**NON-EXCLUSIVE
      RESELLER AGREEMENT**




This
      Non-Exclusive Reseller Agreement for purchase and sale of remote monitoring
      products (hereinafter
      this “Agreement”) is made effective as of this 26 day of May 2006 (“Effective Date”)
      by
      and between
      Harris Corporation, a Delaware corporation, operating through its Broadcast
      Communications Division
      with offices located at 4393 Digital Way, Mason, Ohio 45040 (hereinafter
“Harris”), and
      Statmon Technologies Corp., a Nevada corporation, with offices located at 345
      N.
      Maple Drive, Suite
      120, Beverly Hills,
      CA
      90210 (hereinafter “Statmon”).




**WHEREAS** Statmon
      manufactures and supplies the Products (as hereinafter defined);
      and




**WHEREAS,** Harris
      manufactures, markets and promotes digital, AM, FM, IBOC and Television broadcast
      systems and finished products which integrate among other products, network
      interface and system controllers, other broadcast and data products and
      components; and




**WHEREAS,** Harris
      wishes to engage in the manufacture, marketing, and sale of
      digital, AM, FM,
      IBOC
      and Television broadcast systems which integrate Statmon’s products and to
      market, distribute and
      resell Statmon’s Products worldwide on a non-exclusive basis; and




**WHEREAS,** Harris
      and Statmon entered into a Memorandum of Understanding on November 18, 2005
      which has since expired (see copy in Exhibit G) to negotiate the formation
      of an agreement whereby
      Harris may place purchase orders from time to time with Statmon for the purchase
      of the Products
      which Statmon may accept and complete in accordance with the terms of this
      Agreement.




**NOW
      THEREFORE,** in
      consideration of the premises and mutual covenants herein set forth and other
      good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
      the parties hereby agree as follows:





**ARTICLE
      1** **–** **DEFINITIONS**





For
      purposes of this Agreement, the following terms and their definitions shall
      apply:





**“Affiliate”** with
      respect to any Person, shall mean any other Person directly or indirectly
      controlling, controlled by, or under the direct or indirect common control
      with-such Person, including without limitation a corporation’s Subsidiaries, any
      company of which it is a Subsidiary, and other Subsidiaries of such
      company.





**“ATSC
      Transport Stream”** **** shall
      mean a bit stream that is compliant with the Advanced Television
      Systems Committee Standard.





**“Conformance
      Testing”** **** shall
      mean the testing and acceptance procedures for the Products as agreed
      to
      by the parties and incorporated into an Appendix from time to time.





**“Days”**  shall
      mean calendar days unless otherwise noted.





**“Designated
      Processors”** **** shall
      mean the microprocessor units upon which Harris may run the Statmon Product
      for
      uses in accordance with Article 17 of this Agreement..





**“End
      User”** **** shall
      mean: (i) with respect to Software and Related Documentation, any third party to
      whom a
      sub-license to Use Licensed Materials is granted by Harris hereunder in connection
      with the purchase
      of Products by such third party from Harris for use by such third party and
      not
      for resale, and
      (ii) with
      respect to Products purchased by Harris hereunder, a third party who purchases
      Products for use by such
      third party and not for resale.




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 1




**“Statmon
      Product”** **** shall
      mean, Statmon software packages and remote terminal units including those listed
      in Appendix A, any upgrades, software revisions and any product extensions manufactured
      by Statmon for Harris.





**“General
      Release Date”** **** means
      the
      time at which Statmon notifies Harris that Statmon is ready to
      ship
      to Harris a specific Product or set of products previously under
      development.





**“Hardware”**  shall
      mean remote terminal units, punch down blocks and associated
      connections.





**“Licensed
      Materials”** **** shall
      mean any Software and Related Documentation offered under this Agreement
      for which a license to Use is granted under the terms and conditions of this
      Agreement.





**“New
      Products”** **** shall
      mean Products which are added from time to time to Appendix A and designated
      as “New Products” by the mutual agreement of the Parties.





**“Object
      Code”** **** shall
      mean that representation of Software in binary form intended to be readily usable
      by
      a processor.





**“Order”**  shall
      mean an order submitted by Harris in writing to Statmon for the purchase of Products
      in accordance with this Agreement.





**“Person”**  means
      any
      individual, corporation, partnership, limited liability company, joint venture,
      association, trust, unincorporated association, entity, governmental body,
      or
      any other entity or organization.





**“Price
      Schedules”** **** shall
      mean Statmon’s official listings and explanations, in written or electronic
      form, for Products, Licensed Materials, prices, discount plans, discount rates,
      special price conditions and terms as listed in Appendix A, Products and Prices
      attached hereto and made a part of this Agreement.





**“Products”** **** shall
      collectively mean the Hardware and Software which comprises the Statmon Products
      and New Products.





**“Related
      Documentation”** **** shall
      mean materials in any
      form
      useful in connection with Software and/or
      its use and Products including, but not limited to, flowcharts, logic diagrams
      and listings, and program
      descriptions, Specifications and Product manuals.





**“Return
      Material Authorization (RMA) Number”** **** means
      the
      authorization number provided by
      Statmon’s customer service department to Harris after Harris or its End User has
      notified Statmon’s customer
      service department of a deficiency or malfunction in a Product.





**“Software”** **** shall
      mean a computer program in Object Code consisting of a set of logical instructions
      and tables of information that guide the functioning of a processor. Such
      program may be contained
      in any medium whatsoever, including firmware containing a pattern of bits,
      representing such program. However, the term “Software” does not mean or include
      such medium.





**“Source
      Code”** **** shall
      mean the most current representation of Software (as updated from time to time
      )
      incorporating high-level or assembly language that generally is not directly
      executable by a processor.




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**“Specifications”** **** shall
      mean Statmon’s or its vendor’s technical specifications for particular Products
      or Software furnished hereunder.





**“Subsidiary”** **** of
      a
      Person means a Person the majority of whose shares or other securities or ownership
      interests entitled to vote for election of directors or other governing body
      is
      now or hereafter owned
      or
      controlled by such Person either directly or indirectly, but a Person shall
      be
      deemed to be a Subsidiary
      of such Person only as long as such ownership or control exists.





**“Use”** **** with
      respect to Licensed Materials means loading the Licensed Materials, or any
      portion thereof,
      into a Designated Processor for execution of the instructions and tables
      contained in such Licensed
      Materials.





**Appendices:** **** The
      following Appendices are incorporated by reference hereunto and form a part
      of
      this Agreement:





**(a)**
            
            **Appendix
                A -****Products
                and Prices****(b)**
            
            **Appendix
                B****-****Escrow
                Agreement****(c)**
            
            **Appendix
                C -****Specifications****(d)**
            
            **Appendix****D
                -****ReCon
                Inventory transferred to Axess Inventory****(e)**
            
            **Appendix
                E****-****End
                User License Agreement********(f)**
            
            **Appendix
                F -****Confidentiality
                Agreement****(g)**
            
            **Appendix
                G****-****Memorandum
                of Understanding (expired and superseded by this****Agreement)**





**ARTICLE
      2** **–** **TERM**





This
      Agreement shall commence on the Effective Date and, except as otherwise provided
      in Article
      24 - Termination,
      shall continue in effect for a period of three (3) years from the Effective
      Date
      of this
      Agreement (the “Term”). The modification, termination or expiration of this
      Agreement shall not affect
      the rights or obligations of either party under any Order or any outstanding
      Harris quotation(s) to an End
      User
      which Statmon has approved in writing before the effective date of the
      modification, termination
      or expiration, which outstanding quotation shall not extend more than ninety
      (90) days following
      any such modification, termination, or expiration.





**ARTICLE
      3** **–** **SCOPE**





3.1 The
      terms
      and conditions set forth in this Agreement shall govern any Orders placed by
      Harris during
      the Term for Statmon Products and Licensed Materials set forth in Appendix
      A - Products.
      Harris shall have the right to procure Statmon Products and Licensed Materials
      under this Agreement with respect
      to Products, to market and resell (subject to the license terms stated herein)
      the same on a non- exclusive,
      world-wide basis. Statmon shall remain free to market and sell all Statmon
      Products and Licensed
      Materials as it, in its sole discretion, deems appropriate to any
      customer.





