MANUFACTURING AND DISTRIBUTION LICENSE AGREEMENT

Exhibit 10.4

MANUFACTURING AND DISTRIBUTION LICENSE AGREEMENT

THIS AGREEMENT (“Agreement’) dated May 30, 2005, among IMPULSE TECHNOLOGY LTD., an Ohio limited liability company whose address is 30612 Salem Drive, Bay Village; Ohio 44140-1127 (“Licensor”), CYBEX INTERNATIONAL INC., a New York corporation, whose address is 10 Trotter Drive, Medway MA 02053 (‘Licensee”); and TRAZER TECHNOLOGIES, INC., an Ohio Corporation f/k/a ARENA, INC, whose address is 30612 Salem Drive, Bay Village, Ohio 44140-1127 (“Trazer Tech”), which replaces in its entirety the previous Agreement, of 11/23/2003 among the parties;

WITNESSES THAT:

WHEREAS, Licensor and Trazer Tech own the TRAZER Patents, Know-How Proprietary Rights, Works and Technical Information as described in “DEFINITIONS” below relating to an interactive, computer-based simulator employing tracking sensor(s) for the purpose of assessing or enhancing human physical and/or cognitive performance, fitness and health;

WHEREAS, Licensor has heretofore granted to Trazer Tech, an exclusive, worldwide license for the sale of products utilizing TRAZER Technology in the medical, commercial fitness, consumer and industrial markets pursuant to a license agreement between Licensor and Trazer Tech dated September 25th, 2003, (the “TRAZER Agreement”);

WHEREAS, licensor desires to grant to Licensee an exclusive worldwide license to the TRAZER Technology in all markets with the exception of Home Health Care Software Programs and Services and certain Institutional Health Care Software Programs and Services , as described more particularly herein, and Licensee is willing to accept such license, upon the terms and provisions hereof;

WHEREAS, Trazer Tech agrees to license to Licensee any rights or interests in the TRAZER Technology, which it may have or which it may have acquired at any time during which it licensed Trazer Technology from Licensor pursuant to the TRAZER Agreement, and which relate to or are used or Licensee finds useful in connection with this Agreement;

NOW, THEREFORE, in consideration of the covenants contained herein and the payments to be made hereunder, and intending to be legally bound hereby, Licensor, Licensee and Trazer Tech agree as follows:

1. DEFINITIONS.

As used herein,

(a.) “ TRAZER Technology ” means an interactive, computer based simulator employing tracking sensor(s) for the purpose of assessing or enhancing human physical and/or cognitive performance, fitness and health, and includes, but not by way of limitation, a method or means for tracking human movement in response to proprietary software programs that deliver movement challenges to the user for the purpose of assessing and/or enhancing physical and/or cognitive performance, fitness and health.

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(b.) “TRAZER Product ” means a product employing the TRAZER Technology and/or covered by the TRAZER Patents.

(c.) “ TRAZER Patents ” means all domestic utility or design patents, patent applications or other similar rights that are filed or issued with respect to the TRAZER Technology including U.S. Patents 6,073,489, 6,098,458, 6,308,565, 6,430,997, and 5,524,637, and U.S. Patent Application 20030077556. “TRAZER Patents” also means all foreign utility or design patents, patent applications or other similar rights with respect to the TRAZER Technology that may be filed in any other countries. Without limiting the generality of the foregoing, “TRAZER Patents” also means any divisional, continuation, continuation-in-part, or substitute U.S. patent application that shall be based on any of the aforementioned U.S. Patents; and any patents that shall issue on any of the aforementioned patent applications or on any improvements thereof, and any reissues or extensions thereof.

(d.) “ Technical Information ” means all proprietary trade secrets, manufacturing methods, processes, formulations, techniques, engineering drawings, specifications and technical data, whether or not embodied in a written instrument, owned or controlled by Licensor or Trazer Tech or Licensee, which are used or useable in the development, manufacture, use or sale of any product or service, or improvement thereof, manufactured, marketed or sold under a license to the TRAZER Technology, as well as proprietary information owned or controlled by Licensor or Trazer Tech or Licensee related to the marketing, sale and distribution of the Licensed Programs, or improvements thereon, including but not limited to, information as to the trade secrets, inventions, ideas, product specifications, improvements, data, Know-How, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, materials, past, current, and planned research and development, current and planned manufacturing or distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, current and prospective financing sources, names and backgrounds of key personnel, personnel training techniques and materials, computer software and programs (including object codes and source codes), and computer software and database technologies, systems, structures and architectures.

