Ikona Gear International, Inc. - Exhibit 10.2






DEVELOPMENT AGREEMENT 

          THIS
AGREEMENT is entered into this 24th day of October, 2005, between **,
with offices located at 10500 W. 153rd St, Orland Park, IL 60462-3099
(hereinafter referred to as “BUYER”), and Ikona Gear Corp., with offices located
at Unit 1-1850 Hartley Avenue, Coquitlam, B.C., V3K 6A1 (hereinafter referred to
as “SELLER”). ** Portions of this exhibit have been omitted and filed
separately with the SEC. Confidential treatment has been requested with respect
to the omitted portions.

     1. Scope of Work. Seller
agrees to develop and produce one (1), ** Antenna Pedestal in accordance with
the attached ** specification 216064, Rev. A (herein referred to as the
“Product”). The Seller also agrees to provide the Solid Works® model, and will
supply drawings in accordance with ** specification 216064, Rev. A upon the
Buyer exercising its option to either purchase units or have units manufactured
under license. The Buyer has the option of purchasing additional units of the
Product per Option 1 in Attachment A. In undertaking such development and
testing, Seller shall meet the Buyer’s technical requirements and each party
hereto shall use commercially reasonable efforts to perform all of its
obligations set forth in the specifications and applicable Statement of Work, if
any. The parties may amend specification 216064 at a later date. Except as
otherwise specifically provided in Section 2, Seller shall be solely responsible
for all of its costs and expenses incurred by Seller and associated with the
development and testing of the Product, in accordance with ** specification
216064, Rev. A . ** Portions of this exhibit have been omitted and filed
separately with the SEC. Confidential treatment has been requested with respect
to the omitted portions.

     2. Agreement Price. The
Agreement Price is the total price for all Products and deliverables as detailed
in Attachment A, Products, Prices, Options and Milestone Payment
Schedule, and includes any Buyer Options exercised by Buyer, except for
Buyer Options exercised in accordance with Section 3 hereunder. Prices are in US
dollars and payments shall be made in US dollars. 

     3. Volume Production.
Following successful development of the Product in accordance with this
Agreement, the Buyer, or other ** companies or by Buyer appointed third party
may, at its sole discretion, enter into a separate manufacturing, supply and
support agreement to be mutually negotiated by the Buyer and Seller, for the
provision of volume production units at the firm fixed prices set forth under
Buyer Options in Attachment A. It is expressly understood and agreed that Buyer
shall have no obligation under this Agreement to purchase volume production
units or enter into a manufacturing, supply and support agreement with the
Seller for purchase of the volume production units. It is also understood that
it is the mutual interest of both parties to have the Seller manufacture, supply
and support the Product for one year prior to training third parties or the
Buyer on appropriate manufacturing and handling procedures for the new
technologies incorporated in the Product. In the event that Buyer seeks to
appoint a third party manufacturer for the Product, Buyer shall offer Seller the
right of first refusal to match the third party’s offer. If the Sell is unable
to meet the third party’s offer, and a third party manufacturers the Product,
the Buyer agrees to pay a fixed royalty of ** per Product to maintain the
exclusivity requirements of Section 13. If the Buyer is unable to meet the
volume requirements of Section 13 and exclusivity is lost, the Buyer agrees to
pay a royalty of ** per Product manufactured by a third party. ** Portions of
this exhibit have been omitted and filed separately with the SEC. Confidential
treatment has been requested with respect to the omitted portions.

     4. Ownership of Tooling.
Provided the Buyer has accepted the Product as per Attachment A, Item 1 (c), and
provided the buyer has exercised an option to order Additional Product, or
license Additional Product, any Tooling created specifically for the production
of the Product shall be owned by the Buyer. The Seller agrees to deliver such
Tooling to the Buyer at the Buyers request. Shipping costs shall be the
responsibility of the Buyer. 

     5. Payment Terms. Unless
otherwise agreed in writing by the parties, the Agreement Price shall be paid in
accordance with the milestone payment schedule in Attachment A. Payments shall
be due upon receipt of invoice. 