3.2 The
      Parties may add to Appendix A -
      at any
      time, provided that the addition of new Products or Licensed
      Materials shall not create any purchase obligation on Harris’ part. The parties
      may delete any Statmon
      Product from Appendix A only upon mutual written agreement between Harris and
      Statmon.





**ARTICLE**  **4
      –** **NON-** **EXCLUSIVE
      RIGHTS**





4.1 The
      term
      of all non-exclusive rights and non-exclusive licenses granted to Harris’
hereunder shall be
      for
      the Term of this Agreement unless this Agreement is terminated pursuant to
      the
      provisions of Article 24.




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4.2 Both
      parties shall meet on a quarterly basis to have general discussions including,
      but not limited to,
      the
      review of current market conditions, product features, regulatory and
      competitive climate including pricing,
      technical features and improvements to new products.





**ARTICLE
      5** **–** **RESPONSIBILITIES
      OF THE PARTIES** ****




5.1  In
      addition to all other obligations of Harris under this Agreement, Harris
      shall:





(a)  where
      appropriate, train its End Users in the effective use of the Products and Licensed
      Materials, including providing any instructional material furnished by
      Statmon;





(b) inform
      its customers, of service and maintenance options available from
      Statmon





(c) report
      in
      writing within thirty (30) business days
      to
      Statmon all suspected Products and Licensed Materials defects or safety problems
      and keep Statmon
      informed of customer complaints.





(d) comply
      with all applicable requirements of
      federal, state and local laws, ordinances,
      administrative rules and regulations.





(e) offer
      to
      its End User a warranty for such Products and Licensed Materials on the same
      terms as the warranty granted to Harris from Statmon.





(f)
      be
      responsible for all other expenses associated with its personnel’s attendance at training
      including, but not limited to, travel, lodging and meals. In
      addition, Harris shall be responsible for
      all
      travel, lodging and meals expenses associated with the attendance of
      Statmon personnel at any training
      session.





(g) pass
      on
      sales leads for the Products to Statmon.





5.2  In
      addition to all other obligations of Statmon under this Agreement, Statmon
      shall:





(a) review
      Harris’ written reports referred to in Section 5.1 (c) and respond with
      a remedy
      or
      proposed remedy to such reports within 14 business days from Statmon’s receipt
      thereof;





(b) develop
      and manufacture the Products in compliance, with the Specifications and provide
      Harris with service or replacement for Products in accordance with the terms
      and
      conditions of this Agreement.





(c) comply
      with all applicable requirements of
      federal, state and local laws,
      ordinances, administrative rules and regulations including.





(d) provide
      Harris with instructional materials in mutually agreed upon quantities relating
      to the Products and Licensed Materials for training and educational purposes as
      needed; and





(e) provide
      Harris with training for the Products and for major Software revisions free
      of
      charge at least once a year. In the event Harris desires additional training,
      such shall be provided by
      Statmon at $150.00 per hour or $1,200 per day.





(f) be
      responsible for configuration, installation and homologation requirements for the
      Products worldwide, including all costs, expenses and fees
      associated with such installation and homologation.


(g) Provide
      pre-sales support and “first tier” support, after
      successful software installation,
      to all End Users that have purchased a support contract from
      Statmon either directly or through
      Harris. First tier is defined as direct technical support to the End User per
      the terms of the then current
      support packages provided by Statmon at the time, details of which are available
      on Statmon’s website http://www.statmon.com/Paizes/Support.html




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h) Pay
      Harris a 10% referral fee for sales leads under 5.1 (g) above on qualified opportunities
      as defined herein (the “Referral Fee”). A Qualified Opportunity shall be defined
      as a sales lead
      communicated by Harris to Statmon in writing and accepted as such by Statmon
      in
      writing. Statmon can
      reject a sales lead upon presentation to Harris of substantive documentation
      that it was aware of the sales
      lead prior to the Harris written communication of such lead. The parties will review
      the Qualified Opportunities
      periodically and may agree to different terms and conditions on substantial
      Qualified Opportunities on a case-by-case basis.





**ARTICLE
      6** **–** **ORDERS**





6.1 All
      Orders submitted by Harris for Products and Licensed Materials shall incorporate
      and be subject
      to the terms and conditions of this Agreement. To the extent that any terms
      contained within this Agreement
      are in conflict with those referenced in any particular Order, the terms set
      forth herein shall take
      precedence and control. Harris shall issue an Order to Statmon to procure
      Products hereunder. Any Order
      submitted pursuant to a firm price quotation shall include such firm price
      quotation number. All Orders,
      including electronic Orders, shall contain the information as detailed
      below:





(i)
            
            Complete
                and correct ship to and bill to address;(ii)
            
            The
                quantity and type of Products and Licensed Materials being
                ordered;(iii)
            
            The
                price;(iv)
            
            The
                requested delivery date in accordance with Statmon’s standard interval for
                the Productsand
                Licensed Materials being ordered, or, in the event a non-standard
                interval
                has been agreed to by the parties, reference shall be made to the
                specific
                document agreeing to theinterval;
                and(v)
            
            Reference
                to this Agreement.(vi)
            
            End-User
                information, including End User’s name, address, telephone number, contact
                andcallsign.




6.2 Harris
      shall have the right to cancel any Order without liability in the event Statmon
      does not deliver
      any Products within the then delivery time of the Order except when such a
      delay
      is caused by a force
      majeure event which continues for less than 30 days, or as the parties may
      agree
      otherwise in writing.





**ARTICLE
      7** **–** **PRICES,
      INVOICES AND TERMS OF PAYMENT**





7.1 Statmon
      will invoice Harris all amounts
      due for Products and Licensed Materials upon shipment or
      in
      either event, as soon as practical thereafter in accordance with prices set forth  in
      Appendix A. The Parties
      agree to review the prices and discuss decreases based on sales volumes. Unless
      otherwise agreed in writing,
      Harris may elect to pay all such invoiced amounts, less any disputed amounts
      for
      receipt by Statmon
      2% 10 days or within (30) days of the invoice date.





**ARTICLE
      8** **–** **DELIVERY;
      INSPECTION AND TESTING; ACCEPTANCE**





8.1 **Delivery
      of Units:** **** Statmon
      shall deliver the Products to Harris or designated End User at the address
      and according to the respective delivery schedules specified in the
      Orders.





8.2 **Testing
      of Products by Statmon; Quality Control:** **** Statmon
      shall have no obligation to develop
      any New Products. However, should Statmon desire to develop a New Product and
      seek to have it included within the terms of this Agreement, the following
      guidelines shall govern the development of such
      New
      Product: Statmon shall provide and maintain a quality control, inspection and
      test system for all
      Products in accordance with the Specifications and, upon Harris’ request, issue
      to Harris a certificate as
      to the
      compliance of Products with applicable Specifications pursuant to each Product
      shipment. Statmon shall configure and assemble all Products in accordance with
      the Orders. Except as specified in Section
      8.3 Statmon shall not ship any Product to Harris until such Product has
      satisfied the Conformance Testing.
      Harris shall have the right to inspect and witness Statmon’s testing of the
      Products at Statmon’s manufacturing
      facility and Harris shall provide all reasonable facilities and assistance
      for
      such inspection if
      at
      Harris’ request the testing is to be done at a Harris facility. In the event
      that Harris witnesses the Conformance Testing of a New Product at Statmon’s
      manufacturing facility and determines that the Product
      satisfies all requirements of the Conformance Testing and otherwise conforms
      to
      all applicable Specifications,
      Harris will so notify Statmon. Statmon’s quality control procedures will include
      a mechanism
      by which Products may be traced back to a particular lot. Complete and accurate
      records relating
      to such tests shall be maintained by Statmon at all times during the term of
      this Agreement and for
      a
      period of three (3) years thereafter and shall be made available to Harris
      upon
      Harris request.




