Exhibit
      10.4

     

    SUBLICENSE
      AGREEMENT

    Dispenser
      Products

    


    THIS
      SUBLICENSE
      AGREEMENT (this
      "Agreement") is made as of 2nd
      day of
      June, 2006 by and between INNOPUMP
      INC. (“INN”),
      a corporation formed under the laws of the State of Delaware, having an address
      at 305 Madison Avenue, New York, New York 10165 (“Innopump”), and VDM
      HOLDINGS, LLC,
      (“VDM”)
      a limited liability company formed under the laws of the State of New York
      having an address at 305 Madison Avenue, New York, New York 10165 or any
      majority owned subsidiary thereof. 

    


    RECITALS

    


    A. Pursuant
      to that certain Amended and Restated License Agreement dated as of January
      1,
      2003 (the “Master License Agreement”) between Gerhard Brugger (“Brugger”) and
      Sea Change, attached as Exhibit B hereto, Brugger granted to Sea Change the
      exclusive right to exploit a certain variable flow dispenser described
      in
      PCT/DE 99/02568 Pumpkopf.

    


    B. Pursuant
      to that certain License Agreement dated as of May 1, 2005 (the “Sub-License,
      Development and Technology Transfer Agreement for Versadial Delivery Pump”)
      between Sea Change Group (“SCG”) and Innopump (“INN”), attached as Exhibit A
      hereto, SCG granted to INN the exclusive rights, including development,
      manufacture, marketing, sales, and support for the Versadial® delivery
      pump.

    


    C. VDM
      and
      INN desire to enter into this Sublicense Agreement to grant VDM the exclusive
      right to exploit and market the Dispensers through direct response marketing
      and
      non-exclusively through other selected channels of distribution, upon and
      subject to the terms and conditions hereof.

    


    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants herein
      contained, the parties hereto agree as follows:

    


    1. SUBJECT
      TO MASTER LICENSE AGREEMENT:
      This
      License is and shall be subject and subordinate to the Master License Agreement
      and to all matters to which the Master License Agreement is and shall be subject
      and subordinate. Notwithstanding anything to the contrary contained in this
      License, VDM does not have any rights in respect of the Dispensers greater
      than
      INN's rights under the Master License Agreement. The provisions, terms,
      conditions and covenants of the Master License Agreement are incorporated by
      reference into this License such that, except to the extent that they are
      inapplicable or specifically modified by the provisions of this License for
      the
      purposes of incorporation by reference, each and every provision, term,
      condition and covenant of the Master License Agreement binding upon or inuring
      to the benefit of the licensor thereunder shall, in respect of this License,
      bind or inure to the benefit of INN, and each provision of the Master License
      Agreement binding upon or inuring to the benefit of the licensee thereunder
      shall, in respect of this License, bind or inure to the benefit of VDM, with
      the
      same force and effect as though those provisions were completely set forth
      in
      this document. To the extent possible, the provisions of the Master License
      Agreement incorporated by reference into this License shall be construed as
      consistent with and complementary to the other provisions of this License,
      but
      in the event of any inconsistency, those provisions of this License not
      incorporated by reference from the Master License Agreement shall control.
      Capitalized terms used herein shall have the meaning ascribed to them in the
      Master License Agreement. INN covenants and agrees it will take all necessary
      action to enforce its rights under the Master License Agreement and will provide
      VDM with notice of any defaults under the VDM Agreement.

     

    
      
         

      

      
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    2. TERRITORY:
      The
      Territory shall be global. 

    


    3. GRANT
      OF LICENSE:

    


    3.1 INN
      hereby grants to VDM the exclusive right through direct marketing channels
      to
      (the “License”) license, manufacture, distribute or develop the Dispenser
      (together with any Improvements), whether alone or in conjunction with third
      parties; and manufacture or produce and sell the Products in the Territory
      for
      all product sectors.

    


    3.2.   VDM
      may
      sublicense, as differentiated from an assignment of this Agreement, which is
      covered separately below, all or part of its rights hereunder in the Territory.
      Any sublicense is subject to VDM providing that INN shall be entitled to receive
      all relevant documentation in connection therewith to verify the revenues
      thereunder, including, without limitation, copies of the sublicense and all
      reports, audits, and other documentation delivered to VDM as provided by the
      sublicense and the operation thereof and shall be subject to all covenants
      of
      the VDM license contained in this Agreement. 

