**Exhibit
      10.9**











**S** **OFTWARE** **L** **ICENSE** **A** **GREEMENT**





No.
      2005-013





This
      Software License Agreement ("Agreement") is effective December 12,
      2005


(the
      “Effective Date”)





by
      and
      between





**Airbee
      Wireless, Inc.**


(“Airbee”
      or “Licensor”)





whose
      principal office is at:


9400
      Key
      West Avenue


Rockville,
      Maryland 20850





and





Compel
      JSC


(“Customer”
      or “Licensee”)





whose
      principal office is at:


entr.
      29,
      bld. 1, 1⁄2. Derbenevskaya str.,


Moscow,
      115114, Russia





(Collectively
      “the Parties”).








**WHEREAS** ,
      Airbee
      Wireless, Inc. and Compel JSC desire to enter into an Agreement to provide
      Compel JSC developed development kit/modules with the Airbee ZigBee (ZNS)
      software stack;




**THEREFORE** ,
      the
      combination of such technologies is expected to have material commercial benefit
      to the Parties and the terms herein define the business relationship of the
      Parties.




In
      consideration of the mutual promises thereby and herein contained and other
      good
      and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the parties hereto agree as follows:




**1.** **Definitions** **.**




For
      purposes of this Agreement, the following terms shall mean:




(a)  "Company"
      may include the parent Company of Customer and all affiliates (i.e., any entity
      controlling or controlled by Company) as certified in writing by
      Company.




(b)  “Airbee”
      or “Licensor” shall mean Airbee Wireless, Inc.




(c)  "Customer"
      or “Licensee” shall mean “Compel JSC”.




(d)  "Defect"
      shall mean an error in the software that result in the Software not performing
      in some material respect in accordance with the applicable
      Documentation.




(e)  "Documentation"
      shall mean all material included within the licensed products and the entire
      user, technical, and training guides (in whatever media) associated with the
      licensed products, as they may exist from time to time and are provided to
      Licensee.




(f)  "Licensed
      Product(s)" shall mean the software provided to Licensee in object format only
      and applicable documentation, which is computer programming code, any Software
      Updates and all enhancements and modifications thereto, and access to which
      is
      provided by Licensor to Customer pursuant to this Agreement. The software is
      the
      Airbee-ZNS including ZMAC and ZProfiles. The license does not include the
      Network Management System (ZNMS).




(g)  "Licensed
      Users" shall mean users licensed to use the Licensed Products, in accordance
      with this Agreement. Licensed Users shall mean Customer.




(h)  "Software"
      shall mean the Licensed Products.




(i)  "Software
      Updates" shall mean program updates (including cumulative updates containing
      corrections) and new system versions and releases containing enhancements and
      modifications to the Licensed Products provided by Licensor pursuant to this
      Agreement.




(j)  “ Confidential
      Information ”
means
      any information: (i) disclosed by one Party (the “ Disclosing
      Party ”)
      to the
      other (the “ Receiving
      Party ”),
      which, if in written, graphic, machine-readable or other tangible form is marked
      as “Confidential” or “Proprietary”, or which, if disclosed orally or by
      demonstration, is identified at the time of initial disclosure as confidential
      and reduced to writing and marked “Confidential” within thirty (30) days of such
      disclosure; or (ii) which is otherwise deemed to be confidential by the terms
      of
      this Agreement.




2




(k)  “ Deliverable ”
means
      any tangible material, work or thing delivered by one party to the other and
      any
      associated documentation.




(l)  “ Derivative
      Work ”
has
      the
      meaning ascribed to it under the United States Copyright Law, Title 17 U.S.C.
      Sec. 101 *et.
      seq* .




(m)  “ Effective
      Date ”
means
      the last date on which this Agreement is executed by the Parties.




(n)  “ Enhancement ”
means
      any improvement, upgrade, new version of, enhancement to, fix, extension to,
      or
      add-on module compatible or interoperable with, or any Derivative Work of,
      any
      Technology, including any software or hardware.