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8.3 **Acceptance
      of New Products:** **** All
      New
      Products not accepted by Harris shall be subject to inspection
      and testing by Harris in accordance with the Conformance Testing within thirty
      (30) days after Harris’
      receipt of such Products at the site of Harris specified in the Order to
      determine conformity with the
      Order
      and Specifications. Statmon shall have the right to witness all such inspections
      and testing by Harris.





8.4 **Acceptance
      of Products (Other than New Products:** **** If
      any
      Products (other than New Products) delivered
      do not conform to the Accepted Order or the Specifications, Harris shall have
      the right to reject such
      Products within thirty (30) days after Harris’ receipt of such Products at the
      site of Harris specified in
      the
      Order. Statmon
      shall bear the costs and expenses, including, without limitation, storage,
      transportation, shipping, recalling, repackaging, reshipping, and the like
      associated with repair and/or replacement
      of nonconforming Products or lots.





8.5 **Statmon’s
      Obligations With Respect to Rejected Products:** **** In
      the
      event that any Product is rejected by Harris following the Conformance Testing
      procedures set forth in Sections 8.2, 8.3 and 8.4 due
      to
      failure of the Products to perform in accordance with the Specifications,
      Statmon shall promptly inspect
      and test such Product at Harris’ facility (or, at the election of either party,
      at Statmon’ s
      facility) in accordance with the Conformance Testing to determine whether the
      Product conforms to all Specifications
      applicable to such Product. Harris shall have the right to be present at all inspections
      and tests
      conducted by Statmon. In the event that a rejected Product does not satisfy
      the
      Conformance Testing,
      Statmon shall, as soon as possible but no later than within thirty (30) days
      after its receipt of Harris’
      notice of rejection and without expense to Harris, correct defects in any
      nonconforming Product or,
      at
      its option, replace the nonconforming Product so that such Product or
      replacement Product satisfies the
      Conformance Testing. If Statmon is unable to correct defects in the
      nonconforming Product or replace the
      Products Statmon will so notify Harris. Harris shall have the option to have
      Statmon provide a credit for
      such
      Products.





8.6 In
      the
      event Statmon promptly inspects and tests a rejected Product at a Harris
      facility (or, at the election
      of either party, at Statmon’s facility) in accordance with the Conformance
      Testing and satisfies all
      such
      test included therein, such Product shall be deemed to be accepted for all
      purposes of this Agreement,
      effective upon Harris’ receipt of Statmon’s written certification of such test
      results or, if later, upon the subsequent return of such Product to
      Harris.





**ARTICLE
      9** **–** **DISPOSITION
      OF RECON INVENTORY**





9.1 The
      Parties acknowledge and agree that the inventory of all Products purchased
      and
      pre-paid by Harris
      under the Agreement for Purchase & Sale of Remote Monitoring Products
      entered into by and between
      the Parties on February 25, 2003 (the “Exclusive OEM Agreement”) under the ReCon
      brand is attached hereto as Appendix D (hereinafter referred to as the “ReCon
      Inventory”) and forms part of this Agreement.




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9.2 The
      Parties agree that the ReCon Inventory will be allocated against future
      shipments of Products under
      the
      Axess brand at the rate of 100% through March 31, 2006, at the rate of 75%
      from
      April 1,
      2006 through
      June 30, 2006 and at the rate of 50% thereafter until such inventory is
      exhausted.





**ARTICLE
      10 –** **DOCUMENTATION**





10.1 Statmon
      shall furnish Harris with an electronic master copy of
      source
      documentation, including but not
      limited to instruction and technical manuals (“Product Information”) relating to
      the
      Products. Harris shall use such Product Information in sales promotion and
      training of Harris personnel and
      customers only with
      respect to the Products purchased under this Agreement.





10.2 For
      Products listed in Appendix A -
      Products, Statmon shall provide to Harris the following product documentation
      in
      electronic format:





Operations
      and Maintenance Manuals


Product
      pictures in the highest resolution possible


Application
      Guide Brochures





Harris
      shall use such information in sales promotion, marketing activity and for End
      Users only
      with
      respect to
      the
      Products purchased under this Agreement and in accordance with the terms of
      this
      Agreement.





**ARTICLE
      11 –** **DISCONTINUED
      AVAILIBILTIY/SPARE PARTS**





11.1 Statmon
      shall not discontinue making any Products available to Harris without providing Harris
      with at least 90 days prior written notice of such discontinuance and an
      opportunity to purchase such quantities of the Products as Harris estimates
      it
      may need to support the Products
      sold to Harris’ End Users.





ARTICLE12 **–** **EXPORT
      CONTROL**





The
      parties acknowledge that any Products, Software, and technical information
      (including, but not
      limited to, services and training) provided under this Agreement are subject
      to
      U.S. export
      laws and regulations
      and any use or transfer of such Products, Software,
      and technical information must be authorized
      under those regulations. Harris agrees that it will not use, distribute,
      transfer, or transmit the Products,
      Software, or technical information (even
      if
      incorporated into other products) except in compliance
      with U.S. export regulations.





**ARTICLE
      13** **–** **SALES
      OR USE TAXES**





Harris
      shall provide Statmon with a valid tax exempt certificate, in which case Harris shall
      not
      be liable
      for all sales taxes and related charges exempted under such certificate, however
      designated, imposed
      upon or based upon the provision, sale, license or use of Products, and Licensed Materials
      levied upon
      the
      sale.





**ARTICLE
      14** **-** **TRANSPORTATION
      AND PACKING**





Statmon
      will arrange for prepaid transportation (from a list of carriers pre-approved by
      Harris) to
      destinations in the contiguous United States and invoice transportation charges to
      Harris, which Harris agrees
      to
      pay in accordance with Article 7. When
      possible, Statmon shall utilize Harris’ accounts with DHL,
      Federal Express or UPS and Harris will be billed for such charges directly
      by
      the carrier. Premium transportation
      will be used only at Harris’ request.
      Statmon shall pack Products for delivery in the contiguous
      United States, in accordance with its standard practices for domestic shipments.
      Where, in order
      to
      meet Harris’ requests, Statmon packs Products in other than its normal manner or
      for destinations outside the contiguous United States, Statmon may bill Harris
      for the additional charges for such packing and
      transportation.




Proprietary
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**ARTICLE
      15** **–** **TITLE
      AND RISK OF LOSS**





Risk
      of
      loss to Products and Licensed Materials shall pass to Harris upon delivery
      to a
      common carrier,
      Harris or its designated carrier or agent. Title to the Products shall pass
      to
      Harris upon delivery to Harris, or if
      Harris
      so instructs, to Harris’ End User in accordance with the Order. Title to all
      Licensed Materials
      (whether or not part of firmware) furnished by Statmon, and all copies thereof
      made by Harris, including
      translations, compilations, and partial copies are, and shall at all times
      remain, the property of Statmon.
      Harris shall notify Statmon promptly of any claim with respect to loss which
      occurs while Statmon
      has the risk of loss and shall cooperate in every reasonable way to facilitate
      the settlement of any claim. For purposes of this clause, “delivery” shall mean
      the point at which Statmon or Statmon’s supplier or
      agent
      turns over possession of the Product or Licensed Materials to a common carrier,
      Harris, Harris’ End User, Harris’ employee, Harris’ designated carrier, Harris’
warehouse, or other Harris agent and not necessarily the final destination
      shown
      on the Order.





**ARTICLE
      16** **–** **PRODUCT
      CHANGES AND DEVELOPMENTS**





Statmon
      may modify the Product drawings and Specifications or substitute products of
      later design. Statmon
      guarantees that such modifications or substitutions will not impact upon form,
      fit, or function under
      normal and proper use of the ordered Product as provided in the Specifications.
      With respect to changes,
      modifications, and substitutions that do impact the form, fit, or function
      of
      the Products, Statmon shall
      notify Harris in writing thirty (30) days prior to the date the changes become
      effective and Harris shall notify
      Statmon of any objections thereto before the effective date of the change;
      if
      Harris fails to notify Statmon
      of any such objections, Harris shall be deemed to have consented to such change.
      Statmon shall inform
      Harris on a periodic basis of any planned changes to the form, fit, or function
      of Products.





