LICENSE AGREEMENT

EXHIBIT 10.3

LICENSE AGREEMENT

THIS AGREEMENT is effective as of the Effective Date, by and between TRUE GRAVITY ENTERPRISES, INC., an Arizona corporation having an office at 4405 E. Baseline Road, No. 120, Phoenix, AZ 85042, and AURIOS, INC., an Arizona corporation having an office at 4405 E. Baseline Road, No. 120, Phoenix, AZ 85042, .

WHEREAS, TGE owns and has rights in various issued patents, pending applications for patents, and trademarks, in various countries of the world as to which AURIOS desires to acquire licenses as hereinafter provided; and

AURIOS is in the business of manufacturing and selling vibration isolation devices into the audio-video market.

In consideration of the mutual covenants and representations in this document, the parties agree as follows:

1.1“Subsidiary(ies)” means any corporation, company, affiliate, or other entity, whose outstanding shares or securities representing the right to vote for the election of directors or other managing authority are, now or hereafter, owned or controlled, directly or indirectly by a Party hereto, but such corporation, company, affiliate, or other entity shall be deemed to be a Subsidiary only so long as such ownership or control exists.

1.2“Licensed Patents” means (i) patents or patent applications identified in Appendix A, including all continuations, divisionals, continuations-in-part, reissues, extensions, renewals, reexaminations, and substitutes thereof, (ii) foreign patents or patent applications claiming priority to or otherwise constituting a counterpart of such patents or patent applications in part (i), and (iii) patents issuing from applications in part (i) or (ii) in any country.

1.3“Licensed Marks” means the trademarks, service marks, and trade names identified in Appendix B.

1.4“Licensed Intellectual Property” means Licensed Patents and Licensed Marks.

1.5“Licensed Materials” means any advertising, promotional materials, or reference materials using the Licensed Marks.

1.6“Licensed Products” means the products identified in Appendix C.

1.7“New Products” means any new product to be manufactured and sold by AURIOS under the Licensed Intellectual Property, which may be added to Appendix C as a Licensed Product by mutual agreement of the Parties.

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1.8 “Net Sales” means gross revenue generated by AURIOS in any sales transaction of Licensed Products with any third party as determined under an accrual method by generally accepted accounting principles, less any taxes, returns, discounts, uncollected receivables, write-offs, adjustments, chargebacks, recalls, rebates, allowances, claims, freight, insurance, and excise, import, and export duties, when the same are actually paid or allowed.

1.9 “Confidential Information” shall mean any confidential proprietary information including non-public designs, specifications, drawings, dimensions, processes, practices, communications, manufacturing, economic, financial, sales, marketing, management, quality control and other proprietary data, materials, know-how, or information contained in presentations, emails, letters, memos, discussions, notes, analysis, documents, practices, studies, reports, budgets, forecasts, and other mediums of disclosure, which may have been disclosed by either Party to the other Party during the term of the Agreement in verbal, written, graphic, computer or machine recognizable, and/or tangible form, and which is clearly designated, labeled or marked as confidential proprietary, e.g., “CONFIDENTIAL PROPRIETARY,” or its equivalent, or should be known by Recipient to be confidential in nature.

1.10 “Territory” means any and all countries of the world.

1.11 “Effective Date” means the date of the last signature hereto.

1.12 “TGE” means TRUE GRAVITY ENTERPRISES, INC. and its Subsidiaries.

1.13 “AURIOS” means AURIOS, Inc. and its Subsidiaries.

1.14 “Party(ies)” means TGE and/or AURIOS, as the case may be.

2.1 Subject to and in consideration of the terms and conditions of this Agreement, TGE hereby grants and agrees to grant to AURIOS, and AURIOS accepts, for the term of this Agreement, a non-exclusive, royalty-bearing right and license under the Licensed Patents, without the right to sublicense, within the Territory, to:

(a) make, have made, use, sell, offer for sale, import and otherwise dispose of the Licensed Products; and

(b) practice any process and method or use any manufacturing apparatus within the Licensed Products.

2.2 From time to time, the Parties may develop or identifiy New Products which are covered by the Licensed Intellectual Property. The New Products may be added to the Licensed Products in Appendix C and subject to the royalties of Section 4 by mutual agreement of the Parties.

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3.1 Subject to and in consideration of the terms and conditions of this Agreement, TGE grants and agrees to grant to AURIOS, and AURIOS accepts, a non-exclusive, revocable, royalty-bearing license, without the right to sublicense, to use, copy, and reproduce the Licensed Marks solely in connection with marketing, distribution, and sale of the Licensed Products within the Territory. All other rights to the Licensed Marks not expressly granted to AURIOS are reserved to TGE.

3.2 Nothing herein shall give AURIOS the right to register or use any internet domain name or URL including the Licensed Marks, or any variations thereof (including any confusingly similar domain names or typographical variations), or any other domain name containing the Licensed Marks, without TGE's prior express written consent.

3.3 AURIOS recognizes TGE’s ownership of and title to the Licensed Marks and acknowledges that TGE may seek to protect the Licensed Marks in the Territory. AURIOS will not acquire or claim any title to the Licensed Marks nor do any act which may impair TGE’s right in and to the Licensed Marks or to any registration thereof in any country. All use of the Licensed Marks by AURIOS, anywhere and at any time, will inure to TGE’s benefit. AURIOS will not by action or inaction intentionally do anything likely to diminish or dilute the value or reputation of the Licensed Marks or any associated goodwill. AURIOS will provide, without cost, such information and materials reasonably requested by TGE to facilitate registration or other forms of protection adopted by TGE for the Licensed Marks.