(o)  “Insolvency
      Event ”
means
      any of the following events or circumstances with respect to a Party: (i) such
      Party ceases conducting its business in the normal course; (ii) make a general
      assignment for the benefit of its creditors; (iii) petitions, applies for,
      or
      suffers or permits with or without its consent the appointment of a custodian,
      receiver, trustee in bankruptcy or similar officer for all or any substantial
      part of its business or assets; or (iv) avails itself or becomes subject to
      any
      proceeding under the U.S. Bankruptcy Code or any similar state, federal or
      foreign statute relating to bankruptcy, insolvency, reorganization,
      receivership, arrangement, adjustment of debts, dissolution or liquidation,
      which proceeding is not dismissed within sixty (60) days of commencement
      thereof.




(p)  “ Intellectual
      Property Rights ”
shall
      mean any or all of the following and all rights in, arising out of, or
      associated therewith: (i) all United States and foreign patents and utility
      models and applications therefore and all reissues, divisions, reexaminations,
      renewals, extensions, provisionals, continuations and continuations-in-part
      thereof, and equivalent or similar rights anywhere in the world in inventions
      and discoveries including without limitation invention disclosures
      (“ Patents ”);
      (ii)
      all trade secrets and other rights in know how and confidential or proprietary
      information; (iii) all copyrights, copyrights registrations and applications
      therefore and all other rights corresponding thereto throughout the world
      (“ Copyrights ”);
      (iv)
      all industrial designs and any registrations and applications therefor
      throughout the world; (v) all rights in World Wide Web addresses and domain
      names and applications and registrations therefore, all trade names, logos,
      common law trademarks and service marks, trademark and service mark
      registrations and applications therefore and all goodwill associated therewith
      throughout the world (“ Trademarks ”);
      and
      (vi) any similar, corresponding or equivalent rights to any of the foregoing
      anywhere in the world.




(q)  “ Airbee
      Technology ”
means
      that Technology of Airbee, including without limitation the Technology, that
      was
      in existence and was owned by **Airbee** prior to
      the Effective Date, or exclusively developed and funded by **Airbee** after
      such date.




(r)  “ Technology ”
means
      any or all of the following: (i) works of authorship including, without
      limitation, computer programs, source code and executable code, whether embodied
      in software, firmware or otherwise, documentation, designs, files, records,
      data
      and mask works; (ii) inventions (whether or not patentable), improvements,
      and
      technology; (iii) proprietary and confidential information, including technical
      data and customer and supplier lists, trade secrets and know how; (iv)
      databases, data compilations and collections and technical data; (v) logos,
      trade names, trade dress, trademarks, service marks, World Wide Web addresses
      and domain names, tools, methods and processes; and (vi) all instantiations
      of
      the foregoing in any form and embodied in any media.




3




(s)  “ Term ”
means
      the term of this Agreement.




**2.**  **Software
      License** **.**




(a)  Subject
      to the terms and conditions in this Agreement and in consideration of the
      payments set forth in Exhibit A “License Fee Schedule”, which is hereby
      incorporated by reference, Licensor grants to Licensee a non-exclusive,
      non-transferable, limited object code license (i) to use the Licensed Products
      and (ii) to use the Documentation internally in connection with Licensee's
      use
      of the Licensed Products.




(b)  Licensee
      shall not copy the Software or Documentation without the written permission
      of
      Licensor.




(c)  Licensee
      shall not (i) reverse engineer any part of the Software, (ii) distribute, sell
      or otherwise transfer any part of the Software, (iii) remove the patent,
      copyright, trade secret, trademark, or other proprietary protection legends
      or
      notices that appear on or in the Software, or (iv) allow the Software to be
      used
      by anyone other than its employees.




(d)  Licensee
      agrees that any feedback, comments, suggestions, observations or ideas relating
      to the Software (“Feedback”) provided to Airbee by Licensee, shall be licensed
      to Airbee on a non-exclusive, perpetual, irrevocable, royalty free, fully paid
      up rights basis: (i) to make, have made, use, copy, modify and develop product
      incorporating Feedback; (ii) to perform or display, import, transmit,
      distribute, license, offer to sell, sell, lease, rent or lend copies of the
      Feedback; and (iii) to sublicense to third parties the aforementioned rights,
      including the right to sublicense to further third parties.