**ARTICLE
      17** **–** **LICENSE**





17.1 Upon
      delivery of Licensed Materials pursuant to this Agreement, Statmon, grants
      to
      Harris a perpetual,
      personal, nontransferable, (except as specified herein), and nonexclusive
      license to Use the Licensed Materials solely on the Designated Processors for
      its own business operations and to grant sublicenses as provided below
      commencing in Section 17.3. Harris shall not reverse engineer, decompile or
      disassemble Software furnished as object code to generate corresponding Source
      Code. Unless otherwise
      agreed in writing by Statmon, Harris shall not modify Software furnished by
      Statmon under this Agreement
      except as provided in Statmon’s documentation. If a Designated Processor becomes temporarily
      inoperative, Harris shall have the right to use the Licensed Materials
      temporarily on a backup processor until operable status is restored and
      processing on the backup processor is completed. Harris may
      make
      up to two (2) archival copies of the Software for use as backup for failed
      Software.





17.2
      All
      Licensed Materials (whether or not part of firmware) furnished by Statmon,
      and
      all copies thereof
      made by Harris, including translations, compilations and partial copies, are
      and
      shall remain the property
      of Statmon.





17.3 Notwithstanding
      the provisions of this article, in consideration of the fees to be paid
      hereunder, Harris
      may sub-license the Use of Licensed Materials with finished products on behalf
      of Statmon to End Users,
      but only in connection with the sale or lease to such End User of the finished
      products incorporating Products
      purchased under this Agreement for which such Licensed Materials were furnished
      in connection with such Products. Such
      sub-license shall be administered electronically by Statmon for electronic
      acceptance by each End User the first time the Licensed Materials are used
      and
      shall incorporate the terms and
      conditions set forth in Appendix F, Statmon’s End User License Agreement. Upon
      request by Harris, Statmon
      agrees to provide Harris with copies of all such sub-licenses for the sole
      purpose of verifying acceptance of
      the
      required terms and conditions. The
      terms
      of such sub-licenses shall survive any termination
      of rights under this Agreement, including termination under Section 1.7.4.




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17.4 Statmon
      may cancel any license granted under this article if Harris fails to materially comply
      with the
      terms
      and conditions of such License or this Agreement and this Agreement is
      terminated. Statmon may
      cancel any sub-license to an End User of Harris who fails to materially comply
      with the terms
      of
      such sublicence. If
      a
      license or sub-license is canceled, or if Licensed Materials are
      no
      longer needed, the corresponding
      copies of Licensed Materials shall be returned to Statmon, or Statmon shall
      be
      assured, in a format
      reasonably required by Statmon, that all copies of Licensed Materials
      have been destroyed and software
      has been erased from all
      media; provided however, that Harris may retain copies of the Licensed Materials
      reasonably required to fulfill its
      warranty and maintenance obligations to its non-breaching sub- licensees.
      This paragraph shall not affect (1) the proper sub-license of
      Licensed Materials made before Harris’
      license is canceled, or (2) Harris’ license hereunder if an End User fails
      to
      comply with a sub- license,
      provided, in either event, that such sub-licenses fully comply
      and comport with this article.





**ARTICLE
      18** **–** **WARRANTIES**





18.1 **Product
      Warranties:** **** To
      the
      extent and subject to the terms of the warranty given by the original
      manufacturer of the remote terminal units, Videoquip, Statmon
      warrants to Harris that the Hardware
      components of any Products will conform to all applicable Specifications, and
      will be free from defects
      (including latent defects) in design (except to the extent that a Product is
      manufactured according to
      Harris’s design specifications), material, and workmanship for a period of (a)
      twelve (12)
      months from the
      date
      of delivery by Harris of a Product to an End User.





18.2 **Software
      Warranties:** **** Statmon
      warrants to Harris that the Software will be free from defects which
      materially affect the performance of the Software or the related Products
      and will operate in accordance
      with the Specifications for a period of twelve (12) months from the date of
      delivery by
      Harris of
      Software to an End User. In
      addition the media in which the Software is provided shall be free from defects
      in materials and workmanship for a period of twelve (12) months from the
      date
      of delivery by Harris
      of
      the media to an End User.





18.3 **Other
      Warranties:** **** Statmon
      warrants to Harris only that any and all services to be performed by Statmon
      hereunder including, without limitation, technical support and training, will
      be
      performed by Statmon
      in a good and workmanlike manner. If
      any
      Products or Software furnished by Statmon contain one
      or
      more third party manufacturer’s warranties, Statmon hereby assigns such
      warranties to Harris, to the extent such warranties are assignable. Statmon
      warrants that at the time of delivery to Harris, all Products
      and Software shall be free of any security interest or any other lien or any
      other
      encumbrance whatsoever.
      Furthermore, Statmon warrants that it is the owner of all intellectual property rights
      relating to
      the
      Products and Software and that it has the rights to grant the licenses contained
      herein.





18.4 **Repair/** **Replace:** **** Statmon
      shall repair or replace defective or nonconforming Products or Software
      under warranty or, at its option, replace the Products or Software under
      warranty with
      Products and
      Software that are conforming and not defective. If
      Statmon is unable to so repair or replace the Products
      or Software, Statmon will notify Harris. Harris
      shall have the option to have Statmon provide a credit
      or, as otherwise requested by Harris, a refund equal to the price of the Product and,
      if
      installed by Statmon,
      the original installation charges which were charged to Harris.





18.5 **Return
      of Products and Software:** **** Defective
      or non-conforming Products and Software under warranty
      will be returned to Statmon for repair or replacement, at Statmon’s cost, with
      risk
      of loss and damage
      in
      transit borne by Statmon. Unless otherwise agreed upon by Statmon and Harris, Statmon
      shall complete
      repairs and ship the repaired Products and/or Software, or replacement Products and/or
      Software within
      fifteen (15) days after Statmon’s receipt of the defective or non-conforming
      Products and/or Software. Notwithstanding
      the above provision of this Section 18.5,
      if
      a Product or Software is determined
      to be defective within thirty (30) days use by an End-User of Product or
      Software, Statmon agrees
      to
      replace or repair the defective Product or Software within five (5) business
      days. In addition, if a Harris field engineer is on site for a field
      installation or repair under warranty, if requested by Harris, Statmon agrees
      to
      use its best efforts to expedite a replacement on the same day to the End-User
      site. Statmon shall bear the risk of loss and damage in-transit and shall prepay
      and bear the cost of freight for shipments to the owner of repaired or replaced
      Products and Software.





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 9




If
      Products or Software returned to Statmon for any repair or replacement are
      riot
      defective or nonconforming, and, Statmon did not require or recommend the
      return, Harris shall pay Statmon for any handling, inspection, repairs or
      transportation provided by Statmon at Statmon's then prevailing
      rates.





During
      the warranty period, all replacements of defective Products shall be new
      Products and not refurbished Products.





18.6 **Warranty
      on Repaired or Replacement Products and Software:** Any
      Product or Software under warranty which is repaired or replaced by Statmon
      shall be warranted as provided in this Article for: (a) the remainder of the
      original warranty period; or (b) ninety (90) days after the applicable Product
      or Software is returned to Harris, whichever is later (based upon the date
      the
      repair or replacement is completed and accepted by Harris).





18.7 **Repair
      Information:** Products
      or Software repaired by Statmon shall have the repair completion date stenciled
      or otherwise identified in a permanent manner at a readily visible location
      on
      the Products and the repaired Products shall be returned with a tag or other
      papers describing the repairs which have been made.




**ARTICLE
      19 –**  **REPAIRS
      OR REPLACEMENT NOT COVERED UNDER WARRANTY**





19.1 **Repairs:** In
      addition to "in warranty" repairs, Statmon agrees to provide repair or
      replacement service for all Products and Software ordered during the Term for
      a
      period of two (2) years after such Products or Software have been discontinued
      by Statmon, pursuant to notice by Statmon of such discontinuance. Statmon agrees
      to provide such warranty repairs or replacement (other than "in warranty"
      repairs or replacement) at the repair or replacement charges then generally
      charged by Statmon for such repairs or replacements or, if such repairs or
      replacements are not then being performed by Statmon at reasonable
      rates.





