trade secrets and any information embodying proprietary data such as technical data and computer software and all derivatives thereof (other than Project Intellectual Property, as defined below). Except for the rights expressly granted by one Party to the other hereunder, no license, interest or right in, or title to, a Party’s Background Intellectual Property, or any intellectual property rights therein or associated therewith, shall be deemed to have been granted, vested in or transferred to the other Party under the terms of the Agreement and no such rights shall be construed by estoppel. All title to and ownership of a Party’s Background Intellectual Property (and the intellectual property rights therein or associated therewith) remain with such Party.

2.6

For clarity, inventions made by Company relating to the Technology and without an MSU inventor are the sole property of Company. Company shall have no obligation to MSU for such inventions, except as may be provided in Article 13.4 herein.

3.1

Company shall use reasonable efforts to introduce Products and Processes into the commercial market as soon as practicable, consistent with sound and reasonable business practices and judgment. Thereafter, Company shall endeavor to keep Products and Processes reasonably available to the public during the remainder of the Term.

3.2

MSU shall have the right to terminate or render this license nonexclusive at any time after three (3) years from the Effective Date if Company: (a) has not put the Technology into commercial use in the Territory, directly or through a sublicense or (b) is not demonstrably engaged in a research, development, manufacturing, marketing or sublicensing program, as appropriate, directed toward this end. MSU shall, prior to exercising any right under this Section 3.2, provide the Company with at least thirty (30) days written notice of its intention to exercise any rights hereunder, and shall notify Company in writing after the expiration of such thirty (30) day notice period to confirm that MSU is in fact exercising its rights hereunder.

4.1

MSU shall retain title to the Technology, Know-how, and the Patents.

4.2

MSU shall file, prosecute, and maintain Patents in the United States and in any other countries designated by Company at Company’s expense. Company may later approach MSU to add non-designated countries for which MSU has pending applications or patents. Any such later addition shall be at MSU’s discretion.

4.3

Company agrees promptly to reimburse MSU for its outside legal costs incurred under Paragraph 4.2 within thirty (30) days after the receipt of invoices from MSU. Late payment shall be subject to interest charges of one and one-half percent (1½ %) per month. Such reimbursement payments by Company of costs incurred by MSU under Paragraph 4.2 shall be creditable against up to 50% of the royalties that are due from Company to MSU under Article 6 during the same calendar year in which such reimbursements are due.

4.4

Failure of Company to pay the amounts required under Paragraph 4.3 within ninety (90) days after the receipt of invoices from MSU shall constitute a default by Company under this Agreement, and entitle MSU to exercise its rights to terminate this Agreement, including the provision of notice and the Company’s right to cure, under Article 13.

4.5

Nothing in this Agreement shall prevent MSU from seeking patents on the Technology in countries other than those designated by Company. Such patent applications shall be filed, prosecuted and maintained at MSU’s expense, and shall be free of any obligations to Company under this Agreement.

5.1

MSU reserves the right to publish or present the results of its research on the Technology.

6.1

Company agrees to pay to MSU a non-refundable initial fee of Twenty Thousand United States Dollars ($20,000.00) within ten business days from the execution of this License Agreement.

6.2

(a)

During the Term of this Agreement, the Company shall pay to MSU a royalty of five percent (5.0 %) of Adjusted Gross Sales. Where a Product or Process is not sold, but is otherwise disposed of for commercial value, Adjusted Gross Sales for the purpose of computing royalties shall be the Adjusted Gross Sales price at which Products or Processes of similar kind and quality, sold in similar quantities, are currently being offered for sale by Company. Where such Products and Processes are not currently being separately offered for sale by Company, but are offered in connection with other products or processes, Adjusted Gross Sales shall be Company’s cost of manufacture, determined by Company’s customary accounting procedures, increased by 100 %.

(b)

During the Term, Company shall pay to MSU a royalty of five percent (5.0%) of Adjusted Gross Sales of any Sublicensee.

6.3

Beginning in calendar year 2008, Company agrees to pay MSU an annual minimum payment as shown in the table below. Should the actual royalties paid under Paragraph 6.2 fall short of this minimum amount, Company shall pay MSU the difference when the royalty payment for the last calendar quarter of such calendar year is due in accordance with Paragraph 6.4.

Year

Minimum Payment

2008-2012

$10,000.00

2013-2017

$20,000.00

2018-2022

$25,000.00

2023-termination

$30,000.00

6.4

During each fiscal year during the Term, Company shall deliver to MSU within forty-five (45) days after the end of each of its first three fiscal quarters and within ninety (90) days following the end of its fiscal year:

(a)

A written report showing all figures necessary to compute Adjusted Gross Sales and Company’s computation of all remuneration to MSU due under this Agreement for such calendar quarter, accompanied by a check in full payment of the remuneration due. Adjusted Gross Sales shall be segmented in each such report on a country-by-country basis, including the rates of exchange used for conversion to USA Dollars from the currency in which such sales were made.

(b)

For any Adjusted Gross Sales which are made in a currency other than U.S. dollars, the amount of such sales shall be converted to U.S. Dollars using the currency exchange rates set forth in The Wall Street Journal on the last day of the calendar quarter.

(c)

All payments due shall be made in U.S. dollars without deduction for taxes, assessments, or other charges of any kind which may be imposed on Company by the government of the country where the transactions occur or any political subdivision thereof with respect to any amounts payable to MSU pursuant to this Agreement, and such taxes, assessments, or other charges shall be assumed by Company.

(d)

Late payments shall be subject to an interest charge of one and one-half percent (1½%) per month.

6.5

Company shall keep for a period of three (3) years following the year to which such records relate, full, true and accurate books of accounts and other records containing all information and data which may be necessary to ascertain and verify the remuneration payable to MSU hereunder. During the Term and for a period of two (2) years following its termination or expiration, MSU shall have the right, upon reasonable prior written notice, to audit, or have an agent, accountant or other representative, audit such books, records and supporting data upon fifteen (15) days notice. All information subject to such audit shall be deemed Confidential Information and treated in accordance with the provisions of Section 10. Any audit shall be at MSU’s expense, except that Company shall reimburse MSU for the cost of the audit in the event that the audit establishes an underpayment of ten percent (10%) or more of the amount due.

8.1

Company shall deliver to MSU within one hundred twenty (120) days after the end of fiscal 2007 and 2008, a report describing Company’s progress toward meeting its objectives together with an updated version of its business plan.

9.1

Each party shall promptly report in writing to the other party during the Term any infringement or suspected infringement of any Patent, or unauthorized use or misappropriation of the Technology or Know-how by a third party of which it becomes aware, and shall provide the other party with all available evidence supporting said infringement, suspected infringement or unauthorized use or misappropriation.

9.2

Company shall have the right to initiate an infringement suit or other appropriate action against any third party who at any time has infringed or is suspected of infringing any of the Patents or of using without proper authorization all or any portion of the Technology or Know-how. Company shall give MSU sufficient advance written notice of its intent to initiate such action and the reasons therefor, and shall provide MSU with an opportunity to make suggestions and comments regarding such action. Company shall keep MSU promptly informed of the status of any such action. Company shall pay all expenses of such action. MSU shall offer reasonable assistance to Company in con