**3.**  **End
      User**




The
      end
      user of the Software shall be the Licensee’s customer/client. The Software
      Product is to be installed into the Compel JSC product prior to delivery of
      the
      Compel JSC product to said end user. However, this shall not prevent field
      firmware upgrades to be done by Licensee’s customer/client.




**4.**  **Software
      Support**




(a)  Licensor
      will provide, on an as-needed basis, upon a written request and purchase order
      by Licensee, and during regular business hours, customer support relating to
      the
      Licensed Products at a rate of $180 per hour per Licensor consultant, plus
      reasonable expenses incurred by Licensor, in accordance with Exhibit B, which
      is
      hereby incorporated by reference [ *not
      proposed as part of this agreement* ].
      In
      order to facilitate services pursuant to this Section 5, Licensee agrees (i)
      to
      cooperate fully with Licensor's reasonable requests for information, personnel
      and time necessary to provide such services, (ii) to provide all information
      and
      assistance reasonably required by Licensor to detect, simulate and correct
      Defects, and (iii) to complete proper Defect determination procedures specified
      from time to time by Licensor.




4




(b)  All
      support services, if any, performed by Licensor will be performed by mutual
      consent of the Parties pursuant to a separate agreement and a mutually agreed
      upon scope of work.




(c)  Any
      support provided by Licensor pursuant to this Section 5 is subject to all fees
      due from Licensee having been paid.




(d)  All
      Services shall be performed in a good and workmanlike manner. Licensor will
      use
      reasonable efforts to perform the Services according to its estimates and time
      schedules but causes beyond Licensor's control may cause delays in implementing
      the Services. Such causes may include changes to Licensee's business plans
      or
      practices, or Licensee's alteration of project plans, resource commitments,
      or
      specifications.




(e)  Licensor
      may subcontract the performance of any of the Services. Licensor shall be
      responsible for all performances under this Agreement by its subcontractors,
      and
      any references to "Licensor's personnel" shall be deemed to include any
      subcontractor or any subcontractor's personnel.




**5.**  **Maintenance** .




(a)  During
      the Term of this Agreement, Licensor shall be responsible to provide Licensee
      with access to periodic Software Updates that Licensor makes available at no
      additional cost to other customers. The correction of documented Defects shall
      be corrected at no additional costs. Any other maintenance services requested
      shall be conducted under separate agreement at rates stated in Exhibit B
      attached hereto. Licensee shall designate, within ten (10) days after the
      Effective Date, one representative (and one alternate) who will be authorized
      to
      request and receive defect services and is authorized to make decisions on
      behalf of Licensee. Licensee may change the designated representative upon
      written notice to Licensor.




(b)  Licensor
      shall not be responsible for correcting (i) Defects in any version of the
      Software other than the most recent release of the Software, provided that
      Licensor shall continue to support prior releases superseded by recent releases
      for a reasonable period sufficient to allow Customer promptly to implement
      the
      newest release, or (ii) Defects caused by modifications, changes or alterations
      to the Software by anyone other than Licensor, by failures to use the Software
      in accordance with the Documentation, by malfunction of Customer's equipment
      or
      by use with other software products not licensed by Licensor.




5




**7.**  **Fees
      and Payment** **.**




(a)  Licensor
      shall invoice Licensee on a monthly basis all per unit fees recorded in the
      previous month based upon a certified statement from Licensee’s Chief Financial
      Officer verifying the number of units shipped, such statement to be dispatched
      electronically to the Licensor no later than the 14th business day of the
      following calendar month.




(1)  In
      the
      event the Licensor disputes the certified number of units sold, Licensee’s
      auditor will be requested to recertify the certified statement. If the auditor
      certifies the number of units as being true and accurate, the cost of the audit
      will be for the account of the Licensor. If the auditor certifies the number
      of
      units sold as being greater or lesser than the original certified statement,
      then the cost of the audit will be for the account of the Licensee.