19.2 **Repair
      or Replacement:** Defective Products or Software, out-of-warranty, may be returned to Statmon
      for
      repair or replacement. If any Product or Software returned to Statmon for repair
      is reasonably determined to be irreparable, Statmon shall promptly notify
      Harris. Statmon shall then, at Harris' option, sell to Harris a replacement
      Product or Software, if available, at the prices set forth pursuant to this
      Agreement or, if this Agreement is then terminated, at the then current price
      for such Product. During the Term of this Agreement, Statmon shall continue
      to
      provide replacement Products and/or Software for a period of two (2) years
      after
      such Products or Software has been discontinued by Statmon.





19.3 **Completion
      of Repairs Shipment of Replacement:** Statmon
      shall complete repairs and ship the repaired or replaced Product or Software
      or,
      as authorized by Harris in an equipment repair or replacement order replacement
      Product, within thirty (30) days of Statmon's receipt of the defective Product.
      Statmon shall bear the risk of loss or damage during transit of the Product
      and
      shall prepay and bear the cost of transportation charges for shipment to Statmon
      of the Product or Software to be repaired or replaced. For return shipments
      from
      Statmon to Harris, Statmon shall bear the risk of loss or damage during transit
      and Statmon shall prepay and bear the cost of transportation charges for
      shipment of the Product or Software that has been repaired or
      replaced.





19.4 **Warranty:** Any
      Product or Software repaired or replaced pursuant to this Article (i.e., out
      of
      warranty), shall be warranted for a ninety (90) day warranty
      period.




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 10




19.5 **No
      Exclusive Privilege:** **** This
      Agreement does not grant Statmon any exclusive privilege to repair
      any or all Products or Software delivered to Harris under this Agreement and
      Statmon acknowledges
      that Harris may perform any repairs or contract with others for
      repairs.





19.6 **Repair
      Information:** **** Products
      and Software repaired by Statmon shall have the repair competition date
      stenciled or otherwise identified in a permanent
      manner at a readily visible location on the
      Products and the repaired Products or Software shall be returned with a tag
      or
      other papers describing the repairs which have been made.





**ARTICLE** **20 –** **INDEMNIFICATION**





20.1 Statmon
      will indemnify and save harmless Harris from any loss or damages (including reasonable
      attorneys' fees and legal costs) awarded against Harris by final judgment (or
      by
      settlement approved
      by Statmon) because of claims, suits, or demands of third parties for personal
      injury or tangible property
      damage (as limited below) to the extent such loss or damage is caused by or
      results from the negligent
      acts or omissions of Statmon or its employees or agents provided 1) Harris
      promptly notifies Statmon
      in writing of any suits, claims or demands against Harris for which Statmon
      is
      responsible under this
      indemnity, 2) Harris gives Statmon full opportunity and authority to assume
      the
      sole defense of and settle
      such suits and 3)
      Harris
      furnishes to Statmon, upon request, all information and reasonable assistance
      available to Harris for defense against any such suit, claim or demand.
      Statmon's liability under
      this indemnity, however, shall in no event exceed $250,000 for any one
      occurrence. This
      indemnity is in lieu of all other obligations of Statmon, express or implied,
      in
      law or in equity, to indemnify
      Harris (except pursuant to the Article entitled "INFRINGEMENT").





20.2 Harris
      will indemnify and save harmless Statmon from any loss or damages (including
      reasonable attorneys' fees) awarded against Statmon by final judgment (or by
      settlement approved by Harris) because of claims, suits, or demands of third
      parties for personal injury or tangible property damage
      (as limited below) to the extent such loss or damage is caused by or results
      from the negligent acts
      or
      omissions of Harris or its employees or agents provided 1) Statmon promptly
      notifies Harris in writing
      of any suits, claims or demands against Statmon for which Harris is responsible
      under this indemnity, 2) Statmon gives Harris full opportunity and authority
      to
      assume the sole defense of and settle such suits and 3) Statmon furnishes to
      Harris upon request all information and reasonably assistance available to
      Statmon for defense against any such suit, claim or demand. Harris' liability
      under this indemnity,
      however, shall in no event exceed $250,000 for any one occurrence. This
      indemnity is in lieu of
      all
      other obligations of Harris, express or implied, in law or in equity, to
      indemnify Statmon (except pursuant
      to the Article entitled "INFRINGEMENT").





**ARTICLE
      21 –** **INFRINGEMENT**





21.1 In
      the
      event of any claim, action, proceeding or suit by a third party against Harris
      or any End- User
      alleging an infringement of any patent, copyright, or trademark, or a violation
      of any trade secret or proprietary
      rights by reason of Harris' sale or End-User's use, in accordance with the
      Specifications, of any
      Product, Licensed Material or other item furnished by Statmon to Harris under
      this Agreement, Statmon,
      at its expense, will defend and hold harmless Harris and/or any End-User, as
      the
      case may be, subject to the conditions and exceptions stated below. Statmon
      will
      reimburse Harris and any End-User for
      any
      cost, expense and attorney's fees, reasonably incurred, and will indemnify
      Harris against any liability
      assessed against Harris and/or End-User by final judgment (or by settlement
      approved by Statmon)
      on account of such infringement or violation arising out of such
      use.





21.2 If
      Harris' or an End-User's use shall be enjoined or in Statmon's opinion is likely
      to be enjoined, Statmon
      will, at its expense and at its option, either (a) replace the affected Product,
      Licensed Material, or other
      item furnished pursuant to this Agreement with a suitable substitute of
      equivalent form, fit and function
      free of any infringement or violation, (b) modify it so that it will be free
      of
      the infringement or
      violation and of equivalent form, fit and function, or (c) procure for Harris
      a
      license or
      other
      right to useit.
      If
      none of the foregoing options is not achieved after commercially reasonableefforts,
      Statmon willremove
      the enjoined Product, Licensed Material, or other item and refund to Harris
      any
      amounts paidtoStatmon.




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 11




21.3 Harris
      or
      End-User (as the case may be) shall give Statmon prompt written notice of
      all
      such claims,
      actions, proceedings or suits alleging infringement or violation and
      Statmon shall have full and complete
      authority and shall assume, at Statmon's expense, the sole defense thereof, including
      appeals, and
      to
      settle same. Harris or End-User shall, upon Statmon's request and at Statmon's expense,
      furnish all
      information and reasonable assistance available to Harris
      or
      End-User and cooperate in every reasonable
      way to facilitate the defense and/or settlement of any such claim, action, proceeding
      or suit.





21.4 No
      undertaking of Statmon under this Article 21 -
      Infringement shall extend to any such alleged infringement
      or violation to the extent that it: (a)
      arises from adherence to design modifications, specifications,
      drawings, or written instructions which Statmon is directed by Harris to
      follow, but only if such alleged infringement or violation does not reside
      in
      corresponding commercial Product
      or Licensed Material
      of Statmon's design or selection; or (b) arises from adherence to instructions
      to apply Harris's trademark,
      trade name, or other company identification; or (c) resides in a Product or
      Licensed Material which
      is
      not of Statmon's origin and which is furnished by Harris
      to
      Statmon for use under this Agreement;
      or (d) arises from use of Products, Licensed Materials or other items provided
      by Statmon
      in combinations
      with other Products, Licensed Materials or other items, furnished
      either by Statmon or others,
      which combination was not installed, recommended, intended or otherwise approved
      by Statmon. In
      the
      foregoing cases numbered (a) through (d), Harris
      will defend and save Statmon harmless, subject to the
      same
      terms and conditions and exceptions stated above
      with respect to Statmon's rights and obligations under this clause.





21.5 THE
      LIABILITY OF STATMON AND HARRIS WITH RESPECT TO ANY AND
      ALL CLAIMS, ACTIONS,
      PROCEEDINGS, OR SUITS BY THIRD
      PARTIES ALLEGING INFRINGEMENT
      OF PATENTS, TRADEMARKS, OR COPYRIGHTS OR VIOLATION OF TRADE SECRETS
      OR PROPRIETARY RIGHTS BECAUSE OF, OR IN CONNECTION WITH, ANY ITEMS FURNISHED
      PURSUANT TO THIS AGREEMENT SHALL BE LIMITED TO THE SPECIFIC UNDERTAKINGS
      CONTAINED IN THIS ARTICLE.