(e.) “ Know-How ” means all designs, formulae, technologies, inventions, discoveries, improvements, trade secrets, manufacturing methods, processes, techniques, engineering drawings, specifications and technical data, whether or not embedded in a written instrument, owned or created by or for Licensor or Trazer Tech or Licensee which are related to, associated with, or conceived, reduced to practice, devised or developed, used or usable in connection with, or are a part of, the TRAZER Technology or improvements thereon.

(f.) “ Works ” means any and all works of authorship (including, without limitation, software applications, source code and object code, manuals or other documentation, and marketing and sales materials associated therewith) comprising, embodied in, or associated with the TRAZER Technology, and all Proprietary Rights therein.

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(g.) “ Work Product ” means any and all tooling and manufacturing hardware including, but not by way of limitation, molds, dies, fixtures and PCB artwork, and any and all manufacturing documentation associated therewith.

(h.) “ Home Health Care Software Programs and Services ” shall mean any and all software programs and associated services utilizing TRAZER Technology in the home and intended for use with TRAZER Product in the home, which software programs or services are either (i) medically prescribed, (ii) medically reimbursed, and/or (iii) used for the management of active conditions medically diagnosed in conformance with ICDM-9 diagnostic codes and all subsequent versions of this code including ICDM-10 and ICF.

(i.) “ Exclusive Home Health Care Software and Services Capabilities ” means the exclusive right to communicate and manage data produced by Home Health Care Software Programs and Services used on TRAZER Product between a patient’s home and clinicians and/or third-party payers in connection with services provided in the patients’ home.

(j.) “ Non-exclusive Health Care Software Programs ” means the non-exclusive software programs and associated services for use in private practice and institutional clinical settings.

(k.) “ Exclusive TRAQ Franchise Capabilities ” means the exclusive rights as defined in the TRAZER-TRAQ SUPPLY AND LICENSE AGREEMENT.

(l.) “ Licensed Territory ” means the known universe.

(m.) “ Net Selling Price ” means with respect to any TRAZER Product provided by Licensee to its customer, the total amount received from said customer by Licensee in respect of its sale or other disposition of TRAZER Product after deducting (i) any cash discounts, rebates, concessions and allowances, including warranty allocation, (ii) sales tax, freight and other shipping charges, including any insurance, (iii) credits to customers for returned TRAZER Product or adjustments to the cost of TRAZER Product provided, or damage or other customer non-acceptance of TRAZER Product.

(n.) “ Cost of Manufacturing ” means the cost of materials and direct labor burdened with the standard manufacturing overhead rates in accordance with the standard methodology (“Overhead Allocation”) approved by the Licensee’s auditors and as used in the valuation of Licensee’s general inventory in the plant of manufacture further described as follows. Licensee’s methodology for calculating Overhead Allocation to purchased materials shall be to compare the sum of the pool of budgeted overhead costs associated with the procurement, handling and management of material purchases to the budgeted material costs to produce a rate that is applied to the cost of materials. The departments associated with the cost of Overhead Allocation to materials are purchasing, sourcing, inventory control and quality control. For purposes of reference relative to reasonableness of any future changes to Overhead Allocation to materials, the current Overhead Allocation to materials is 0.078 times cost of material. Licensee’s methodology for calculating Overhead Allocation to direct labor shall be to add the sum of the pool of budgeted overhead costs associated with product manufacturing to the cost of direct labor as follows. The budgeted sum of such overhead costs is divided by the budgeted direct labor

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hours to produce an overhead rate. This rate is then compared to the direct labor rate of each department and a percentage per department is developed. The departments involved in the Overhead Allocation to direct labor are the machine shop, fabrication, welding, paint, assembly, maintenance, plant facility, safety, environmental, manufacturing engineering, and production office and management. For purposes of reference relative to reasonableness of any future changes to Overhead Allocation to direct labor, the current average Overhead Allocation to direct labor is $36.63 per hour.

