EXHIBIT

10.30




 




LICENSE

AGREEMENT




 




THIS LICENSE AGREEMENT, entered into as of March

     , 2000, is made between Sinclair Broadcast Group,

Inc., a Maryland corporation (“Licensor”), and Acrodyne Industries, Inc., a

                 

corporation (“Licensee”).




 




Explanatory Statement




 




Licensor wishes to license the use of the Technical

Information (as hereafter defined) to Licensee and Licensee wishes to license

the Technical Information from Licensor, upon the terms and conditions set

forth in this Agreement.  The parties

have entered into other agreements more fully set forth below.




 




NOW, THEREFORE, the parties hereto represent, warrant,

covenant and agree as follows:




 




Article 1 -

Definitions




 




As used in this Agreement:




 




“Licensee Improvements” shall mean any technical

information or know-how developed by Licensee after the date of the initial

transfer of the Technical Information but before the end of the term of this

Agreement, relating to the Technical Information.




 




“Licensor Improvements” shall mean any technical

information or know-how developed by Licensor after the date of the initial

transfer of the Technical Information but before the end of the term of this

Agreement, relating to the Technical Information.




 




“Net Sales Revenue” shall mean gross sales revenue

less any taxes, returns, allowances, quantity discounts, freight, and insurance

when the same are actually paid or allowed.




 




“Products”  shall mean the “Quantum Line” of UHF

IOT-based, high power, digital and analog transmitters.




 




“Technical Information” shall mean all technical

information and know-how heretofore developed and/or property  owned by Licensor relating to the Products,

including, without




 





























 




limitation, design technology and manufacturing technology.  In addition, Licensee Improvements and

Licensor Improvements shall constitute Technical Information.




 




Article 2 - Grant

of License




 




2.1.         

Licensor hereby grants to Licensee, and Licensee  hereby accepts from

Licensor, a worldwide, exclusive, nonassignable, nonsublicensable, exclusive

license (the “License”) to use the Technical Information to incorporate in,

make, manufacture, and sell, the Products.




 




Article 3 -

Delivery of Technical Information




 




3.1.          Licensor

agrees to make available to Licensee the Technical Information as set forth

below.




 




3.2.          Licensor

shall furnish to Licensee on an as available basis copies of all documents with

respect to the Technical Information that are now or are in the future in

Licensor’s possession and that are material to the use of the Technical

Information by Licensee pursuant to this Agreement.




 




3.3.          During

the term of this Agreement, Licensor shall make available appropriate personnel

then employed by Licensor or its subsidiaries or affiliates to answer inquiries

from Licensee about the Technical Information (other than Licensee

Improvements).




 




Article 4 -

Improvements




 




4.1.          During

the term of this Agreement, Licensor shall promptly provide Licensee with

copies of all documentation (as described in Section 3.2 above) with

respect to any Licensor Improvements, but all Licensor Improvements shall

remain the property of Licensor.




 




4.2.          During

the term of this Agreement, Licensee shall promptly provide Licensor with

copies of all documentation with respect to any Licensee Improvements.  Licensee hereby assigns to Licensor all of

Licensee’s right, title and interest in and to all Licensee Improvements, other

than the License to use any such Licensee Improvements, pursuant to the License

granted hereby.




 




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Article 5 -

Royalty




 




5.1.          During

each of the first 5 years of this License, Licensee shall pay Licensor an

annual royalty of $300,000.  Following

the 5th year of this License, Licensee shall pay Licensor an annual

royalty equal to 1.0 percent of the gross revenues realized by Licensee

attributable to Licensee’s use of the Technical Information, including (without

limitation) from sales of the Product or any other product using the Technical

Information.  All annual royalties shall

be paid within 30 days following the last day of the year to which such royalty

relates.




 




Article 6 -

Confidentiality




 




6.1.          Except

as otherwise provided in Section 6.2, beginning with the date of this

Agreement and in perpetuity thereafter, Licensee agrees to maintain in

confidence all Technical Information previously received or hereafter received

by Licensee, and Licensee agrees not to disclose such Technical Information to

third parties. During the term of this Agreement Licensor shall not disclose,

sell or license any or all Technical Information to any third parties to the

extent any such action would adversely impact the License granted hereby or the

exclusive nature thereof.