**ARTICLE** **22** **–** **TRADEMARKS
      AND OTHER INDICIA**





22.1 Unless
      Harris specifically requests labeling in accordance with Appendix B,
      the
      exterior of all Products
      to be provided by Statmon under this Agreement shall be provided with Statmon's
      trade name and/or
      trade dress ("Statmon Marks") pursuant to the provisions of
      this
      Article whereby Statmon expressly
      authorizes Harris to use Statmon Marks (as hereinafter
      defined) in connection with the marketing,
      sale, or license by Harris of Products or Licensed Materials in
      accordance with the terms of this
      Agreement. All
      uses
      of Statmon Marks by Harris shall be subject to prepublication or
      pre-use review
      and approval by Statmon which will not be unreasonably withheld or delayed. If
      Statmon grants Harris
      permission to use its Statmon Marks in Harris' marketing and
      advertising of, and in Harris' publicity
      relating to Products and Licensed Materials, such use shall conform to Statmon's
      written standards
      and guidelines relating thereto, which may be revised by Statmon from time to
      time.
      Such use shall
      inure to the benefit of Statmon and shall not invest in Harris any rights in
      or
      to the Statmon
      Marks. If
      at any
      time, in Statmon's judgment, any use of Statmon Marks by Harris is deemed
      detrimental to
      the Statmon
      Marks or Statmon's reputation, or is deemed otherwise undesirable, Statmon
      may, upon thirty (30)
      days
      prior written notice to Harris, withdraw such permission without liability
      as a
      result thereof unless
      within such notice period Statmon determines in its sole discretion that Harris
      has modified
      the use of
      the
      Statmon Marks to Statmon's satisfaction. Harris
      shall not conduct business under any of the Statmon
      Marks or derivatives or variations thereof, and Harris shall not directly or
      indirectly hold itself out
      as
      having any relation to Statmon or its affiliates other than as
      approved by Statmon as set forth herein.




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 12


22.2 Harris
      expressly authorizes Statmon to use Harris Marks (as hereinafter defined) in
      connection with
      website marketing and other advertising literature and marketing pieces in
      accordance with the terms of
      this
      Agreement. All uses of Harris Marks by Statmon shall be subject to
      prepublication or pre-use review and approval by Harris which will not be
      unreasonably withheld or delayed. If Harris grants Statmon
      permission to use Harris Marks in Statmon's marketing and advertising of, and
      in
      Statmon's publicity
      relating to Products and Licensed Materials, such use shall conform to Harris'
      written standards and guidelines relating thereto, which may be revised by
      Harris from time to time. Such use shall insure to the sole benefit of Harris
      and shall not invest in Statmon any rights in or to the Harris Marks. If at
      any time,
      in
      Harris' judgment, any use of Harris Marks by Statmon is deemed detrimental
      to
      the Harris Marks or
      Harris' reputation, or is deemed otherwise undesirable, Harris may upon thirty
      (30) days prior written notice
      to
      Statmon, withdraw such permission without liability as a result thereof unless
      within such notice period
      Harris determines in its sole discretion that Statmon has modified the use
      of
      the Harris Marks to Harris' satisfaction. Statmon shall not conduct business
      under any of the Harris Marks or derivatives or variations
      thereof, and Statmon shall not directly or indirectly hold itself out as having
      any relation to Harris
      or
      its affiliates other than as approved by Harris as set forth
      herein.





**ARTICLE** **23** **–** **USE
      OF INFORMATION**





23.1 All
      other
      technical and business information in whatever form which bears a legend or
      notice restricting
      its use, copying or dissemination or, if not in tangible form, is described
      as
      being proprietary or confidential
      at the time of disclosure and is subsequently summarized in writing so marked
      and delivered to
      the
      receiving party within thirty (30) days of disclosure to the receiving party
      (all hereinafter designated
      "Information") shall remain the property of the furnishing party. All Software
      shall be deemed to be confidential or proprietary regardless of how labeled
      and
      use thereof shall be in accordance with
      Article 17. The furnishing party grants the receiving party the right to use
      such Information only as follows:
      Such Information (a) shall not be reproduced or copied, in whole or part, except
      as authorized in this
      Agreement; and (b) shall, together with any full or partial copies thereof,
      be
      returned or destroyed when
      no
      longer needed. Statmon shall use such Information from Harris solely for
      performance under this Agreement.
      Harris shall use such Information from Statmon only (a) to order, (b) to
      evaluate Statmon's Products,
      Licensed Materials, or other items, or (c) to install, operate, and maintain
      the
      particular Products,
      Licensed Materials, or other items for which it was originally furnished. Unless
      the furnishing party
      consents in writing, such Information shall be held in confidence by the
      receiving party, except for that
      part, if any, which a) was known to the receiving party at the time it was
      submitted, b) is, or becomes, publicly
      known through no wrongful act of the receiving party, c) is received by the
      receiving party from a
      third
      party without similar restrictions and without breach of this Agreement or
      other
      applicable agreements,
      d) is approved for release by written authorization of the disclosing party,
      e)
      is independently developed
      by the receiving party without the use of the Information disclosed hereunder,
      f) is furnished by
      the
      disclosing party to a third party without a similar restriction on the third
      party's rights of g) except to the extent disclosure may be required by
      applicable laws or regulations, in which latter case, the party required
      to make such disclosure shall promptly inform the other prior to such disclosure
      in sufficient time
      to
      enable such other party to make known any objections it may have to such
      disclosure (the disclosing
      party shall take all reasonable steps to secure a protective order or otherwise
      assure that such Information
      will be withheld from the public record). The receiving party may disclose
      such
      Information to
      other
      persons, upon the furnishing party's prior written authorization, but solely
      to
      enable such third party
      to
      perform acts which this clause expressly authorizes the receiving party to
      perform itself and further
      provided such other person agrees in writing (a copy of which writing will
      be
      provided to the furnishing
      party at its request) to the same conditions respecting use of Information
      contained in this clause and to any other reasonable conditions requested by
      the
      furnishing party. The obligations and restrictions
      placed upon the receiving party under this section shall expire five (5) years
      after the Effective Date.





23.2
      Each
      Party agrees to execute and be bound by the terms and conditions contained
      in
      the Confidentiality Agreement attached hereto as Exhibit G. Furthermore, each
      Party agrees: (a) to obtain, from
      any
      individual not subject to confidentially obligations at least as restrictive as
      in
      Section 23.1 who are
      in
      need to know of, and receive, any part of the Information, a commitment of
      confidentiality and restrictive
      use in the form attached hereto as Appendix G -
      Confidentiality Agreement; (b) to enforce by all
      means
      such commitments, and to assist actively furnishing party in the protection
      of
      the Information against
      any wrongful act or negligence by third parties and (c) to abide by the terms and
      conditions of the Confidentiality
      Agreement attached hereto as Exhibit G which is incorporated by reference
      hereunto and made
      a
      part of this Agreement.




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 13




**ARTICLE** **24 –** **TERMINATION**





24.1 **Termination
      Upon Certain Events:** **** Either
      party may terminate this Agreement, effective immediately, without liability
      for
      such termination, upon written notice to the
      other
      party, if any of the following
      events occur:





(a)
            The
                other party files a voluntary petition in
                bankruptcy


(b)
            The
                other party is adjudged bankrupt; (c)
            A
                court assumes jurisdiction of the assets of the other party under
                a
                federal reorganization act; (d)
            A
                trustee or receiver is appointed by a court for all or a substantial
                portion of the assets
                of the other party; (e)
            The
                other party becomes insolvent or suspends its business;
                or (f)
            The
                other party makes an assignment of its assets for the benefit of
                its
                creditors except
                as required in the ordinary course of
                business





24.2 **Termination
      Upon Material Breach:** **** Either
      party may terminate this Agreement upon written notice
      to
      the other party if the non-terminating party has committed a material breach
      of
      its obligations under
      this Agreement and has failed to cure such breach within thirty (30) days
      from
      receipt of written notice of such breach. Such
      termination shall be effective thirty (30) days after written notice by
      the terminating
      party unless the non-terminating party has cured such breach.