(o.) “ Gross Margin ” means Net Selling Price less Cost of Manufacturing.

(p.) “ Revenue Share ” means the percentage of Gross Margin paid by Licensee to Trazer Tech as described in Schedule A.

(q.) “ Proprietary Rights ” means all patent, copyright, trademark (including associated goodwill), trade secret, Know-How, Moral Rights, and other intellectual property or proprietary rights, foreign or domestic, in or to, associated with, arising in connection with, or related to the TRAZER Technology (and all elements or components thereof) or any inventions or Works.

(r.) “ Moral Rights ” means any right to:

2. LICENSE AND LIMITS AND RESTRICTIONS OF LICENSE.

(a.) Licensor hereby grants to Licensee, upon and subject to all the terms and conditions of this Agreement, an exclusive license to use and exploit the TRAZER Technology, including, but not by way of limitation, the exclusive right and license to use and exploit the Know-How, TRAZER Patents, Works, Technical Information and all Proprietary Rights associated therewith, for the purpose of developing, manufacturing, selling, providing, distributing, leasing or using Trazer Technology including, but not by way of limitation, improvements thereon, in the Licensed Territory.

(b.) Licensor hereby grants to Licensee, upon and subject to all the terms and conditions of this Agreement, a non-exclusive license to use and exploit the TRAZER Technology, including, but not by way of limitation, the exclusive right and license to use and exploit the Know-How, TRAZER Patents, Works, Technical Information and all Proprietary Rights associated therewith, and the non-exclusive right to use, copy and modify the source code for the Non-exclusive Health Care Software Programs, and distribute the object code of same, for the purpose of developing, selling, providing, distributing, sublicensing, leasing, using or transferring the Non-exclusive Health Care Software Programs in the Licensed Territory.

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(c.) Licensor specifically restricts Licensee from creating TRAZER Product Software Programs, and from marketing or selling any software product or service utilizing TRAZER Technology for any use in the home that is either, (i) medically prescribed, (ii) medically reimbursed, and/or (iii) used for the management of active conditions medically diagnosed in conformance with ICDM-9 diagnostic codes in the Exclusive Home Health Care Software and Services Capabilities.

(d.) Licensor agrees to assist Licensee in the training of sales agents and distributors on the use and application of the TRAZER product. The approved cost of travel and lodging related to this assistance shall be born by the Licensee.

(e.) Licensor shall provide personnel at a minimum of four (4) trade shows per year to assist in the marketing and sales of the TRAZER product. The approved cost of travel and lodging related to this assistance shall be born by the Licensee.

(f.) Licensee agrees that it will not market or sell TRAZER Product incorporating or for use with “TRAQ Franchise Exclusive Capabilities” without expressed written permission of Traq, Inc. The term “TRAQ Franchise Exclusive Capabilities” is defined in the TRAZER-TRAQ SUPPLY AND LICENSE AGREEMENT, a copy of which is attached hereto as Exhibit A.

(g.) Licensee agrees to assume costs and responsibilities incurred from the date of this Agreement forward, and those specific costs listed in Schedule B, and to make reasonable commercial efforts relative to ongoing design, engineering, manufacturing, commercialization, product enhancements and improvements, marketing, distribution and sales of Trazer Technology and Trazer Product including software and hardware.

(h.) Licensee agrees to introduce a CYBEX-branded Trazer Product on or before February 27th, 2004. It is understood that this may be a prototype based on technology available at the time of signing of this Agreement.

3. TRADE NAMES AND TRADEMARKS.

During the term of this Agreement, Licensee will have the royalty-free right and license (and Licensor and Trazer Tech hereby grant such royalty-free right and license) to prominently use the trade name/mark TRAZER ^® and any other trade marks or trade names relating to the TRAZER Technology in advertising and promotional materials with respect to TRAZER Product. Licensee shall label Trazer Product, packaging and related materials using or incorporating the TRAZER Technology with the TRAZER ^® name and trademark.

4. ESTABLISHMENT OF NET SELLING PRICE.

The minimum Net Selling Price shall not be lower than a multiple of 2.26 times Cost of Manufacturing with the exception of any event or case in which Licensee no longer has an exclusive License as described in 2.a.

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5. COMPENSATION.

(a.) In consideration for the licenses granted hereunder, a