    


    3.3.  Any
      assignment of this Agreement is prohibited except with (i) the prior written
      consent of INN (which consent may be withheld by INN it its sole
      discretion).

    


    4. TERM:
      The
      term of the License shall commence on the date first stated above and shall
      continue in effect until expiration of the Master License Agreement.


    


    
      
         

      

      
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    5. ROYALTIES:
      In
      consideration of the rights granted to it under this Agreement, VDM agrees
      to
      pay to INN the following royalties or License fees (the
      "Royalties").

    


    5.1. With
      respect to the sale of Dispensers, purchased by VDM from INN (or from a party
      designated by INN that has been licensed by INN to sell dispensers), to a third
      party or as a component of a Product, or through VDM sublicensing to third
      parties, excluding VDM majority owned subsidiaries, INN shall receive 3.5%
      of
      Net Sales. As used herein, “Net Sales” shall mean VDM’s gross revenues less only
      applicable sales, use, value added or similar taxes assessed on sales,
      authorized returns, allowances, discounts, credit card merchant discount charges
      and breakage.

    


    5.2. Such
      Royalties to be paid on the same basis as required of INN to Brugger, as
      detailed in Exhibit A hereto, in the Master License calculated on cash receipts.
      

    


    5.3. VDM
      shall
      retain liability for the payment of any Royalties notwithstanding any
      sublicensing by VDM of any of its rights hereunder.

    


    6. MINIMUM
      PURCHASES:

    


    6.1. In
      order
      to secure and maintain it exclusive rights hereunder, VDM will purchase a
      minimum number of Dispensers each year, based on the date of binding purchase
      orders, from INN or an entity designated by INN, as follows:

    


    
      	
              Time
                period

            	 	
              Minimum
                Dispensers Ordered per Time Period

            	 	
              Minimum
                Dispensers Ordered in Aggregate from Inception

            
	
              Inception
                through Dec. 31, 2006

            	 	
              40,000

            	 	
              40,000

            
	
              Calendar
                2007

            	 	
              75,000

            	 	
              115,000

            
	
              Calendar
                2008

            	 	
              115,000

            	 	
              230,000

            
	
              Calendar
                2009 and thereafter

            	 	
              5%
                increase over prior calendar year minimum

            	 	
              Prior
                year minimum plus current Time Period
                minimum

            


    

    


    
      	 	
              6.2.

            	
              If
                VDM fails to meet the minimum in any calendar year, exclusivity shall
                not
                be terminated unless such failure to meet the Aggregate Minimum is
                not met
                by the end of the following calendar year. If VDM loses its exclusivity
                through failure to make minimums, the balance of the term of this
                Agreement shall be on a non-exclusive basis provided VDM continues
                to pay
                all Royalties earned when due and otherwise complies with this
                Agreement.

            


    

     

    
      	 	
              6.3.

            	
              First
                year minimums shall be accrued from first purchase of dispensers
                by VDM,
                which occurs prior to inception (i.e. prior to the start of the Term)
                of
                this agreement.

            


    

     

    
      
         

      

      
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              6.4.

            	
              INN
                agrees to sell dispenser components to VDM using “most favored nation”
                pricing, meaning the price will be no lower that INN’s best price offered
                it’s customers, prior to royalties, and consistent with the provisions
                of
                the Master Agreement.

            


    

    


    7. REPRESENTATIONS
      AND WARRANTIES:

    


    7.1. Representations
      of INN:
      INN
      hereby represents and warrants to VDM as follows:

    


    7.1.0.
      INN has
      full power and authority to enter into this Agreement and to perform its
      obligations contained herein;

    


    7.1.1. 
      The
      execution, delivery and performance of this Agreement are within INN's corporate
      powers, have been duly authorized by all necessary corporate action, do not
      and
      will not violate any law, rule, regulation, order, writ, judgment, injunction,
      decree, award or contractual restriction binding on or affecting INN or any
      of
      its properties;

    


    7.1.2. 
      INN
      represents and warrants that INN is not subject to any other agreement wherein
      a
      third party may have a claim to the use or ownership of the Dispenser that
      is
      adverse to the interest of VDM granted herein.

    


    7.1.3. 
      INN has
      no knowledge of any existing infringement of its rights to grant the License,
      nor of any dispute as to the ownership or any other matter that would adversely
      affect INN's ability to enter into this Agreement or grant the rights herein
      granted.