     6. Delivery, Risk of Loss and
Title Transfer. Delivery schedule for the Products shall be in accordance
with the schedule in Attachment A. Risk of loss and title transfer to the
Products shall occur upon delivery FCA Buyer’s facility (INCOTERMS 2000). 

     7. Force Majeure. Seller
shall not be liable for any delivery delays due to acts of God, acts of the
public enemy, fires, floods, acts of any government, acts of Buyer or other
delays due to causes beyond its reasonable control and without the fault of
Seller. In the event of any such contingency, Seller shall be given a reasonable
period of time in which to complete the performance of its obligations. If such
contingency continues in effect for a period in excess of thirty (30) days,
Buyer may cancel the agreement and/or purchase order, or any undelivered portion
thereof, without liability to Seller. 

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     8. Acceptance. Buyer shall
inspect the Products within sixty (60) days after delivery and shall notify
Seller in writing of any nonconforming Products. Buyer’s failure to notify
Seller within this time period or its use of the Products shall constitute final
acceptance of the Products and shall waive all claims of non-conformity, except
such claims governed by the terms of the Warranty. Any Product rejected as
nonconforming by Buyer within the inspection period shall be returned to Seller
at Seller’s sole expense. Seller shall replace the rejected Product in a prompt
and reasonable time period and shall pay all transportation charges to ship the
Product replacement to Buyer. 

     9. Warranty. Seller
warrants that for a period of the earlier of eighteen (18) months from the date
of shipment or twelve (12) months in operation, the Products will be free from
defects in material, workmanship and design work which arise under proper and
normal use and service. Buyer’s exclusive remedy hereunder is limited to
Seller’s repair or replacement such defective Product at no cost to Buyer. 

     10. Excessive Failure. In
the case of an Excessive Failure (hereinafter defined) of a Product, Seller
shall, at no cost to Buyer, promptly assist Buyer in analyzing the cause of the
failure and the solution to fix such failure. An “Excessive Failure” shall be
defined to have occurred in the event of a failure of the Product due to a
defect in material, workmanship and design work, for a period beginning on the
date of receipt by Buyer and ending twenty-four (24) months thereafter, where
such aggregate failure rate exceeds 2% during a quarterly measurement period
with respect to the Product. 

     11. Ownership of Existing
Rights. Each Party shall continue to own all intellectual property that was
owned by such Party prior to this Agreement. All inventions conceived or first
actually reduced to practice solely by Seller under this Agreement, and all
intellectual property rights resulting therefrom, shall be the exclusive
property of Seller. All inventions conceived or first actually reduced to
practice solely by Buyer under this Agreement, and all intellectual property
rights resulting there from, shall be the exclusive property of the Buyer. 

     12. Ownership of Product.
The Seller, whether directly or indirectly, agrees to sell the Product only to
the Buyer or other ** companies or a Buyer appointed third party. ** Portions
of this exhibit have been omitted and filed separately with the SEC.
Confidential treatment has been requested with respect to the omitted
portions.

     13. Ownership of Intellectual
Property. Seller hereby grants to Buyer a five (5) year exclusive, fully
paid-up worldwide license, to use, operate or maintain, sell or offer for sale
the Product using patents or other intellectual property rights covering the
Seller’s Gear Technology that is incorporated in the Product. This license is
limited to Government and Military tactical terminals including mobile,
transportable, flyaway, and quick deploy antennas. During such period, Seller
hereby agrees not to offer or sell its Gear Technology either directly or
indirectly to any other party for use in the aforementioned antenna products.
Such license shall be subject to the following yearly volume commitments:

     a) Year 1 – total of 5 Products
ordered 
     b) Year 2 – total of 25 Products
ordered 
     c) Year 3 – total of 50 Products
ordered 
     d) Year 4 – total of 100 Products
ordered

Products ordered shall include Products made by the Seller
and/or Products manufactured by a third party. The Buyer shall pay the Seller a
Royalty per Product, as specified in Section 3, for Product manufactured by a
third party while the exclusivity clause of this Section 13 is in effect. In the
event that any of the individual yearly volume commitments above are not met,
Seller agrees to extend Buyer protection on the price of the Product and
terminate the exclusivity. If Seller terminates the exclusivity hereunder, Buyer
may in its sole discretion terminate this Agreement in whole or part subject to
the conditions herein.