(b)  In
      consideration for granting the license rights and services **** to
      be
      provided hereunder, Licensee will pay any applicable royalty fees listed on
      Exhibit A to this Agreement. All royalty fee payments are due thirty (30)
      calendar days after receipt by Licensee of electronic invoice. Minimum value
      of
      each invoice is USD 1,000. In case the minimum invoice amount is not reached
      in
      one month, the due amount shall be accumulated until the minimum amount is
      reached. Payments are to be made by wire transfer without deduction for bank
      charges or other deductions of any kind whatsoever. Past due amounts will bear
      interest of the then-prevailing prime lending rate as determined by the Bank
      of
      America NA plus 1.5% (one and one-half percent) per month or part thereof,
      from
      the due date until receipt of payment by Licensor.




(c)  If
      amounts remain unpaid for fifteen (15) days or more beyond the due date,
      Licensor may, at its option, terminate the License, and refuse to perform
      additional Services. Licensee agrees to pay all costs and fees incurred by
      Licensor in collecting any unpaid amounts. All payments made hereunder are
      nonrefundable.




(d)  As
      further set forth in Section 5 above, Licensee agrees to reimburse Licensor
      for
      all reasonable out-of-pocket expenses Licensor incurs in providing Service,
      but
      not limited to, transportation costs, airfare, rental vehicles, lodging, meals,
      and incidental charges.




(e)  Licensee
      shall be responsible for all taxes (including sales, use, property, excise,
      value added and gross receipts but not including taxes based on Licensor’s net
      income) levied on Software, and/or Services, training and maintenance provided
      under this Agreement. Licensee agrees that if any of the foregoing is paid
      by
      Licensor, Licensee shall reimburse Licensor for the amount paid plus any related
      expenses incurred and interest assessed.




**8.**  **Proprietary
      Rights** **.**




(a)  The
      Licensed Software, to which access is provided under this Agreement, has
      substantial monetary value and has patent, copyrighted and proprietary material
      of Licensor. The Software contains trade secrets; inventions, ideas, data,
      source and object codes, and other works of authorship protected by copyright
      and trade secret laws, and may be the subject of one or more pending patent
      applications or issued patents.




(b)  Upon
      knowledge of any unauthorized possession or use of, or access to, any Software
      licensed hereunder, Licensee shall notify Licensor as soon as possible. Licensee
      shall promptly furnish Licensor with full details of such situation, assist
      in
      preventing any recurrence thereof, and cooperate, at Licensor's expense, in
      any
      litigation or other proceedings reasonably necessary to protect the intellectual
      property rights of Licensor and its sublicensors.




6




**9.**  **Mutual
      Nondisclosure** **.**




(a)  Confidential
      Information shall mean the (i) Licensed Products and (ii) other information
      of
      the parties when it is presented in printed, written, graphic, or photographic
      or other tangible form (but including information received, stored or
      transmitted electronically) and marked as “confidential” or “proprietary” by the
      disclosing party. Confidential Information also includes information of the
      parties, when presented in oral form, that is summarized as written minutes
      or
      notes of such oral presentations and which are marked “confidential" or
“proprietary” and provided to recipient within thirty (30) days after the date
      of disclosure.




(b)  Pursuant
      to this Agreement, each party (the "Discloser") may, from time to time, furnish
      the other party to this Agreement (the “Recipient”) with certain Confidential
      Information. Recipient will use at least the same care to avoid disclosure
      of
      such Confidential Information as it uses with its own similar confidential
      information which it does not wish to disclose, but such standard of care shall
      not be less than a reasonable standard of care. The Confidential Information,
      including any trade secret, confidential or proprietary information contained
      within the Confidential Information, is not to be disclosed to any persons
      other
      than the employees of Recipient. Confidential Information may, however, be
      disclosed to counsel and consultants of the Recipient who have a need to know
      and have been instructed that it is Confidential Information. Recipient shall
      be
      liable for any unauthorized use or disclosure of Discloser’s Confidential
      Information by Recipient’s employees, counsel or consultants.




(c)  The
      nondisclosure obligations of Recipient with respect to any particular portion
      of
      Confidential Information shall terminate (or shall not attach) when any of
      the
      following occurs:




(1)  It
      was in
      the public domain at the time of Discloser's communication to
      Recipient.