    


    7.2. Representations
      of VDM:
      VDM
      hereby represents and warrants to INN as follows:

    


    7.2.1. 
      VDM has
      full power and authority to enter into this Agreement and to perform its
      obligations contained herein; and

    


    7.2.2. 
      the
      execution, delivery and performance of this Agreement are within VDM's corporate
      powers, have been duly authorized by all necessary corporate action, do not
      and
      will not violate any law, rule, regulation, order, writ, judgment, injunction,
      decree, award or contractual restriction binding on or affecting VDM or any
      of
      its properties.

    


    8. COVENANTS
      OF VDM:
      VDM
      further covenants and agrees:

    


    8.1.   To
      use,
      apply and direct its best efforts to promote the sale or other disposition
      of
      the Dispenser and the Products within the Territory.

    


    8.2.   To
      conduct all of VDM's operations hereunder in compliance in all material respects
      with all applicable laws, rules and regulations of all applicable governmental
      authorities.

     

    
      
         

      

      
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    9. PATENT
      AND INTELLECTUAL PROPERTY RIGHTS: VDM
      acknowledges INN’s exclusive rights in the Dispenser and patents as provided in
      the Master License Agreement. VDM shall not, at any time during or after the
      term of this Agreement, dispute or contest, directly or indirectly, INN’s right
      and title to the Dispenser, such patents or the validity thereof.
      Notwithstanding the foregoing, nothing herein shall be deemed a waiver of the
      right of VDM, as a member of the general public, to use, market or exploit,
      without compensation to INN, rights that are not protected, or by the action
      or
      inaction of INN come into the public domain.

    


    10. CONFIDENTIALITY:
      Except
      as required by request of, or to fulfill obligations to, INN or any affiliated
      entity, applicable legal or accounting requirements or disclosure obligations
      relative to security offerings, each of the parties hereto for themselves,
      and
      each of their respective representatives and Affiliates, covenants and agrees
      that it shall treat and safeguard as confidential and secret and shall not
      use
      or disclose to others any proprietary or confidential information (the
”Protected Information”) disclosed to it, its agents, representatives, officers,
      directors, employees or advisors with respect to the transactions contemplated
      herein. Each of the parties and their Affiliates shall return to the others
      all
      Protected Information furnished to any of them or any of their agents,
      representatives, officers, directors, employees or advisors by the others or
      their agents, representatives, officers, directors, employees or advisors and
      shall maintain such confidentiality during the applicable term hereof or of
      this
      Agreement to which such material applies, and for a period of three (3) years
      after the Term. For purposes of this provision, Protected Information shall
      not
      include sales and royalty information or any other information, which is, at
      the
      time of its disclosure, in the public domain or otherwise becomes available
      to a
      party on a non-confidential basis from an independent source, which is not
      prohibited from revealing such information. 

    


    11. BOOKS
      AND RECORDS:
      

    


    11.1. If
      requested by INN, and on no more frequent than a monthly basis VDM shall provide
      INN with copies of all customer invoices, shipments, and a schedule of cash
      receipts. Such information shall be provided by the 15th day of the following
      month. VDM shall also provide, when requested, on a quarterly basis copies
      of
      all invoices from suppliers, a list of all shipments to customers, a current
      list of all suppliers and customers and ten (10) samples of any products VDM
      produces. Such information and samples shall be provided by the 15th day of
      the
      month following the close of the prior quarter. In addition, at the request
      of
      INN, an annual audit of the Company's financial statements with respect to
      payments and earnings due or earned pursuant to this Agreement may be requested
      by INN and shall be performed by an independent accounting firm at the sole
      cost
      of VDM and shall be provided to INN within 60 days of the fiscal year end.
      

    


    11.2. While
      this Agreement remains in effect, and for the period of two (2) years
      thereafter, VDM shall keep and maintain complete and accurate books and records
      of all its purchases and sales of Dispensers and Products, in sufficient detail
      to enable determination of Royalties payable hereunder. VDM shall permit INN,
      by
      its duly authorized agents and representatives, to examine and audit VDM's
      books
      and records during reasonable business hours, and with reasonable advance
      written notice, for the purpose of verifying any payment required under this
      Agreement and VDM's compliance with its obligations hereunder. In the event
      any
      amounts due and payable to INN have been underpaid by ten percent (10%) or
      more,
      VDM shall pay promptly to INN the cost of such examination and audit, in
      addition to the amount of such underpayment. Any payments or statements not
      challenged within two (2) years of receipt thereof shall be deemed
      accepted.