The Seller hereby grants the Buyer a five (5) year right of
refusal to exclusively license its intellectual property rights for the products
in the Government and Military market on terminals in Gateways (3.7m to 20m)
operating in C, X, Ku and Ka bands, provided the Seller develops the
sub-assemblies for these products, and provided the Seller receives a fixed
royalty which is proportional to the royalty of the current Product ** times the
price of the new product divided by the price of the current Product. **
Portions of this exhibit have been omitted and filed separately with the SEC.
Confidential treatment has been requested with respect to the omitted
portions.

Except as expressly set forth herein, no license or other right
is granted under this Agreement to Seller or Buyer, either express or
implied.

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     14. Termination for
Convenience. Buyer may terminate this Agreement, without cause, any time
after the completion of Milestone 1, as specified in Attachment A upon written
notice to Seller. In such event, Buyer’s sole obligation to Seller shall be to
pay for all out of pocket costs incurred by Seller (labor, material and services
only), upon submission to Buyer of reasonable backup documentation for work
completed through the date of termination; provided Seller complies with any
instructions from Buyer in its notice, but in no event shall Buyer be entitled
to recovery of any unabsorbed overhead, anticipatory profits or losses for
termination except as expressly set forth in this Section 12. Seller’s costs
shall be determined in accordance with generally accepted accounting principles
and, if requested by Buyer, verified by an independent certified public
accounting firm of national reputation mutually acceptable to both Parties; all
costs associated therewith shall be paid by Buyer. 

     15. Termination for
Default. Notwithstanding Section 12, Seller or Buyer may immediately
terminate this Agreement: (i) for default, if the other party fails to cure a
material breach of this Agreement within thirty (30) days after receipt of
written notice describing such breach; (ii) if the other party undergoes a
change in ownership or controlling interest; (iii) if the other party becomes
insolvent, files a petition in bankruptcy, is placed in control of a receiver or
makes an assignment for the benefit of creditors. Upon termination of this
Agreement for default, the non-breaching party shall have the right to pursue
all rights and remedies available at law or in equity subject to the limitations
in this Agreement. The prevailing party shall be entitled to recover reasonable
attorneys fees and any other costs incurred in initiating any legal action or
proceeding to enforce the provisions of this Agreement. 

     16. Indemnity. Seller, at
its own expense, shall indemnify and hold Buyer, its directors, officers,
employees, agents, subsidiaries, affiliates, customers, designees, and assignees
harmless from any loss, damage, liability or expense, on account of , or damage
to property and injuries, including death, to all persons, arising from any
occurrence caused by any negligent or willful act or omission of Seller or its
subcontractors related to the performance of this Agreement. Seller, at its
expense, shall defend any suit or dispose of any claim or other proceedings
brought against said indemnities on account of such damage or injury, and shall
pay all expenses, including attorneys fees, and satisfy all judgments which may
be incurred by or rendered against said indemnities. 

     17. Patent Infringement
Assurance. Seller shall, at its own expense, settle or defend any claim,
suit or action which may be brought against Buyer for infringement of United
States patents arising out of Buyer’s use of Seller’s products. Seller shall pay
any final judgment for damages and costs which may be awarded against Buyer,
provided that Buyer promptly notifies Seller of any such claim, suit or action
and affords Seller complete control of the conduct of such settlement or
defense, and that Buyer provides Seller with all available information regarding
such claim, suit or action. Seller may, at its own expense, elect to procure for
Buyer the right to continue using the allegedly infringing products, or replace
it with non-infringing products, or modify it so that it becomes non-infringing
products, or remove it and repay the purchase price applicable thereto, as well
as transportation costs. This paragraph shall not apply to any infringement
arising out of any feature incorporated in the product at the request of Buyer
or from the use of the product for purposes other than as advertised, sold or
intended by Seller. In no event shall Seller’s total liability to Buyer under
the provisions of this article exceed the aggregate sum paid to Seller by Buyer
for the allegedly infringing product. The foregoing states the entire warranty
by Seller for patent infringement of the product and any part of it. 