3.4 AURIOS will not acquire nor claim any right, title or interest in or to the Licensed Marks or any other intellectual property of TGE anywhere in the world as a result of (i) the license granted under this Agreement or (ii) the use of the Licensed Marks in accordance with the terms of this Agreement. AURIOS will not adopt or use any mark which is confusingly similar to the Licensed Marks, either during the term of this Agreement or at anytime thereafter. Neither AURIOS, nor any party on behalf of AURIOS, will file any copyright, trademark, or other similar application anywhere in the world to register, in whole or in part, any of the Licensed Marks, any mark confusingly similar thereto, or any mark derived from or incorporating the Licensed Marks.

3.5 AURIOS agrees that the nature and quality of all services rendered by AURIOS and all Licensed Products sold or otherwise distributed by AURIOS under the Licensed Marks will be in accordance with all applicable laws, rules and regulations, and shall be of similar or better quality than those services and products offered by TGE. TGE shall have the right to and shall control the nature and quality of the use of the Licensed Marks.

3.6 Prior to any use or distribution of any Licensed Materials and including any modification of previously approved Licensed Materials or upon request by TGE, AURIOS, at its expense, will submit to TGE all Licensed Materials including, without limitation, products, packaging, labeling, point of sale materials, trade show displays, sales materials and advertising bearing the

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Licensed Marks. TGE will within fifteen (15) days provide written notice to AURIOS of any rejection of such Licensed Products, and, upon such notice, AURIOS will not use, sell or otherwise distribute any rejected Licensed Products. If AURIOS does not receive such notice within fifteen (15) days, the materials in their submitted form will be deemed accepted.

3.7 AURIOS will use proper trademark and copyright notices as TGE shall direct.

3.8 No licenses are granted, by implication, estoppel or otherwise, under this Agreement other than as expressly set forth in Sections 2 and 3.

4.1 In consideration for the license grant and the other terms and conditions set forth in this Agreement, and for the period beginning on the Effective Date and continuing for the term of this Agreement, AURIOS shall pay TGE a royalty of five percent (5.0%) of world-wide Net Sales of the Licensed Products.

4.2 Royalties shall be earned and accrue upon recognition of such revenue by AURIOS. Royalties shall not accrue for intracompany transactions within AURIOS.

4.3 The parties acknowledge the difficulty of identifying all geographic regions in which Licensed Products may be sold. Therefore, royalties shall be computed on world wide Net Sales of Licensed Products as set forth in Section 4.1. Royalty rates have been set based on the global computation of royalties for the convenience of the parties and taking into account differing geographic and temporal limitations of various Licensed Intellectual Property, among other things.

4.4 On April 15 ^th , July 15 ^th , October 15 ^th , and January 15 ^th of each calendar year, and for the three-month period ending on the last day of the immediately preceding month, AURIOS will provide TGE a report showing the royalties due under section 4.1 for the applicable period and will submit the applicable royalty payments in United States dollars (USD) with the report. TGE shall bear all taxes and duties and make all payments in any country imposed upon it with respect to royalty payments made by AURIOS under this Agreement. If so required by local law, AURIOS shall withhold the amount of taxes levied by local government on payments made by AURIOS pursuant to this Agreement and shall make payments of the withheld amount to the local tax authorities and shall provide to TGE official tax receipts to enable TGE to support a claim for tax credit with respect to such withheld taxes so paid by AURIOS. Notice of payments shall be sent by AURIOS to TGE's address in Section 9.11.

4.5 AURIOS shall pay royalties and other sums of money due hereunder to TGE by wire transfer in USD to:

MidFirst Bank, 3030 E. Camelback Rd., Suite 100, Phoenix, AZ 85018

Routing Number: 303087995

Account Number: 2013002953

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or to other institution or account as TGE may from time to time direct in writing.

4.6 AURIOS shall maintain complete and accurate records of Licensed Products in accordance with generally accepted accounting principles. AURIOS shall not be required to retain records for more than five (5) years after close of any calendar quarter-year. TGE may, at any time during the term of this Agreement, initiate an independent audit of such records upon ten (10) prior business days written notice to AURIOS, in order to confirm the accuracy of AURIOS’ records and conformance with the terms and conditions of this Agreement; provided, that no more than one (1) such audit is conducted during any twelve (12) month period. The selection of an independent certified auditor shall be mutually agreeable to both Parties. Any such audit shall be performed at TGE’s expense during AURIOS’ normal business hours. If an audit reveals that AURIOS has underpaid royalty fees and/or charges to TGE, in excess of five percent (5%) pursuant to any report under section 4.4, then AURIOS will pay TGE’s reasonable costs of conducting the audit, in addition to any underpaid amounts, together with interest thereon in USD at a rate of one percent (1.0%) per month compounded monthly on any overdue payment commencing on the date such payment was due.

5.1 The term of this Agreement shall become effective upon the Effective Date and shall automatically renew every two years as long as total royalty payments for all Licensed Products exceed $2,500.00 USD each year, unless terminated in accordance with this Section 5 or in the termination provisions provided elsewhere in this Agreement.

5.2 Either Party (&