(2)  It
      entered the public domain through no fault of Recipient subsequent to the time
      of Discloser's communication to Recipient.




(3)  It
      was in
      Recipient's possession free of any obligation of confidence at the time of
      Discloser's communication to Recipient.




(4)  Its
      disclosure is required by law, valid subpoena, or court or government order,
      provided, however, that Recipient provides prompt notice of such required
      disclosure and Recipient shall have made a reasonable effort to obtain a
      protective order or other reliable assurance affording it confidential treatment
      and limiting its use solely for the purpose for which the law or order
      requires.




(d)  The
      parties agree that a breach of the confidentiality obligations by Recipient
      shall cause immediate and irreparable monetary damage to Discloser and shall
      entitle Discloser to injunctive relief in addition to all other
      remedies.




7




**10.**  **Warranties
      & Limitation of Liability** **.**




(a)  Licensor
      cannot guarantee the accuracy or completeness of the Software thereof, and
      provides the software stack to Licensee on an “ AS
      IS ”
and
      “ AS
      AVAILABLE ”
basis.
      Licensor further disclaims liability for any error, defect, or anomaly in the
      Software caused directly or indirectly, in whole or in part, by Licensee's
      download or installation of any part of the Licensed Products from the media
      supplied to Licensee by Licensor or its sublicensors.




(b)  Licensor
      does not warrant that the functions contained in the Software will meet
      Licensee's requirements or that the operation of the Software will be
      uninterrupted or error-free. Licensor shall have no responsibility for problems
      in the Software which are caused by alterations or modifications made by
      Licensee or a third party, arise out of the malfunction of Licensee’s equipment,
      or caused by other software products not licensed by Licensor. Licensor makes
      no
      warranty, express or implied, regarding any Third Party Software or the adequacy
      or capacity of any Third Party Software or hardware to attain some or all of
      the
      performance objectives of Licensee. THE
      SOFTWARE IS PROVIDED AND LICENSED “AS IS” AND USE OF THE SOFTWARE IS AT
      LICENSEE’S RISK. AIRBEE EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS OR
      CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING BUT NOT
      LIMITED TO, ANY WARRANTY OF MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR
      PURPOSE AND ANY WARRANTY THAT THE SOFTWARE IS DELIVERED FREE OF ANY THIRD PARTY
      CLAIMS BY WAY OF INFRINGEMENT OR OTHERWISE. AIRBEE DOES NOT WARRANT NOR MAKE
      ANY
      CONDITION OR REPRESENTATIONS THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL
      MEET THE REQUIREMENTS OF THE LICENSEE, THAT THE OPERATION OF THE SOFTWARE WILL
      BE UNINTERRUPTED OR FREE OF
      DEFECTS OR VIRUS
      FREE OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. FURTHER, AIRBEE DOES
      NOT
      WARRANT OR MAKE ANY CONDITIONS OR REPRESENTATIONS REGARDING THE USE OR THE
      RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF ITS CORRECTNESS, ACCURACY,
      RELIABILITY OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY
      AIRBEE OR OTHERS SHALL CREATE A WARRANTY, CONDITION OR REPRESENTATION OR IN
      ANY
      WAY EXTEND THE SCOPE OF THE “AS IS” PROVISION OF THE SOFTWARE. This section
      shall survive the termination or expiry of this Agreement.




(c)  LICENSOR
      WILL HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE ( i )
      CAUSED
      BY ERRORS OF OMISSIONS IN THE SYSTEM, ( ii )
      RESULTING FROM ERRORS IN PACKAGING THE DATA CONTAINED IN THE SYSTEM, OR
      ( iii )
      RESULTING FROM ANY USE OF THE SYSTEM INCLUDING ANY INDIRECT OR CONSEQUENTIAL
      DAMAGES.




(D)
      LICENSOR WILL HAVE LIABILITY LIMITED TO THE PAID LICENSE FEE FOR A PERIOD UP
      TO
      24 MONTHS IN THE CASE THE LICENSEE HAS A WARRANTY AGAINST ITS END
      CUSTOMER.