     18. Confidentiality.
During the Term each party shall hold in trust as confidential and secret and,
without the prior written consent of the other party, shall not disclose,
distribute or disseminate to any other Person any Confidential Information
furnished to such party by the other party pursuant to this Agreement. Each
party shall use the Confidential Information solely for the purposes set forth
in this Agreement. Each party agrees to handle Confidential Information
belonging to the other party with at least the same degree of care as it handles
its own proprietary information and to take all reasonable precautions to
prevent its officers and employees from disclosing Confidential Information to
others and from utilizing the same for any purpose other than this Agreement.
Both parties shall enforce such undertaking in respect of any actual or
threatened breach of confidentiality provided for in this Agreement by such
agent or employee to the extent permissible at law.

     19. Trademarks. Seller
shall not use any mark or trade name of Buyer or refer to Buyer in connection
with any Product, equipment, promotion, or publication without the prior written
approval of Buyer. Buyer must use the mark and tradename of “Ikona Gear” and its
relevant patents on the Product to alert customers to existing intellectual
property protection extending to the Product under license.

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     20. Product Support. The
Seller shall support the Products purchased hereunder during the operational
life of the Products or for a period of fifteen (15) years from the date of
final shipment under this Agreement. Said support includes, but is not limited
to, technical services and maintenance of Seller© stock of subassemblies and
spare parts as may be required to be ordered to support the operation of the
Products. In the event the Seller discontinues manufacture of the aforementioned
items and does not provide for another qualified source, the Seller shall make
available to Buyer all drawings, specifications, data, manufacturing tools etc.,
which will enable Buyer or its customers to manufacture or procure said items
under a royalty-free license which shall be granted, if and when required under
Section 12.1. 

     21. Right to Modify
Product. Upon the completion of Milestone 5, per Attachment A, as the
parties may agree, the Buyer has the right to modify the design of the Product,
(defined as a ** Antenna Pedestal) for future requirements. The Buyer shall
inform the Seller in writing, of any intent to modify the design. The Buyers
waives any liability of the Seller due to changes made by the Buyer. **
Portions of this exhibit have been omitted and filed separately with the SEC.
Confidential treatment has been requested with respect to the omitted
portions.

     22. Limitation of
Liability. Except as otherwise stated in this Agreement, neither party shall
be liable to the other party for loss or production, loss of profit, loss of
use, loss of contracts or for any other consequential or indirect loss
whatsoever. 

     23. Notices. Any notice(s)
required or permitted to be given or made in this Agreement shall be in writing.
Such notice(s) shall be deemed to be duly given or made when it shall have been
delivered by hand or registered mail to the Party to which it is required to be
given or made at such Party’s address specified on the first page of this
Agreement. 

     24. Severability. If any
provision of this Agreement conflicts with the law under which this Agreement is
to be construed or if any such provision is held invalid by an arbitrator or a
court with jurisdiction over the Parties, such provision shall be deemed to be
restated to reflect as nearly as possible the original intentions of the Parties
in accordance with applicable law. The remainder of this Agreement shall remain
in full force and effect. 

     25. Assignment. This
Agreement shall be binding on the Parties hereto and their respective successors
and permitted assigns. Neither Party may, or shall have the power to, assign
this Agreement or delegate such Party’s obligations hereunder without the prior
written consent of the other, such consent shall not be unreasonably withheld.


     26. Waivers. The failure
of either party to enforce at any time for any period of time the provisions
hereof shall not be construed to be a waiver of such provisions or of the right
of such party thereafter to enforce each and every provision. 

     27. Relationship of the
Parties. Nothing in this Agreement may de deemed to constitute a
partnership, joint venture or other legal relationship between Buyer and Seller
other than that of Buyer and Seller and nothing contained in this Agreement
authorizes either party to waive any obligation for which the other party may be
responsible or to incur any liability on behalf of the other party. 

     28. Disputes and Applicable
Law. This Agreement shall be interpreted and governed by the substantive law
of the State of New York. 

     28.1 Arbitration. In the
event of any dispute or difference arising out of this Agreement or the breach
hereof, the Buyer and Seller agree to use their reasonable efforts to settle the
same on an equitable basis through good faith consultation and negotiation
between senior officers of each of them. If such dispute or difference is not so
satisfactorily resolved within a period of thirty (30) days, then upon notice by
either party to the other, the dispute or difference shall be finally settled by
binding commercial arbitration conducted in accordance with the provisions of
the Arbitrations Act (British Columbia), by one arbitrator appointed by mutual
agreement of the Buyer and Seller. 