24.3 **Termination
      for Convenience:** **** Either
      party may terminate this Agreement without cause upon 90
      days
      written notice to the other party.





24.4 **Effect
      of Termination:** **** Upon
      the
      termination or expiration of, this Agreement, Statmon shall continue
      to fill any Orders placed by Harris and all outstanding Harris quotation(s) to
      End
      User(s) for a period
      of
      ninety (90) days from the date of termination or expiration.





**ARTICLE** **25
      –**  **AGREEMENT
      EXTENSION**





After
      the
      initial Term of this
      Agreement and other subsequent expirations; and if this Agreement has not been
      terminated pursuant to Article 24, this Agreement will automatically
      renew for a one (1) year extension
      unless either party provides written notice of its intention not to renew this Agreement
      at least six
      (6)
      months prior to the end of the then effective Term.





**ARTICLE
      26 –** **LIMITATION
      OF LIABILITY**





26.1 NOTWITHSTANDING
      ANY OTHER PROVISION OF THIS AGREEMENT STATMON AND
      HARRIS AND THEIR AFFILIATES AND THEIR EMPLOYEES AND AGENTS SHALL NOT BE
      LIABLE
      FOR ANY INCIDENTAL, INDIRECT, SPECIAL, RELIANCE, OR CONSEQUENTIAL DAMAGE
      OR
      LOST PROFITS, REVENUES OR SAVINGS ARISING OUT OF THIS AGREEMENT, OR  THE
      USE
      OR PERFORMANCE OF ANY PRODUCT, LICENSED MATERIALS, OTHER
      I TEMS,
      OR
      SERVICES, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT,
      TORT, INCLUDING NEGLIGENCE AND NEGLIGENCE INDEMNITY, OR STRICT LIABILITY. THIS
      SECTION SHALL SURVIVE FAILURE OF AN EXCLUSIVE OR LIMITED REMEDY. IN
      NO
      EVENT WILL EITHER PARTY'S LIABILITY TO EACH OTHER FOR DIRECTDAMAGES
      EXCEED THE AGGREGATE SALE PRICEOF
      THE
      PRODUCTS DELIVEREDHEREUNDER.




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 14




**ARTICLE** **27 –**  **ASSIGNMENT**





Except
      as
      provided in this Article, neither party shall assign this Agreement
      or any right or interest
      under this Agreement, nor delegate any work or obligation to be performed under
      this Agreement, (an
      "Assignment") without the other party's prior written consent. Notwithstanding
      the foregoing, nothing herein
      shall preclude an Assignment by either party to an Affiliate without the consent
      of the other party provided
      in each case, however, that a) the party seeking an Assignment is not in
      material breach or
      default of
      this
      Agreement and b) any Assignment shall not include an Assignment by either party to
      any
      party or entity
      who 1) in the reasonable opinion of the non-assigning party, has insufficient
      credit limits, 2) is a manufacturer
      of telecommunications products or services in competition with Harris,
      or 3) is a party to a contract
      or agreement with Harris whereby Harris has agreed to supply the Products or
      Licensed Materials available
      for procurement by Harris under this Agreement. Assignment
      of this Agreement shall not relieve the
      assigning party of any of its obligations hereunder unless otherwise agreed
      to in writing
      by the non- assigning
      party.





**ARTICLE
      28 –** **FORCE
      MAJEURE**





Neither
      party shall be held responsible for any delay or failure in performance of
      any
      part of this Agreement
      to the extent such delay or failure is caused by fire, flood,
      earthquake, explosion, war, terrorism,
      strike, embargo, governmental action or failure to act, the act of any civil
      or
      military authority, act
      of
      God, or by any other causes beyond its control whether or not similar to the
      foregoing.





**ARTICLE
      29 –** **NON
      WAIVER**





No
      course
      of dealing or failure of either party to strictly enforce any term, right or
      condition of this
      Agreement shall be construed as a modification or waiver of such term, right
      or
      condition. No
      waiver of
      breach
      of any provision of this Agreement shall be construed to be a waiver of any subsequent
      breach of the same or other provision.





**ARTICLE
      30 –** **RELEASES
      VOID**





Neither
      party shall require waivers or releases of any personal rights from
      representatives of the other
      party in connection with visits to its premises, and both parties agree that
      no
      such releases or waivers
      shall be pleaded by them or by third persons in any action or
      proceeding.





**ARTICLE
      31 –** **SEVERABILITY**





If
      any
      provision or part hereof shall be held to be invalid or unenforceable for any
      reason, then the
      meaning of such provision or part hereof shall be construed so as to render
      it
      enforceable to
      the
      extent feasible. If
      no
      feasible interpretation would save such provision or part hereof, it
      shall
      be severed, herefrom,
      but without in any way affecting the remainder of such provision or
      any
      other provision contained
      herein, all of which shall continue in full force and effect unless such
      severance effects such a material
      change as to render the Agreement unreasonable.





**ARTICLE** **32** **–** **CHOICE
      OF LAW**





The
      construction and interpretation of, and the rights and obligations of the
      parties pursuant
      to this Agreement, shall be governed by the laws of the State of California,
      without regard to its conflict of laws provisions.




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**ARTICLE
      33 –** **NO
      AGENCY**


Neither
      Harris nor Statmon shall be considered the agent of the other
      for
      any purpose or authorized
      to bind the other in anyway. The relationship between Harris and Statmon is
      that of
      Buyer
      and Seller.
      Neither party is authorized to incur any expenses, chargeable to the other
      or
      represent itself as having
      any relationship with the other party except as specifically set forth in this
      Agreement.





**ARTICLE
      34 –** **HEADINGS**





The
      article and paragraph headings contained herein are for convenience only
      and
      are not intended
      to affect the meaning or interpretation of this Agreement.





**ARTICLE
      35 –** **NOTICES**





Any
      notice, demand or other communication (other than an Order) required, or which
      may be given,
      under this Agreement shall, unless specifically otherwise provided in this
      Agreement, be in writing and
      shall
      be given or made through nationally recognized overnight courier service, confirmed
      facsimile, or
      certified mail, return receipt requested and shall be addressed to the
      respective parties as
      follows:





a)
      To
      Harris:





Harris
      Corporation, Broadcast Division


4393
      Digital Way


Mason,
      Ohio 45040


Attn:
      Mr.
      Dave LeBuhn


DTV
&
      Mobile Video Product Management With
      copy
      to:


Nancy
      Ucros, Senior Counsel, Commercial and International Operations





b)
      To
      Statmon:





Statmon
      Technologies Corp.


345
      N.
      Maple Drive, Suite 120 Beverly Hills, CA 90210


Attention:
      Geoffrey P. Talbot, President





Either
      party may change its address for receiving notices upon written notice to the
      other party. Written
      electronic notices transmitted to an address designated for such purpose by
      the
      intended receiving party
      shall be effective when received and may be deemed received not later than
      the
      day following transmittal.





**ARTICLE
      36 –** **SURVIVAL
      OF RIGHTS AND OBLIGATIONS**





The
      rights and obligations of both parties hereunder, which by their nature would
      continue beyond
      the termination, cancellation or expiration hereof, shall survive such
      termination, cancellation or expiration including Statmon's obligations under
      Article 9, 11, 17, 19, 38, 41
      and
      42.





**ARTICLE** **37 –**  **MARKETING/PUBLICITY**





37.1 Harris
      will cease to market and promote the ReCon brand and will make commercially
      reasonable efforts
      to promote the Axess brand as the preferred remote monitoring and
      control solution for major transmitters remote control
      environments.





37.2 Neither
      party shall make or cause to be made any public announcement regarding the
      relationship of
      the
      parties hereunder or the existence of this Agreement or any of its terms without the
      prior
      written consent
      of the other party, such consent not to be unreasonably withheld. Except
      as
      otherwise provided in
      this
      Agreement, each party shall submit to the other proposed copy of all advertising
      wherein the name, trademark,
      code, specification or service mark of the other party or its Subsidiaries
      or
      Affiliates is mentioned.
      Neither party shall publish or use such advertising without the other's prior
      written approval.