     

    
      
         

      

      
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    11.3. If
      three
      (3) consecutive audits show that amounts due and payable to INN have been
      underpaid by five percent (5%) or more, VDM shall pay promptly to INN (i) the
      cost of all such examinations and audits, plus (ii) twice the amount of such
      underpayment.

    


    11.4. All
      sublicenses shall incorporate terms comparable to these provisions as to the
      maintenance of books and records and access thereto and confidentiality, with
      the right of INN to act directly in connection therewith.

    


    12. BROKERS:
      Neither
      party has employed any broker or finder in connection with the transactions
      contemplated by this Agreement

    


    13. TERMINATION:
      INN
      shall have the right to terminate this Agreement by written notice delivered
      to
      VDM upon the occurrence of any of the following events:

    


    13.1.   If
      the
      VDM fails to make payments or submit statements and reports as required hereby,
      and fails to cure such breach within ten (10) days after receipt of written
      notice from INN, sent by certified or registered mail.

    


    13.2.   If
      VDM
      becomes subject to any voluntary or involuntary insolvency, bankruptcy or
      similar proceedings, or an assignment for the benefit of creditors is made
      by
      VDM, and the same remains undischarged for a period of thirty (30)
      days.

    


    13.3.   If
      VDM
      breaches any other term or provision of this Agreement and fails to cure such
      breach within thirty (30) days after receipt of written notice from INN, sent
      by
      certified or registered mail, specifying the particulars of such
      breach.

    


    13.4. If
      VDM
      demonstrates a pattern of violation of this Agreement wherein INN has repeatedly
      been obligated to, and has properly provided demands and termination notices
      and
      such pattern continues unabated, INN may validly commence an arbitration to
      terminate this Agreement based on such pattern of violations.

    


    14. EFFECT
      OF EXPIRATION OR TERMINATION:

    


    14.1.   On
      expiration or termination of this Agreement, VDM shall immediately stop the
      manufacture, sale and distribution of all Products and shall send INN a complete
      inventory report and accounting with full payment due, within sixty (60) days
      after such expiration or termination.

    


    14.2.   If
      this
      Agreement is not terminated because of VDM's breach, VDM shall have a period
      of
      180 days, commencing with the expiration or other such termination date in
      which
      to sell-off Products under this Agreement which are on hand or in process as
      of
      such date: provided, however, VDM complies with all the terms and conditions
      of
      this Agreement, including but not limited to, VDM's obligation to pay royalties
      on and to account to INN for such sales.

     

    
      
         

      

      
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    14.3.   On
      expiration or termination of this Agreement, other than as provided in section
      14.2, VDM and any permitted sub-licensees hereunder shall have no further right
      to exercise the rights licensed. All remaining Products and component parts
      thereof shall be destroyed and VDM shall promptly deliver to INN a certificate
      of destruction evidencing same. VDM agrees that (i) its failure to cease the
      manufacture, sale and/or distribution of Products upon the expiration or
      termination of the Agreement will result in immediate and irreparable damage
      to
      INN, (ii) there is no adequate remedy at law for such failure and (iii) in
      the
      event of such failure, INN shall be entitled to injunctive relief. INN shall
      be
      entitled to recover from VDM, in addition to any other remedies in the event
      of
      default, any and all attorneys' fees, costs and expenses, including collection
      agency fees, incurred by INN to enforce the provisions hereof.

    


    15. INDEMNIFICATION:

    


    15.1.
      INN
      shall indemnify VDM, its parents, subsidiaries, Affiliates, officers, directors,
      representatives, employees and agents ("Indemnities"), from and against, and
      shall hold Indemnities harmless against any claims, damages, liabilities or
      final judgments resulting from any and all third party claims, liabilities
      demands, causes of action, judgments, and expenses (including but not limited
      to
      reasonable attorney's fees and court costs) (i) for a breach of any of the
      warranties or representations of INN herein, or (ii) based upon VDM's use of
      the
      Dispenser as authorized by this Agreement violating or conflicting with rights
      of such third parties to use of the Dispenser; provided, however, that VDM
      shall
      notify INN in writing within ten (10) business days after VDM receives
      notification of any claim or suit covered by the foregoing indemnity. INN shall
      have the right and option to undertake and control the defense of any such
      claim
      or suit and VDM shall cooperate fully with INN in connection
      therewith.