 




6.2.          Nothing

in this Agreement shall limit in any way (i) disclosure of Technical

Information required by a court, administrative agency or pursuant to any legal

requirement, or (ii) disclosure of Technical Information that is necessary to

prevent danger to the public.




 




6.3.          Nothing

in this Agreement shall limit Licensee’s disclosure with respect to Technical

Information:




 




6.3.1.  which,

as of the effective date of this Agreement is part of the public domain;




 




6.3.2.  which

subsequently becomes part of the public domain through no fault of the

receiving party;




 




6.3.3.  which

Licensee can show was in its possession prior to the date of this Agreement, as

evidenced by written records kept in the ordinary course of business or by the

proof of actual use prior to the date of this Agreement, and which Technical

Information had not been wrongfully acquired, directly or indirectly, from

Licensor (provided, however, that the




 




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foregoing provisions of this Section 6.3.3 shall not apply to or

permit disclosure of any Technical Information provided prior to the date of

this Agreement to Licensee or any of its affiliates by Licensor or any of

Licensor’s subsidiaries or affiliates); or




 




6.3.4. which is subsequently disclosed to Licensee by

a third party not in violation of any right of, or obligation to, Licensor or

any subsidiary or affiliate thereof.




 




6.4.          Press

Release.  The parties hereto shall

cooperate in issuing a press release publicly announcing the entering into of

this Agreement.




 




6.5.          This

Article 6 shall survive the expiration or other termination of this

Agreement.




 




Article

7 - Indemnity




 




7.1.          To

the fullest extent permitted by law, Licensee shall indemnify, defend and hold

harmless Licensor and Licensor’s directors, officers, employees, and agents and

their respective successors, legal representatives, heirs and assigns

(collectively the “Licensor Indemnitees”), against any liability, damage, loss,

or expense (including, without limitation, reasonable attorneys’ fees and

expenses of litigation) (all of the foregoing collectively, “Liability and

Expense”), incurred by or imposed upon the Licensor Indemnitees or any one or

more of them in connection with, any: (i) claims, suits, actions, demands, or

judgments arising out of any theory of product liability (including, but not

limited to, actions in the form of tort, warranty, or strict liability)

concerning any Product made, used or sold by the Licensee or (ii) any breach or

threatened breach by Licensee of this Agreement.




 




7.2.          To

the fullest extent permitted by law, Licensor shall indemnify, defend and hold

harmless the Licensee and its directors, officers, employees, and agents and

their respective successors, legal representatives, heirs and assigns (the

“Licensee Indemnitees”), against any Liability, incurred by or imposed upon the

Licensee Indemnitees or any one or more of them, in connection with any breach

or threatened breach by Licensor of this Agreement.




 




7.3.          The

indemnifying party agrees, at its own expense, to provide attorneys reasonably

acceptable to the indemnified party to defend against any actions brought or

filed against the




 




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indemnified party with respect to the subject of indemnity contained in

clause (i) of Section 7.1, whether or not such actions are rightfully

brought.  The indemnifying party hereunder

will not settle such actions without the mutual consent of Licensor and

Licensee.




 




7.4.          THE

PARTIES ACKNOWLEDGE THAT THE TECHNICAL INFORMATION MAY HAVE DEFECTS.  NEITHER OF THE PARTIES MAKES ANY WARRANTIES,

EXPRESS OR IMPLIED, AS TO  THE TECHNICAL

INFORMATION OR AS TO ANY INVENTION OR PRODUCT CONCEIVED, DISCOVERED, LICENSED,

DEVELOPED OR SOLD IN CONNECTION WITH THE TECHNICAL INFORMATION  OR THIS AGREEMENT, OR AS TO THE

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE TECHNICAL

INFORMATION OR ANY SUCH INVENTION OR PRODUCT. 

NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR OTHER

DAMAGES SUFFERED BY THE OTHER PARTY IN CONNECTION WITH OR RESULTING FROM THE

TECHNICAL INFORMATION OR ANY SUCH INVENTION OR PRODUCT.