     29. Changes. All change
orders shall be made in writing and signed by authorized representatives of
Buyer and Seller. In the event any change order causes an increase or decrease
in the Product price or the time required for the performance of any obligation,
Seller shall notify Buyer within twenty (20) business days after receipt of the
change order and the parties shall negotiate an equitable adjustment to the
Product price and/or delivery schedule. 

     30. Survivability. The
provisions of this Agreement that by their sense and context are intended to
survive the termination of this Agreement shall so survive. 

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     31. Entire Agreement. It
is understood and agreed that this instrument contains the entire and only
Agreement between the parties respecting the subject matter hereof, and any
representation, promise or condition in connection therewith not incorporated
herein shall not be binding upon either party. 

          IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
above written. 

	** 	Ikona Gear Corporation 
	  	  
	 By: ___________________________________	BY: /s/ Laith Nosh
	  	  
	 Name: ** 	Name: Laith Nosh 
	 Title: ** 	Title: President 
	 Date: 24 October 2005 	Date: 24 October 2005



** Portions of this exhibit have been omitted and filed
separately with the SEC. Confidential treatment has been requested with respect
to the omitted portions.

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ATTACHMENT A 
PRODUCTS, PRICES, OPTIONS AND

MILESTONE PAYMENT SCHEDULE

PRODUCTS/DELIVERABLES: 


	ITEM 	DESCRIPTION 	QUANTITY 	PRICE (US$) 	DELIVERY TIME 
	1. 
  
  	Development of **
      Pedestal in accordance with 
** specification 216064, Rev. A consisting
      of 
Items 1(a), 1(b), 1(c) Calendar week 4, 2006 	1 Lot 
  
  	1(c ) 
  
  	  
 
      
  


	1(a) 	Non-recurring engineering 	1 each 	** 	  
	1 (b) 
  
 
      
  
  
  	Qty 1 Product
      
  
  
  
Qty 2-5 Product(s) 
  	1 each 
  
 
      
  
  
  	(Included in Item 1a 
price)
      
  
  
NTE **/Unit 
  	Calendar week 4, 2006
      
  
  
  
To be ordered Calendar Year 
2006
    





	1 (c) 
  	Solid Works® Solid
      Model and Drawings in 
accordance with ** specification 216064, Rev. A
    	1 each 
  	(Included in Item 1a 
price) 	To be delivered upon
      Receipt 
of order of 5 Units 




BUYER OPTIONS: 

SELLER SHALL PROVIDE BUYER THE BELOW OPTIONS. Buyer may,
at its sole discretion, exercise one or more of the options through written
notice to Seller at the firm fixed prices shown hereunder. 


	OPTION 	DESCRIPTION 	QUANTITY 	PRICE (US$) 	DELIVERY TIME 
	1. 	Additional Product 	2-5 	NTE * & ** 	Calendar year 2006




* Fixed price to be confirmed 1 week after Critical Design
Review or approximately week 9-10 of development cycle, subject to any currency
fluctuation +/- 5% from the Bloomberg rate as reported on a quarterly basis.

MILESTONE PAYMENT SCHEDULE:


	MP # 	MILESTONE AMOUNT 	INVOICE SCHEDULE 
	1 	25% of the Total Price in Item 1
    	Due upon signature of the Agreement by both
      parties. 
	2   	25% of the Total Price
      in Item 1   	Due upon Buyer’s acceptance of
      Preliminary Design Review per the requirements of ** Specification 216064,
      Rev. A. 

	3   	25% of the Total Price
      in Item 1   	Due upon Buyer’s acceptance of
      Critical Design Review per the requirements of ** Specification 216064,
      Rev. A. 

	4 	25% of the Total Price in Item 1
    	Due upon receipt and acceptance of Product by
      the Buyer. 



** Portions of this exhibit have been omitted and filed
separately with the SEC. Confidential treatment has been requested with respect
to the omitted portions.

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