    


    15.2.
      VDM
      shall indemnify INN, its parents, subsidiaries, Affiliates, officers, directors,
      representatives, employees and agents ("Indemnities"), from and against, and
      shall hold Indemnities harmless against any claims, damages, liabilities or
      final judgments resulting from any and all third party claims, liabilities
      demands, causes of action, judgments, and expenses (including but not limited
      to
      reasonable attorney's fees and court costs) for a breach of any of the
      warranties or representations of VDM herein; provided, however, that INN shall
      notify VDM in writing within ten (10) business days after INN receives
      notification of any claim or suit covered by the foregoing indemnity. VDM shall
      have the right and option to undertake and control the defense of any such
      claim
      or suit and INN shall cooperate fully with VDM in connection
      therewith.

    


    16. INSURANCE:
      VDM
      agrees to obtain and maintain at its own expense, if requested in writing by
      INN, a comprehensive general liability insurance policy, from a recognized
      insurance company and in a form reasonably acceptable to INN, providing coverage
      of the minimum amounts of U.S. $1,000,000 per event and U.S. $1,000,000 in
      the
      aggregate to insure against all claims of third parties, with INN named as
      an
      additional insured, and with an endorsement that such insurance may not be
      canceled or amended except upon thirty (30) days prior written notice to INN.
      VDM shall provide written evidence to INN of such coverage promptly upon demand
      for same. 

     

    
      
         

      

      
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    17. APPLICABLE
      LAW; JURISDICTION:
      The
      terms and conditions of this Agreement and all matters directly or indirectly
      related hereto shall be governed by the internal law of the State of New York,
      without regard to its conflict or choice of law provisions.

    


    18.   ARBITRATION:

    


    18.1.   Any
      dispute arising out of, in connection with, or in relation to this Agreement
      or
      the making of validity thereof or its interpretation or any breach thereof
      shall
      be determined and settled by arbitration in New York City by a sole arbitrator
      having substantial experience in matters of this nature pursuant to the
      commercial arbitration rules and regulations then obtaining of the American
      Arbitration Association and any award rendered therein shall be final and
      conclusive upon the parties, and a judgment thereon may be entered in the
      highest court of the forum, state or federal, having jurisdiction. The service
      of any notice, process, motion or other document in connection with an
      arbitration award under this Agreement or for the enforcement of an arbitration
      award hereunder may be effectuated by either personal service or by certified
      or
      registered mail to the respective addresses provided herein.

    


    18.2.   By
      execution and delivery of this Agreement, the parties each respectively accept,
      for itself and its property, generally and unconditionally, the jurisdiction
      of
      the aforesaid Arbitration Tribunal, Courts and any related Appellate Court,
      irrevocably agrees to be bound by any judgment rendered thereby and in
      connection with this Agreement, and irrevocably waive any objection either
      party
      may now or hereafter have as to the venue of any such action or proceeding.
      Each
      party consents to the service of process in the Arbitration or out of any of
      the
      aforementioned Courts by mailing copies thereof by certified mail, postage
      prepaid, such service to become effective three (3) business days after such
      mailing. Nothing herein shall effect either party's right to service of process
      in any other manner prescribed by law. Any judicial proceeding by either party
      against the other involving, directly or indirectly, any matter, in any way
      arising out of, related or connected with this Agreement shall be brought only
      in a Court located in the City of New York.

    


    18.3.
       The
      non-prevailing party in any arbitration shall be responsible for the fees of
      the
      AAA and the arbitrator as well as all of the prevailing party’s actual costs and
      expenses incurred (including reasonable attorney’s fees and expenses) in
      connection with the arbitration. Prevailing party, in this connection, shall
      mean a party that receives an unqualified award for the relief requested in
      the
      Demand for Arbitration.