 




7.5.          This

Article 7 shall survive the expiration or other termination of this

Agreement.




 




Article 8 -

Insurance




 




8.1.          Beginning

no later than the time that any Products are distributed or sold by the

Licensee, the Licensee shall, at its sole cost and expense, procure and maintain

comprehensive general liability insurance from an insurance company agreeable

to Licensor in Licensor’s reasonable discretion in amounts not less than One

Million Dollars ($1,000,000) per incident and Ten Million Dollars ($10,000,000)

annual aggregate and naming the Licensor Indemnitees as additional

insureds.  Such comprehensive general

liability insurance shall provide (i) product liability coverage and (ii) broad

form contractual liability coverage for the Licensee’s indemnification under

clause (i) of Section 7.1 above and (iii) a provision that the insurer

will provide Licensor with written notice at least fifteen (15) days prior to

the cancellation, nonrenewal or material change of such insurance.  The amount of any deductibles must be

reasonably acceptable to Licensor.  The

minimum amounts of insurance coverage required under this Section 8

shall not be construed to create a limit of Licensee’s liability with respect

to its indemnification obligations under Section 7.1 above.




 




8.2.          Licensee

shall provide Licensor with written evidence of such insurance upon request of

Licensor. Licensee shall provide Licensor with written notice at least fifteen

(15) days prior to the cancellation, nonrenewal, or material change in




 




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such insurance; if the Licensee does not obtain replacement insurance

providing comparable coverage within such fifteen (15) day period, in addition

to any other rights or remedies Licensor may have at law or in equity, the

Licensor shall have the right to terminate this Agreement effective at the end

of such fifteen (15)-day period without notice or any additional waiting

periods.




 




8.3.          Licensee

shall maintain such comprehensive general liability insurance during (i) the

period that any Products are being distributed or sold by Licensee and (ii) a

reasonable period after the period referred to in clause (i) of this Section

8.3, which in no event shall be less than fifteen (15) years.




 




8.4.          This

Article 8 shall survive the expiration or other termination of this

Agreement.




 




Article 9 -

Representations




 




9.1.          Licensee

represents that it will not manufacture, distribute or sell any of the Products

without first making every reasonable good faith effort to ensure that such

Products are safe and effective for their intended purpose or for any other

reasonably anticipated purpose for which such Products might be reasonably

utilized.




 




9.2.          Licensee

represents that it will not use the name or names of Licensor or any subsidiary

or affiliate of Licensor or of any employee of Licensor or any such subsidiary

or affiliate or any adaptation of any of the foregoing, in any advertising,

promotional, or in any funding document related to the Products, on any

Products, or generally with respect to any matter arising out of this

Agreement, without prior written consent of Licensor.




 




9.3.          Licensee

hereby acknowledges that it is not authorized to make any representations or

warranties of any nature to any third party on behalf of the Licensor.




 




9.4.          This

Article 9 shall survive the expiration or other termination of this

Agreement.




 




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Article

10 - Expiration, Termination and Survival, Purchase Option




 




10.1.            Except as provided otherwise in this

Agreement, the term of this Agreement shall commence on the date of this

Agreement set forth above and shall expire and terminate on the 10 year

anniversary thereof (the “Termination Date”), unless terminated earlier

pursuant to this Article 10 or pursuant to any other provision of this

Agreement permitting such earlier termination.




 




10.2.            In the event that any party hereto

breaches this Agreement and fails to cure such breach within thirty (30) days

after notice thereof, the nonbreaching party shall be entitled to terminate

this Agreement upon written notice of such termination.




 




10.3             The Licensee shall have the right

to terminate this Agreement by written notice given to Licensor during the 30

day period commencing on the first anniversary of the date of this Agreement,

if prior to the delivery of such notice Licensor has not furnished Licensee

with sufficient documentation relating to the Technical Information to allow

Licensee to manufacture the Products.




 




10.4.            Upon the expiration or other

termination of this Agreement, Licensee shall cease its use of the Technical

Information as of the effective date of such expiration or termination; provided,

Licensee shall continue to have a license following the termination of the

License solely for the purpose of providing technical support services with

respect to Products sold during the term of the License.