**11.**  **Waiver
      of Indemnification** **.**




Licensor
      shall NOT indemnify, defend or hold Licensee harmless from and against any
      loss,
      cost, damage, liability, or expense (including reasonable legal fees) suffered
      or incurred by Licensee in connection with any U.S. patent or any copyright
      or
      other intellectual property infringement claim by any third party with respect
      to the Licensed Products.




8




Licensee
      shall not be held responsible for unauthorized use of the firmware (executable
      code distributed in modules or for field upgrades) through illegal copying
      or by
      other means circumventing the code protection by third parties.




**12.**
            ******Limited
                Liability****.**




(a)  IN
      NO
      EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR A MONETARY AMOUNT GREATER THAN
      THE TOTAL AMOUNTS PAID IN THE PRIOR 24 MONTHS PURSUANT TO THIS AGREEMENT,
      AND




(b)  IN
      NO
      EVENT SHALL LICENSOR BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OR INJURIES
      TO
      EARNINGS, PROFITS OR GOODWILL, OR FOR ANY INCIDENTAL, SPECIAL, PUNITIVE OR
      CONSEQUENTIAL DAMAGES OF ANY PERSON OR ENTITY WHETHER ARISING IN CONTRACT,
      TORT
      OR OTHERWISE, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
      DAMAGES.




The
      limitations set forth in this section shall apply even if any other remedies
      fail of their essential purpose.




**13.**  **Applicable
      Law & Venue** .
      This
      Agreement shall be governed by and construed in accordance to the laws of the
      State of Maryland, without giving effect to conflicts of law provisions thereof.
      The Partiers unconditionally and irrevocably submit to the exclusive venue
      for
      any and all disputes involving this Agreement, except actions arising under
      the
      patent and copyright provisions of the U.S. Code shall be an appropriate court
      in the State of Maryland.




**14.**  **Term
      and Termination** .




(a)  The
      license granted under this Agreement shall remain in effect for an initial
      period of one (1) year with an annual license renewal to be negotiated. Licensor
      may terminate this Agreement at any time by giving sixty (60) days written
      notice to Licensee.




(b)  If
      either
      party materially breaches this Agreement, the other party may give written
      notice of its desire to terminate and the specific grounds for termination
      and,
      if such default is capable of cure and the party in default fails to cure the
      default within thirty (30) days of the notice, the other party may terminate
      this Agreement. If such default is incapable of cure, such as, for example,
      is
      the case with improper disclosure of Confidential Information, the other party
      may terminate this Agreement immediately upon written notice of termination.




(c)  Termination
      of this Agreement, or any portion of it, shall not limit either party from
      pursuing other remedies available to it, including injunctive relief. Such
      termination shall not relieve Licensee of its obligation to pay all fees that
      have accrued or are otherwise owed by Licensee under this
      Agreement.




(d)  Upon
      termination, all licenses granted hereunder shall be immediately revoked, and
      all Licensed Products, supporting materials, and other Confidential Information
      will be returned to Licensor within ten (10) days or, at the request of
      Licensor, destroyed and an affidavit supplied to Licensor certifying
      destruction.




9




**15.**  **Notices.** **** All
      notices and other communications required or permitted to be given under this
      Agreement shall be in writing and hand-delivered, or mailed by first-class
      mail
      postpaid, or sent by an overnight courier with a reliable tracing system, by
      one
      party to the other as follows:




For
                Licensor:
            
            Airbee
                Wireless, Inc.9400
                Key West AvenueRockville,
                Maryland 20850Attention:
                President & Chief Operating OfficerFor
                Licensee:
            
            Compel
                JSCEntr.
                29, bld. 1, 1⁄2. Derbenevskaya str.Moscow,
                115114, RussiaAttention:
                President




Notices
      that are mailed shall be deemed to have been given as of the fourth business
      day
      following the date of mailing and notices that are hand-delivered or sent by
      overnight courier are deemed to be given the next business day. Either party
      may
      change its address for the giving of notice by so notifying the other party
      by
      ten (10) days prior written notice given in the manner set forth in this
      Section.