    


    19. ENTIRE
      AGREEMENT; AMENDMENT; SEVERABILITY:
      The
      entire agreement between the parties is incorporated in this Agreement
      (including all schedules and exhibits attached hereto) and supersedes all prior
      discussions and agreements among the parties relating to the subject matter
      hereof. This Agreement can be modified only in writing when duly signed by
      authorized representatives of each party. Each provision hereof is intended
      to
      be severable. If any term or provision hereof is determined by a court of
      competent jurisdiction illegal or invalid for any reason, such illegality or
      invalidity shall not affect the validity of the remainder of this
      Agreement.

     

    
      
         

      

      
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    20. EXPRESS
      AND IMPLIED PROMISES:
      The
      parties acknowledge that no other party, or any agent or attorney of any other
      party, has made any promise, representation or warranty whatsoever, express
      or
      implied, not contained herein concerning the subject matter hereof, to induce
      them to execute this Agreement, and acknowledge that they have not executed
      this
      instrument in reliance on any such promise, representation or warranty not
      contained herein, and further acknowledge that there are no other agreements
      or
      understandings between the Parties relating to this Agreement that are not
      contained herein.

    


    21. NOTICES:
      Any
      notice to be given hereunder shall be sent by registered or certified mail,
      return receipt requested, major overnight carrier, or telecopy to a facsimile
      number provided by the respective party with a copy sent by regular mail, or
      by
      delivering the same personally to the parties at the addresses first set forth
      herein. Any party may designate a different address by notice so given. Any
      notice mailed, sent by overnight carrier or personally delivered as aforesaid
      shall be deemed to have been given on the date of receipt; telecopies shall
      be
      deemed received on the business day after being sent by telecopy.

    


    22. FORCE
      MAJEURE:
      No
      party shall be responsible for, and shall not be considered in breach or default
      of this Agreement on account of any failure to perform or delay in the
      performance of any obligations hereunder caused by acts of God, flood, fire,
      storm, war, labor disturbances, including strikes and lockouts, governmental
      regulations, or interference or other events not within the reasonable control
      of the responsible party and which such party in unable to overcome by the
      exercise of reasonable diligence. The time to perform the relevant obligation
      shall be extended until the circumstances or condition is relieved, but in
      no
      event shall such delay exceed 90 days without the express written consent of
      the
      party to whom the obligation is owed.

    


    23. COUNTERPARTS;
      FACSIMILE SIGNATURES:
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but which individually or together shall constitute one
      and
      the same instrument. The submission of a party's signature by facsimile
      transmission shall be deemed an original signature, provided that the original
      signature page is immediately transmitted to the other parties in accordance
      with the notice section of this Agreement.

    


    24. RELATIONSHIP
      OF THE PARTIES:
      Nothing
      in this Agreement shall be construed to create an agency, partnership or joint
      venture between the parties, and no party shall have, nor shall it hold itself
      out to any third party as having, the power to obligate or bind any other in
      any
      manner whatsoever. 

    


    25. WAIVERS:
      No
      delay or omission by any party in exercising any right or power accruing upon
      the non-compliance or failure or performance by any other party hereto of any
      provisions of this Agreement shall impair any such right or power, or to be
      construed to be a waiver thereof. A waiver by any party of any of the covenants,
      conditions or agreements hereof to be performed by any other party must be
      in
      writing and signed by the party who is waiving such covenants, conditions or
      agreements.

     

    
      
         

      

      
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    IN
      WITNESS HEREOF, the parties have executed, or caused this Agreement to be
      executed, as of the date first above written.

     

    
      	
              VDM
                HOLDINGS, LLC

            	 	 	
              INNOPUMP
                INC.

            
	 	 	 	 
	By
 /s/
David
              Arfine	 	 	
              By 
                /s/
                Paul Block

            
	
              
                

              

              David
                Arfine

              President

            	 	 	
              
                

              

              Paul
                Block

              President

            


    

     

    
      
         

      

      
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    EXHIBIT
      A


     

    Sublicense,
      Development and Technology Transfer Agreement dated
      May
      1, 2005 between Innopump, Inc. and Sea Change Group, LLC

    


    [set
      forth as Exhibit 10.3 to this Registration Statement
      and incorporated herein by reference]

     

    
      
         

      

      
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    EXHIBIT
      B

    


    Amended
      and Restated License Agreement dated
      January 1, 2003 between Sea
      Change Group, LLC and Gerhard Brugger

    


    [set
      forth as Exhibit 10.2 to this Registration Statement
      and incorporated herein by reference]

     

    
      
         

      

      
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