 




10.5.            The rights of the terminating party

shall not be prejudiced by its termination of this Agreement.




 




10.6.            In the event that Licensee shall

become insolvent, shall make an assignment for the benefit of creditors, or

shall have a petition of bankruptcy filed by or against it, which petition is

not vacated or otherwise removed within thirty (30) days after the filing

thereof, Licensor shall have the right, to the extent permitted by law, to

terminate this Agreement by giving the Licensee written notice of such

termination.




 




10.7.            In the event that Licensor justly

terminates this Agreement or upon the expiration of this Agreement, the

Licensee shall promptly return to Licensor all documents and other materials

relating to the Technical Information; provided, that if Licensee has

duly exercised the purchase option set forth in Section 10.8 below, Licensee

shall be permitted to retain such




 




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documents and other

materials in connection with its ownership of the Technical Information.




 




10.8.            Licensee shall have the option,

exercisable by providing Licensor with written notice thereof during the 90-day

period immediately preceding the Termination Date, to purchase the Technical

Information on the Termination Date by making a payment to Licensor on the

Termination Date in an amount equal to the product obtained by multiplying  (a) two (2) times (b) the amount of

aggregate royalties due pursuant to Section 5.1 hereof with respect to years

six through ten of the License (which amount shall be in addition to the

obligation to pay such royalties).




 




10.9.            This Article 10 and the

remaining Articles of this Agreement shall survive the expiration or other

termination of the Agreement.




 




Article 11 - Nonassignment and Inurement




 




This Agreement is

personal in character, and Licensee shall not be permitted to assign, sell,

transfer, or encumber this Agreement or the interest therein, or permit any

other arrangement having similar effect, by operation of law or otherwise,

without the express written consent of the Licensor, which consent may be

withheld in Licensor’s sole discretion. 

Licensor may assign this Agreement to any of its subsidiaries or

affiliates or to any other entity or person without the consent of Licensee.

Any such assignment by Licensor shall relieve Licensor of its obligations and

liabilities hereunder.




 




Article 12 - Arbitration




 




12.1.            All disputes and differences arising

from this Agreement or from agreements regarding its performances shall be

exclusively and finally settled by binding arbitration in Baltimore, Maryland

according to the Commercial Arbitration rules (“CAR”) of the American

Arbitration Association by three (3) arbitrators appointed in accordance with

CAR.  The arbitrators shall not have the

power to arbitrate any issue of patent validity or patent infringement.  Unless prohibited or restricted by law, each

party agrees to provide to the arbitrators and to the other party such

documents, other evidence, or witness testimony as may reasonably be requested

by the other party and as are relevant to the issues being arbitrated.  Such request shall be subject to a strict




 




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confidentiality agreement

and shall not affect time limits provided for in the CAR and/or in this

Agreement.




 




12.2.            The arbitral award and the

determinations and decisions of the arbitrators shall be substantiated in

writing.  The arbitral tribunal shall

decide on the matter of costs of the arbitration and which of the parties shall

bear the costs or in what proportions the costs shall be borne by the parties.




 




12.3.            The arbitral award shall be final

and biding and no appeal shall lie therefrom.




 




12.4.            Judgment on the award or any order,

final or interim, ordered by the arbitrators may be entered, registered, or

filed for enforcement purposes in any court having jurisdiction thereof.




 




Article 13 - Notices




 




13.1             All notices, requests, consents,

payments, demands, and other communications required or contemplated under this

Agreement shall be in writing and (a) personally delivered or sent via telecopy

(receipt confirmed and followed promptly by delivery of the original), or (b)

sent by Federal Express or other reputable overnight delivery service (for next

business day delivery), shipping prepaid, as follows:




 




If to Licensor to:




 




Mr. David Smith




President




Sinclair Broadcast Group, Inc.




10706 Beaver Dam Road




Cockeysville, MD 21030




Telephone:  (410) 568-1506




Fax:  (410) 568-1533




 




With a copy to:




 




Sinclair Broadcast Group, Inc.