**16.**  **Export
      Controls** .
      Licensee shall not export, re-export, or otherwise transmit, directly or
      indirectly, any software, information, data, or other materials received under
      this Agreement except as installed in the fully delivered product of Licensee
      and in full compliance with all United States and other applicable acts, laws,
      and regulations. Licensee shall indemnify, defend and hold harmless Licensor
      from any loss, liability, cost or expense (including reasonable legal fees)
      related to any action arising from Licensee's failure to comply with this
      section.




**17.**  **General** **.**




(a)  The
      waiver of one breach hereunder shall not constitute the waiver of any other
      or
      subsequent breach.




(b)  All
      notices shall be in writing and either (i) sent by certified mail, postage
      prepaid, return receipt requested or (ii) delivered by courier to the address
      written above or such other address as notified in writing to the other party.
      Notice shall be deemed to be made on the date received under (i) and date
      delivered under (ii).




(c)  No
      amendments, modifications or supplements to this Agreement shall be binding
      unless in writing and signed by the parties.




10




(d)  No
      action, regardless of form, relating to the subject matter of this Agreement,
      may be brought by either party more than one (1) year after the claiming party
      knew or should have known of the cause of action.




(e)  Neither
      party shall be liable for any costs or damages resulting from its inability
      to
      perform any of its obligations under this Agreement due to a natural disaster,
      or actions or decrees of governmental bodies not the fault of the affected
      party
      ("Force Majeure Event"). A Force Majeure Event shall not constitute a breach
      of
      the Agreement. The party so affected shall immediately give notice to the other
      party of the Force Majeure Event. Upon such notice, all obligations of the
      affected party under this Agreement which are reasonably related to the Force
      Majeure Event shall be immediately suspended, and the affected party shall
      do
      everything reasonably possible to resume performance as soon as
      practicable.




(f)  If
      any
      provision of this Agreement is held to be invalid or unenforceable, such
      decision shall not affect the validity or enforceability of the Agreement or
      any
      of the remaining provisions.




(g)  Except
      as
      provided in this subsection, this Agreement may not be assigned by either party
      and any attempted assignment shall be void. However, either party may, upon
      written notice to the other party, assign this Agreement to any Affiliate.
      Licensor may assign this Agreement in the event of the sale of all or
      substantially all of its assets or equity.




(h)  This
      Agreement, including all terms and conditions and its Attachment(s), is a
      complete and exclusive statement of the agreement between the parties, which
      supersedes all prior or concurrent proposals and understandings, whether oral
      or
      written, and all other communications between the parties relating to the
      subject matter of this Agreement.




[REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]




11


**IN
      WITNESS WHEREOF** ,
      this
      Agreement has been executed as of the date first written above by authorized
      representatives of the parties.




**AIRBEE
              WIRELESS,
              Inc:**
            
            
            **COMPEL
              JSC, INC.:**Signature: 
              /s/ E. Eugene Sharer
            
            
            Signature: 
              /s/ A. AgenorovBy: E. Eugene Sharer
            
            
            By: A. AgenorovTitle:
              President
              & Chief Operating Officer
            
            
            Title:
              Deputy
              DirectorDate: December 27, 2005
            
            
            Date: December 20,
              2005


12





**EXHIBIT
      A**





**Royalty
      Schedule**




**Royalty
                Per Unit:**
            
            $0.50
                (Fifty Cents) USD per module/dev kit delivered**Maintenance
                Fee:**
            
            No
                maintenance provision included
                herein




This
      fee
      schedule to be reviewed and negotiated on an annual basis.




AIRBEE
              WIRELESS,
              INC:
            
            
            COMPEL
              JSC:Signature: 
              /s/ E. Eugene Sharer
            
            
            Signature: 
              /s/
              A. AgenorovBy: E. Eugene Sharer
            
            
            By: A. AgenorovTitle:
              Chief
              Operating Officer
            
            
            Title:
              Deputy
              DirectorDate: December 27, 2005
            
            
            Date:
              December 20, 2005


13