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**ARTICLE
      38 –** **ESCROW,
      RELEASES and LICENSES**





38.1 The
      original versions of information, documentation and materials relating to the
      Software and to the
      manufacturing and test procedures used by Statmon for the Products were
      deposited in escrow ("Deposit Materials")
      by Statmon pursuant to terms of the Agreement for Purchase & Sale of Remote
      Monitoring Products
      entered into by the Parties on February 25, 2003, and in accordance with the
      terms of the Escrow Agreement
      and Amendment thereto, Appendix B. Statmon shall keep the Deposit Materials
      current by promptly
      depositing the most recent versions thereof, and Harris shall bear all costs
      related to the Escrow Agreement
      and the Deposit Materials. The Deposit Materials shall include, but not be
      limited to the Licensed
      Materials, a master copy of the Software on CD in compiled form, Source Code,
      program listings, tools,
      data files, manuals and flow charts sufficient to compile and to maintain and
      enhance the Software, together with any revisions and modifications for fixes;
      documentation reasonably sufficient for Harris to manufacture, test and maintain
      the Products, including, but not limited to, specifications, manufacturing procedures,
      parts lists, vendor lists, test procedures, quality control processes and
      maintenance information relating to the Products.





38.2 For
      the
      purposes of "Release Conditions" under Article 4.1 of the Escrow Agreement,
      any
      of the following
      shall be deemed to be a "Depositor's failure to carry out obligations imposed
      pursuant to the Purchase
      and Sale Agreement":





(a)
            If
                Statmon fails to meet delivery schedules for the Software portion
                of any
                Product,as
                evidenced by delivery delays of more than thirty (30) days, the master
                copy of theSoftware
                or CD in its compiled form shall be released from escrow to Harris,
                andStatmon
                shall provide access to an internet ftp site' allowing Harris to
                downloadcopies
                of the Software as needed, and the licenses granted in Art. 17 shall
                apply
                tosuch
                Software and copies for use with existing and prospective customers.
                If
                andwhen
                Statmon cures the delivery delays, Harris shall be obligated to redeposit
                the master copy of the Software, unless Harris has terminated the
                Agreement pursuant to Section 24.2
                hereof.





(b)
            If
                Statmon fails to meet delivery schedules for the Hardware portion
                of any
                Product,as
                evidenced by delivery delays of more than thirty (30) days from date
                of a
                firm order from Harris, and provided such delay is not caused by
                a
                shortage of partsbeyond
                the control of Statmon or the manufacturer, the related manufacturing
                and
                testing documentation held in escrow by Statmon shall be released
                from
                escrow toHarris
                and Harris shall have the right to contract directly (without interference
                fromStatmon)
                with the manufacturers and suppliers of the'Hardware
                portions of theProduct.
                In the event of the demise of Statmon's manufacturer and Statmon'sinability
                to provide a replacement source acceptable to Harris, Statmon herebygrants
                to Harris the non-exclusive, worldwide, irrevocable, perpetual, royalty
                freelicense
                to use such documentation and practice under any related intellectualproperty
                rights of Statmon to make, have made, use, sell and lease Products,effective
                upon release of such documentation from
                escrow.





(c)
            If
                Statmon: i) delays delivery of any Product for any reason for more
                than 90
                days; orii)
                fails to support, repair or replace any Software as required under
                the
                terms of this Agreement after being given afforded a reasonable
                opportunity to do so, which suchtime
                period being no less than ninety (90) days; or (iii) ceases to exist
                as a
                legal entityin
                its current form excluding any name change or merger then all Deposit
                Materialsrelative
                to the Product(s) shall be releasedfromescrow
                to Harris, and Statmon herebygrants
                to Harris a non-exclusive, worldwide, irrevocable, perpetual, royalty
                freelicense
                to use the Deposit Materials and practice under the related intellectual
                property rights of Statmon to make, have made, use, improve and enhance
                the related Products for the existing
                customers..





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 17




**ARTICLE
      39 –** **ENTIRE
      AGREEMENT**





39.1
      This
      Agreement, which
      includes any exhibits or attachments hereto, represents the entire Agreement
      and
      understanding between the parties and all prior discussions and arrangements
      between the parties,
      whether oral or written, are merged into this Agreement and there are no other
      representations, understandings,
      arrangements or agreements between the parties, except as expressly set forth
      herein. Neither party shall be bound by any conditions, definitions, warranties,
      understandings, or representations with
      respect to the subject matter hereof other than as expressly provided in this
      Agreement.





39.2 This
      Agreement may be modified only by written amendment and signed by authorized representatives
      of the parties. No course of dealing or usage of trade shall be invoked to
      modify the terms or
      conditions of the Agreement.





**ARTICLE
      40 –** **DISPUTE
      RESOLUTION**





If
      a
      dispute arises out of, or relates to, this Agreement or the subject matter
      of
      this Agreement other
      than with respect to a claim for equitable relief, either party may submit
      the
      dispute to a sole mediator selected by the parties or, at any time prior to
      selection of a sole mediator, to mediation by the American Arbitration
      Association ("AAA"). If not thus resolved, it shall be referred to a sole
      arbitrator selected
      by the parties or to AAA arbitration. The arbitration shall be governed by
      the
      United States Arbitration
      Act and judgment on the award may be entered
      by any court having jurisdiction. The arbitrator
      shall have the authority to award injunctive and other emergency relief, which
      shall be enforceable by either the arbitrator or any court with jurisdiction
      over the enjoined party or its assets. The arbitrator
      shall not have authority to award punitive or consequential damages. The
      arbitrator shall not limit, expand or modify the terms of the Agreement nor
      award damages in excess of compensatory damages,
      and each party waives any claim to such excess damages. A request by a party
      to
      a court for interim
      protection shall not affect either party's obligation here under to mediate
      and
      arbitrate. Each party shall
      bear its own expenses and an equal share of all cost and fees of the mediation
      and/or arbitration. Any
      arbitrator selected shall be competent in the legal and technical aspects of
      the
      subject matter of this Agreement.
      The content and result of mediation and/or arbitration shall be held in
      confidence by all participants,
      each of whom will be bound by an appropriate confidentiality
      agreement.





**ARTICLE** **41–** **ASSUMPTION
      OF RISK**





Each
      party hereto acknowledges (i) the risks of its undertakings hereunder, (ii)
      the
      uncertainty of the
      benefits and obligations hereunder, and (iii) its assumption of such risks
      and
      uncertainty. Each party has conducted
      its own due diligence and requested and reviewed any contracts, business plans,
      financial documents
      and other written material as in such party's opinion shall be the basis of
      the
      party's decision to
      enter
      into this Agreement.





**ARTICLE
      42 –** **RELIANCE
      ON COUNSEL AND OTHER ADVISORS**





Each
      party has consulted such legal, financial, technical or other expert it deems
      necessary or desirable
      before entering into this Agreement. Each party represents and warrants that
      it
      has read, knows, understands
      and agrees with the terms of conditions of this Agreement. Neither party has
      relied upon any oral
      representation of the other party in entering into this Agreement. All
      discussions, estimates or projections
      developed by a party during the course of negotiating the terms and conditions
      of this Agreement
      are by way of illustration only, and, unless specifically contained in this
      Agreement or one of its
      Appendixes, are not binding or enforceable against the other party in law or
      in
      equity.




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 18




IN
      WITNESS WHEREOF, the parties have caused this Agreement for Purchase and
      Sale
      of Remote
      Monitoring Products to be executed by their respective representatives on the date(s)
      indicated.





**STATMON
      TECHNOLOGIES**


By:
              /s/
                  GEOFEREY
                  TALBOTName:
              GEOFEREY
                  TALBOTTitle:
              CEODate
                  :
              June
                  6, 2006
  **HARRIS
        CORPORATION**
  By:
              /s/
                  Dale
                  B. MowryName:
              Dale
                  B. MowryTitle:
              VP
                  & GM Television Broadcast SystemsDate
                  :
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 19