10706 Beaver Dam Road




Cockeysville, MD 21030




Attention:  General Counsel




Telephone:  (410) 568-1524




Fax:  (410) 568-1537




 




If to Licensee to:




 




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Mr. Robert A. Manuso




President




Acrodyne Industries, Inc.




516 Township Line Road




Blue Bell, Pennsylvania 19422




Telephone:  (215) 542-7000




Fax:  (215) 540-5837




 




or

to such other party or addresses as any party may request by notice given as

aforesaid.  Notices shall be deemed

given and received at the time of personal delivery or completed telecopying,

or, if sent by Federal Express or such other overnight delivery service one

business day after such sending.




 




Article

14 - Illegality and Unenforceability




 




In the event a term or condition of this Agreement is

found by a competent court or arbitration tribunal to be invalid or

unenforceable, the parties hereto shall use their reasonable good faith efforts

to preserve the intent of  this

Agreement by substituting a reasonably comparable term or condition for the

benefit of the part to whose advantage the invalid or unenforceable condition

operated or was intended to operate.




 




Article

15 - Entire Agreement




 




This Agreement contains the complete and exclusive

agreement of the parties hereto with respect to its subject matter and

supersedes all prior understandings and representations (oral or written)

between the parties with respect to its subject matter.  Neither this Agreement nor any subsequent

agreement amending, supplementing, or terminating this Agreement shall be

binding on the parties unless and until it has been signed by duly authorized

representatives of the parties hereto.




 




Article

16 - No Waiver




 




The failure of any party to enforce at any time any

provision of this Agreement, or any right with respect thereto, or exercise any

election herein provided, shall in no way be considered to be a waiver of such

provision, right or election, or to in any way affect the validity of this

Agreement.  The exercise by any party or

any right or election under the terms or covenants herein contained shall not

preclude or prejudice any party from exercising the same or any other right it

may




 




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have under this Agreement, irrespective of any previous action or

proceeding taken by the parties hereunder.




 




Article

17 - Time




 




Time is of the essence of this Agreement.




 




Article

18 - Captions




 




All captions are for convenience of reference only, do

not form a part of this Agreement, and shall not affect in any way the meaning

or interpretation of this Agreement.




 




Article

19 - Governing Law




 




This Agreement shall be interpreted in accordance

with, and governed by, the laws of the State of Maryland.




 




Article

20 - Guaranty




 




At Licensor’s option, this Agreement shall not be

binding on Licensor unless and until the Guaranty following this Agreement is

executed by Acrodyne Communications, Inc. and delivered to Licensor.




 




IN WITNESS WHEREOF, this Agreement has been executed

by the respective duly authorized officers or agents for parties hereto as of

the day and year first above written.




 




	

   


  	

   


  	

  Licensor:


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  SINCLAIR BROADCAST GROUP, INC.


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Patrick J. Talamantes


  	

   


  
	

   


  	

   


  	

  Name:


  	

  Patrick J. Talamantes


  	

   


  
	

   


  	

   


  	

  Title:


  	

  CFO


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Licensee:


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  ACRODYNE INDUSTRIES, INC.


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ A. Robert Mancuso


  	

   


  
	

   


  	

   


  	

  Name:


  	

  A. Robert Mancuso


  	

   


  
	

   


  	

   


  	

  Title:


  	

  President


  	

   


  
							





 




 




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GUARANTY




 




FOR THE CONSIDERATION OF $1.00 AND OTHER VALUE

RECEIVED, Acrodyne Communications, Inc., a Delaware corporation (the

“Guarantor”), hereby unconditionally guarantees to Sinclair Broadcast Group,

Inc., the performance by Acrodyne Industries, Inc. of all of its obligations

and liabilities under the foregoing License Agreement.  The Guarantor hereby waives notice of any

acceptance of or reliance on this Guaranty by Sinclair Broadcast Group, Inc.




 




	

   


  	

   


  	

  Guarantor:


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  ACRODYNE COMMUNICATIONS, INC.


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ A. Robert Mancuso


  	

   


  
	

   


  	

   


  	

  Name:


  	

  A. Robert Mancuso


  	

   


  
	

   


  	

   


  	

  Title:


  	

  President


  	

   


  
							





 




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