Confidential Treatment-Redacted Copy  CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED

AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER A

CONFIDENTIAL TREATMENT REQUEST, PURSUANT TO RULE 406 OF THE SECURITIES ACT OF

1933, AS AMENDED, AND RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS

AMENDED. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE

PLACE WITH FOUR ASTERISKS [****].
 This
draft is dated the 10th day of June, 2010, and is solely for
purposes of negotiation.  No contract shall exist until a final, written
agreement is signed by an authorized representative of Licensor and an
authorized representative of Licensee.  This draft shall expire on 21stth
June, 2010.  STANDARD EXCLUSIVE LICENSE AGREEMENT WITH SUBLICENSING TERMS  Agreement # Number
____________.  This Agreement is made effective 21st June, 2010,
(the “Effective Date”) by and between the University of South Florida Research
Foundation (hereinafter called “ Licensor”), a nonstock, nonprofit Florida
corporation,under Chapter 617 Florida Statutes,
and a direct support organization of the University of South Florida
(“University”) pursuant to section 1004.28 Florida Statutesand New
Energy Solar Corporation (hereinafter called “Licensee”), a small corporation
organized and existing under the laws of the State of Florida.  WHEREAS, Licensor is the exclusive
licensee of certain inventions that are described in the “Licensed Patents”
defined below (Licensor Reference # 08B117 Lewis_Fabrication of Organic Solar
Array for Applications in Microelectromechanical Systems and Others), and
Licensor is willing to grant a license to Licensee under any one or all of the
Licensed Patents and Licensee desires a license under all of them;   NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth
below, the parties covenant and agree as follows:  Section  1Definitions  1.1“Affiliate”  means: (a) any person or entity which controls at least
fifty percent (50%) of the equity or voting stock of the Licensee or (b) any
person or entity fifty percent (50%) of whose equity or voting stock is owned
or controlled by the Licensee or (c) any person or entity of which at least
fifty percent (50%) of the equity or voting stock is owned or controlled by the
same person or entity owning or controlling at least fifty percent (50%) of
Licensee or (d) any entity in which any officer or employee is also an officer
or employee of Licensee or any person who is an officer or employee of Licensee
or (e) any other relationship as in fact, constitutes actual control.  1.2“Development Plan” means the written report summarizing the development
activities that are to be undertaken by the Licensee to bring Licensed Products
and/or Licensed Processes to the market.  The Development Plan is attached asAppendix A.  1.3“Development Report”  means a written account of Licensee’s progress
under the Development Plan having at least the information specified on Appendix
B to this Agreement, and shall be sent to the address specified on Appendix B . . 1.4“Enumerated Know How” means Know How set out in Appendix E and mutually
agreed in writing by the parties to this Agreement.  1.5“Investigator” means Jason Lewis, Dr. Xiaomei Jiang and Dr. Jian Zhang, while
employed by
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Confidential Treatment-Redacted Copy  CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED

AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER A

CONFIDENTIAL TREATMENT REQUEST, PURSUANT TO RULE 406 OF THE SECURITIES ACT OF

1933, AS AMENDED, AND RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS

AMENDED. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE

PLACE WITH FOUR ASTERISKS [****].
 Licensor.  1.6“Know How” means unpatented technology and/or information that was
developed by the  Investigator(s), including without limitation methods,
processes, techniques, compounds, , materials, sequences, drawings,
indications, data, results of tests, or studies, plans, and expertise, whether
patentable or not, which relates specifically to the Licensed Patents and
existing on the date hereof, only  to the extent wholly owned and controlled by
Licensor, except that, Know-How shall not include the Licensed Patents.  1.7“Licensed Field” shall include all applicable fields of use for the
Licensed Patents, Licensed Product, and Licensed Process, including the: use of
starting materials; solar materials; substrates; substrate surfaces; methods by
which materials or substrates are created and prepared; methods by which
materials are applied to substrates and their surfaces; methods by which
materials are protected from degradation; and methods by which materials and
substrates are manufactured. .   1.8“Licensed Patents” means all of the following Licensor intellectual
property: 1.8.1the patent(s)/patent application(s) identified on Schedule 1 hereto; 1.8.2any and all United States and foreign patent applications claiming
priority to any of the patent(s) and patent application(s) identified on
Schedule 1 hereto (except that in the case of continuation-in-part
application(s), only to the extent that the subject matter claimed in such
continuation-in-part application(s)is supported under 35 U.S.C 112 in the
patent(s)/patent application(s) identified on Schedule 1 hereto); and 1.8.3any and all patents issuing from the patent applications identified in
section 1.1.1 and 1.1.2, including, but not limited to, letters patents,
patents of addition, reissues, re-examinations, extensions, restorations, and
supplementary protection certificates; all to the extent
owned or controlled by Licensor.  1.9“Licensed Product” and “Licensed Process” means: 1.9.1In the case of a Licensed Product, any product or part thereof, on a
country-by-country basis, that: (a)is covered in whole or in part by an issued, unexpired claim or a
pending claim contained in the Licensed Patents, in any country in which such product
is made, used, imported or sold; or (b)is manufactured by using a process that is covered in whole or in part
by an issued, unexpired claim or a pending claim contained in the Licensed
Patents, in any country in which any such process is used or in which any such
product is used, imported or sold; or (c)incorporates, utilizes, or was developed utilizing, Know-How; or that is
manufactured using Know-How; or using a process developed using a Know-How.
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Confidential Treatment-Redacted Copy  CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED

AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER A

CONFIDENTIAL TREATMENT REQUEST, PURSUANT TO RULE 406 OF THE SECURITIES ACT OF

1933, AS AMENDED, AND RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS

AMENDED. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE

PLACE WITH FOUR ASTERISKS [****].
 1.9.2In the case of a Licensed Process, any process, on a country-by-country
basis, that: (a)is covered in whole or in part by an issued, unexpired claim or a
pending claim contained in the Licensed Patents in any country in which such
process is practiced; or (b)incorporates, utilizes, or was developed utilizing Know-How.  1.10“Licensed Territory” shall be limited to worldwide.  1.11“Net Sales" means the total gross dollar amount due to Licensee or
to any Sublicensee at the end of each calendar quarter from the sale, lease, or
distribution of Licensed Product and/or Licensed Processes, less: returns;
allowances; promotional discounts that are allowed in amounts customary in the
trade; taxes, including but not necessarily limited to sales, use, occupation,
and excise; and freight out. Returns are merchandise returned for credit;
allowances are deductions allowed by licensee or any sub-licensee for
merchandise not received or received in damaged condition; freight out is
shipping/transportation expense passed on to the end customer.  1.12“Patent Challenge” means a challenge to the validity, patentability,
enforceability and/or non-infringement of any of the Licensed Patents or
otherwise opposing any of the Licensed Patents.  1.13“Sublicense” means, directly or indirectly, to sublicense, grant any
other right with respect to, or agree not to assert, any right licensed to
Licensee under this Agreement.  1.14“Sublicensee”  means any third party to whom Licensee grants a
Sublicense   Section  2Grant  2.1License. 2.1.1License Under Licensed Patents and Know How 2.1.2[****]  2.1.2       The
license granted hereunder shall not be construed to confer any rights upon
Licensee by implication, estoppel, or otherwise as to any technology not part
of the Licensed Patents or Know How  in the specified Licensed Field and
specified Licensed Territory.   2.2Sublicense. 2.2.1[****] 2.2.2[****] 2.2.3[****]
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Confidential Treatment-Redacted Copy  CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED

AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER A

CONFIDENTIAL TREATMENT REQUEST, PURSUANT TO RULE 406 OF THE SECURITIES ACT OF

1933, AS AMENDED, AND RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS

AMENDED. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE

PLACE WITH FOUR ASTERISKS [****].
 Section 
3Due Diligence  3.1Development. 3.1.1[****] 3.1.2[****] 3.1.3Upon written request by Licensee to negotiate extensions of any
milestones or due dates set forth inAppendix D,
such request to be received by Licensor no less than thirty (30) days prior to
any of the due dates subject of such request, set forth in this Section 3.1.3,
such request fully describing Licensee’s diligent efforts to achieve the
milestone required to be met by such due date, Licensor shall consider in good
faith such requests. Upon granting such request, Licensor and Licensee shall
negotiate such extensions in good faith.]  Section  4Payments  4.1License Issue Fee.  4.1.1[****] 4.2Royalty.  4.2.1[****] 4.3Other Payments. 4.3.1[****] 4.3.2In addition to all other payments required under this Agreement,
Licensee agrees to pay Licensor milestone payments, as follows:[****]   4.3.1Sublicenses.[****] 4.4Accounting for Payments. 4.4.1[****] 4.4.2[****] 4.4.3Except as otherwise directed, all amounts owing to Licensor under this
Agreement shall be paid in U.S. dollars to Licensor at the following address:  USF Research
Foundation
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Confidential Treatment-Redacted Copy  CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED

AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER A

CONFIDENTIAL TREATMENT REQUEST, PURSUANT TO RULE 406 OF THE SECURITIES ACT OF

1933, AS AMENDED, AND RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS

AMENDED. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE

PLACE WITH FOUR ASTERISKS [****].
 Attn:
Business Manager 3802 Spectrum
Blvd, Suite 100 Tampa, Florida
33612   4.4.4A certified full accounting statement showing how any amounts payable to
Licensor under Section 4 have been calculated shall be submitted to Licensor on
the date of each such payment.  In addition to being certified, such accounting
statements shall contain a written representation signed by an executive
officer of Licensee that states that the statements are true, accurate, and
fairly represent all amounts payable to Licensor pursuant to this Agreement.  For
earned royalties, such accounting shall be on a per-country and product line,
model or trade name basis and shall be summarized on the form shown in Appendix
C - Licensor Royalty Report of this Agreement. For earned royalties, in the
event no payment is owed to Licensor because the amount of minimum royalties
paid has not been exceeded or otherwise, an accounting demonstrating that fact
shall be supplied to Licensor. 4.4.5Licensor is exempt from paying income taxes under U.S. law.  Therefore,
all payments due under this Agreement shall be made without deduction for
taxes, assessments, or other charges of any kind which may be imposed on
Licensor by any government outside of the United States or any political
subdivision of such government with respect to any amounts payable to Licensor
pursuant to this Agreement.  All such taxes, assessments, or other charges
shall be assumed by Licensee.  Section  5Certain Warranties and Disclaimers of Licensor  5.1Licensor warrants that, except as otherwise provided under Section 17.1
of this Agreement with respect to U.S. Government interests, it is the owner or
exclusive licensee of the Licensed Patents or otherwise has the right to grant
the licenses granted to Licensee in this Agreement.  However, nothing in this
Agreement shall be construed as: (a)  a warranty or representation by Licensor as to the
validity or scope of any right included in the Licensed Patents; (b)  a warranty or representation that anything made,
used, sold or otherwise disposed of under the license granted in this Agreement
will or will not infringe patents of third parties; (c)  an obligation to bring or prosecute actions or
suits against third parties for infringement of Licensed Patents; (d)  an obligation to furnish any services other than
those specified in this Agreement; or (e)  a warranty or representation by Licensor that it
will not grant licenses to others to make, use or sell products not covered by
the claims of the Licensed Patents which may be similar and/or compete with
products made or sold by Licensee.  5.2EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, LICENSOR MAKES
NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, AND VALIDITY OF
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Confidential Treatment-Redacted Copy  CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED

AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER A

CONFIDENTIAL TREATMENT REQUEST, PURSUANT TO RULE 406 OF THE SECURITIES ACT OF

1933, AS AMENDED, AND RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS

AMENDED. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE

PLACE WITH FOUR ASTERISKS [****].
 PATENT RIGHTS
CLAIMS, ISSUED OR PENDING.  LICENSOR ASSUMES NO RESPONSIBILITIES WHATSOEVER
WITH RESPECT TO USE, SALE, OR OTHER DISPOSITION BY LICENSEE, ITS
SUBLICENSEE(S), OR THEIR VENDEES OR OTHER TRANSFEREES OF PRODUCT INCORPORATING
OR MADE BY USE OF INVENTIONS LICENSED UNDER THIS AGREEMENT.  Section  6Record Keeping  6.1Licensee and its Sublicensee(s) shall keep books and records sufficient
to verify the accuracy and completeness of Licensee’s and its Sublicensee(s)’s
accounting referred to above, including without limitation, inventory, purchase
and invoice records, manufacturing records, sales analysis, general ledgers,
financial statements, and tax returns relating to the Licensed Products and/or
Licensed Processes.  Such books and records shall be preserved for a period not
less than six years after they are created or as required by federal law, both
during and after the term of this Agreement.  6.2Licensee and its Sublicensee(s) shall take all steps necessary so that
Licensor may, within thirty (30) days of its written request, audit, review
and/or copy all of the books and records at a single U.S. location to verify
the accuracy of Licensee’s and its Sublicensee(s)’s accounting.  Such review
may be performed by any authorized employees of Licensor as well as by any
attorneys and/or accountants designated by Licensor, upon reasonable notice and
during regular business hours.  If a deficiency with regard to any payment
hereunder is determined, Licensee and its Sublicensee(s) shall pay the
deficiency within thirty (30) days of receiving notice thereof along with
applicable interest as described in SectionError! Reference source not
found..  If a royalty payment deficiency for a calendar year exceeds three
percent (3%) of the royalties paid for that year, then Licensee and its
Sublicensee(s) shall be responsible for paying Licensor’s out-of-pocket
expenses incurred with respect to such review.  6.3At any time during the term of this Agreement, Licensor may request in
writing that Licensee verify the calculation of any past payments owed to Licensor
through the means of a self-audit.  Within ninety (90) days of the request,
Licensee shall complete a self-audit of its books and records to verify the
accuracy and completeness of the payments owed.   Within thirty (30) days of
the completion of the self-audit, Licensee shall submit to Licensor a report
detailing the findings of the self-audit and the manner in which it was
conducted in order to verify the accuracy and completeness of the payments
owed.  If Licensee has determined through its self-audit that there is any
payment deficiency, Licensee shall pay Licensor the deficiency along with
applicable interest under SectionError! Reference source not found.with the submission of the self-audit report to Licensor.  Section  7Patent Prosecution  7.1Licensor shall prosecute and maintain the Licensed Patents using counsel
of its choice.  Licensor shall provide Licensee with copies of all documents
sent to and received from the United States Patent and Trademark Office and
foreign patent offices relating to Licensed Patents.  Licensee agrees to keep
such information confidential.  7.2Licensee shall be responsible for and pay all costs and expenses
incurred by Licensor  related to
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Confidential Treatment-Redacted Copy  CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED

AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER A

CONFIDENTIAL TREATMENT REQUEST, PURSUANT TO RULE 406 OF THE SECURITIES ACT OF

1933, AS AMENDED, AND RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS

AMENDED. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE

PLACE WITH FOUR ASTERISKS [****].
 the preparation,
filing, prosecution (including interferences), issuance, maintenance, defense
(including oppositions) and reporting of the Licensed Patents subsequent to and
separate of those expenses cited in Section 7.2 within thirty (30) days of
receipt of an invoice from Licensor .  It shall be the responsibility of
Licensee to keep Licensor fully apprised of the “small entity” status of
Licensee and all Sublicensees with respect to the U.S. patent laws and with
respect to the patent laws of any other countries, if applicable, and to inform
Licensor of any changes in writing of such status, within thirty (30) days of
any such change.  In the event that additional licenses are granted to
licensees for alternate fields-of-use, patent expenses associated with Licensed
Patents will be divided proportionally between the number of existing
licensees.  In the case of foreign patent protection, if Licensee gives sixty
(60) days notice that it intends to decline to reimburse Licensor for patent
expenses for any Licensed Patent in any particular country, then the license
granted hereunder respecting such Licensed Patent shall terminate after such
sixty (60) days and Licensee relinquishes the right to commercialize Licensed
Products in the specified country.  Section  8Infringement and Invalidity  8.1Licensee shall inform Licensor promptly in writing of any alleged
infringement of the Licensed Patents by a third party and of any available
evidence thereof.  8.2During the term of this Agreement, Licensor shall have the right, but
shall not be obligated, to prosecute at its own expense any such infringements
of the Licensed Patents.  If Licensor prosecutes any such infringement,
Licensee agrees that Licensor may include Licensee as a co-plaintiff in any
such suit, without expense to Licensee.  8.3If within six (6) months after having been notified of any alleged
infringement, Licensor  shall have been unsuccessful in persuading the alleged
infringer to desist and shall not have brought an infringement action against
the alleged infringer, or if Licensor shall notify Licensee at any time prior
thereto of its intention not to bring suit against the alleged infringer, then,
and in those events only, Licensee shall have the right, but shall not be
obligated, to prosecute at its own expense any infringement of the Licensed
Patents, and Licensee may, for such purposes, use the name of Licensor as party
plaintiff. No settlement, consent judgment or other voluntary final disposition
of the suit may be entered into without the consent of Licensor , which consent
shall not be unreasonably withheld.  Licensee shall indemnify Licensor against
any order for costs that may be made against Licensor in such proceedings.  8.4In the event that a declaratory judgment action is brought against
Licensor or Licensee by a third party alleging invalidity, unpatentability,
unenforceability, or non-infringement of the Licensed Patents, Licensor, at its
option, shall have the right within twenty (20) days after commencement of such
action to take over the sole defense of the action at its own expense.  If
Licensor does not exercise this right, Licensee shall be responsible for the
sole defense of the action at Licensee’s sole expense, subject to Sections 8.5
and 8.6.  8.5In the event that Licensee shall undertake the enforcement by litigation
and/or defense of the Licensed Patents by litigation, Licensor shall have the
right, but not the obligation, to voluntarily join such litigation, represented
by its own counsel at its own expense. In the event that Licensor or Licensee
shall undertake the enforcement by litigation and/or defense of the Licensed
Patents by litigation, any recovery of damages by Licensor or Licensee for any
such suit shall be applied
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Confidential Treatment-Redacted Copy  CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED

AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER A

CONFIDENTIAL TREATMENT REQUEST, PURSUANT TO RULE 406 OF THE SECURITIES ACT OF

1933, AS AMENDED, AND RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS

AMENDED. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE

PLACE WITH FOUR ASTERISKS [****].
 first in satisfaction of any
unreimbursed expenses and legal fees of  Licensor relating to the suit, and
next toward reimbursement of any unreimbursed expenses and legal fees of  Licensee
relating to the suit. The balance remaining from any such recovery shall be
divided equally between Licensee and Licensor.  8.6In any suit in which either party is involved to enforce or defend the
Licensed Patents pursuant to this Agreement, the other party hereto shall, at
the request and expense of the party initiating such suit, cooperate in all
respects and, to the extent possible, have its employees testify when requested
and make available relevant records, papers, information, samples, specimens,
and the like.  8.7In the event Licensee contests the validity of any Licensed Patents,
unless and until Licensor terminates this Agreement pursuant to 9.3.10, 
Licensee shall continue to pay royalties and make other payments pursuant to
this Agreement with respect to the contested Licensed Patent(s) as if such
contest were not underway until the contested Licensed Patent(s) is adjudicated
invalid or unenforceable by a court of last resort.   Section  9Term and Termination  9.1The term of this license shall begin on the Effective Date of this
Agreement and continue until the later of the date that no Licensed Patent
remains a pending application or an enforceable patent.  9.2Licensee may terminate this Agreement at any time by giving at least
sixty (60) days written notice of such termination to Licensor.  Such a notice
shall be accompanied by a statement of the reasons for termination.  9.3Licensor may terminate this Agreement if (a) Licensee (i)  is delinquent
on any report or payment; (ii) is not diligently developing and commercializing
Licensed Products and Licensed Processes; (iii) misses a milestone described inAppendix D; (iv) is in breach of any
provision; (v) provides any false report;  (vi) goes into bankruptcy,
liquidation or proposes having a receiver control any assets, except where the
company undergoes restructuring outside of bankruptcy ; (vii) violates any laws
or regulations of applicable government entities; or (viii) shall cease to
carry on its business pertaining to Licensed Patents; or (b) if payments of
earned royalties under Section 4.3, once begun, cease for more than two (2)
calendar quarters. Termination under this Section 9.3 will take effect 30 days
after written notice by Licensor,  unless Licensee remedies the problem in that
30-day period, except that termination under Section 9.3 (vi) will occur
immediately and automatically upon the occurrence of the event and require no
action by Licensor.  9.4          If
Licensee or any of its Affiliates brings a Patent Challenge against Licensor,
or assists another party in bringing a Patent Challenge against Licensor
(except as required under a court order or subpoena), then Licensor  may
immediately terminate this Agreement and/or the license granted hereunder.  If
a Sublicensee brings a Patent Challenge against Licensor, or assists another
party in bringing a Patent Challenge against Licensor (except as required under
a court order or subpoena), then Licensor may send a written demand to Licensee
to terminate such Sublicense.  If Licensee fails to so terminate such
Sublicense within forty-five (45) days after Licensor’s demand, Licensor may
immediately terminate this Agreement and/or the license granted hereunder
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Confidential Treatment-Redacted Copy  CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED

AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER A

CONFIDENTIAL TREATMENT REQUEST, PURSUANT TO RULE 406 OF THE SECURITIES ACT OF

1933, AS AMENDED, AND RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS

AMENDED. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE

PLACE WITH FOUR ASTERISKS [****].
 9.5          If
Licensee, any of its Affiliates or a Sublicensee (i) brings a Patent Challenge
against Licensor or (ii)  assists another party in bringing a Patent Challenge
against Licensor (except as required under a court order or subpoena), and if
Licensor does not choose to exercise its rights to terminate this Agreement
pursuant to Section 9.4 then, in the event that such the Patent Challenge is
successful, Licensee will have no right to recoup any consideration, including 
royalties, paid during the period of challenge.  In the event that the Patent
Challenge is unsuccessful, Licensee shall reimburse Licensor for all reasonable
legal fees and expenses incurred in its defense against the Patent Challenge.   9.6       Licensor may immediately terminate this
Agreement upon the occurrence of the second separate default by Licensee within
any consecutive three-year period for failure to pay royalties, patent or any
other expenses when due.  9.7       Upon the termination of this Agreement
for any reason, nothing herein shall be construed to release either party from
any obligation that matured prior to the effective date of such termination. 
Licensee shall remain obligated to provide an accounting for and to pay
royalties earned to the date of termination, and any minimum royalties shall be
prorated as of the date of termination by the number of days elapsed in the
applicable calendar year.  Licensee may, however, after the effective date of
such termination, sell all Licensed Products, and complete Licensed Products in
the process of manufacture at the time of such termination and sell the same,
provided that Licensee shall remain obligated to provide an accounting for and
to pay running royalties thereon.  9.8       Licensee shall be obligated to deliver
to Licensor, within ninety days of the date of termination of this agreement,
complete and unredacted copies of all documentation prepared for or submitted
for all regulatory approvals of Licensed Products or Licensed Processes.  Section  10Assignability  This Agreement may not be
transferred or assigned by Licensee except with the prior written consent of
Licensor, in which case assignee assumes all responsibilities under this
license.  Section  11Dispute Resolution Procedures  11.1Mandatory Procedures.  In the event either party intends
to file a lawsuit against the other with respect to any matter in connection
with this Agreement, compliance with the procedures set forth in this Section
shall be a condition precedent to the filing of such lawsuit, other than for
injunctive relief. Either party may terminate this Agreement as provided in
this Agreement without following the procedures set forth in this section. 11.1.1When a party intends to invoke the procedures set forth in this section,
written notice shall be provided to the other party.  Within thirty (30) days
of the date of such notice, the parties agree that representatives designated
by the parties shall meet at mutually agreeable times and engage in good faith
negotiations at a mutually convenient location to resolve such dispute.
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Confidential Treatment-Redacted Copy  CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED

AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER A

CONFIDENTIAL TREATMENT REQUEST, PURSUANT TO RULE 406 OF THE SECURITIES ACT OF

1933, AS AMENDED, AND RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS

AMENDED. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE

PLACE WITH FOUR ASTERISKS [****].
 11.1.2If the parties
fail to meet within the time period set forth in section 11.1.1 above or if
either party subsequently determines that negotiations between the
representatives of the parties are at an impasse, the party declaring that the
negotiations are at an impasse shall give notice to the other party stating
with particularity the issues that remain in dispute. 11.1.3Not more than 15 days after the giving of such notice of issues, each
party shall deliver to the other party a list of the names and addresses of at
least three individuals, any one of whom would be acceptable as a neutral
advisor in the dispute (the “Neutral Advisor”) to the party delivering the
list.  Any individual proposed as a Neutral Advisor shall have experience in
determining, mediating, evaluating, or trying intellectual property litigation
and shall not be affiliated with the party that is proposing such individual. 11.1.4Within 10 days after delivery of such lists, the parties shall agree on
a Neutral Advisor.  If they are unable to so agree within that time, within 5
days, they shall each select one individual from the lists.  Within 5 days, the
individuals so selected shall meet and appoint a third individual from the
lists to serve as the Neutral Advisor.  Within 30 days after the selection of a
Neutral Advisor:  (a)The parties shall each provide a written statement of the issues in
dispute to the Neutral Advisor. (b)The parties shall meet with the Neutral Advisor in Tampa, Florida on a
date and time established by the Neutral Advisor.  The meeting must be attended
by persons authorized to make final decisions on behalf of each party with
respect to the dispute.  At the meeting, each party shall make a presentation
with respect to its position concerning the dispute. The Neutral Advisor will
then discuss the issues separately with each party and attempt to resolve all
issues in the dispute.  At the meeting, the parties will enter into a written
settlement agreement with respect to all issues that are resolved.  Such
settlement agreement shall be final and binding with respect to such resolved
issues and may not be the subject of any lawsuit between the parties, other
than a suit for enforcement of the settlement agreement. 11.1.5The expenses of the neutral advisor shall be shared by the parties equally. 
All other out-of-pocket costs and expenses for the alternative dispute
resolution procedure required under this Section shall be paid by the party
incurring the same. 11.1.6Positions taken and statements made during this alternative dispute
resolution procedure shall be deemed settlement negotiations and shall not be
admissible for any purpose in any subsequent proceeding.  11.2Failure to Resolve Dispute.  If any issue is not resolved at
the meeting with the Neutral Advisor, either party may file appropriate
administrative or judicial proceedings with respect to the issue that remains
in dispute.  No new issues may be included in the lawsuit without the mandatory
procedures set forth in this section having first been followed.
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Confidential Treatment-Redacted Copy  CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED

AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER A

CONFIDENTIAL TREATMENT REQUEST, PURSUANT TO RULE 406 OF THE SECURITIES ACT OF

1933, AS AMENDED, AND RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS

AMENDED. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE

PLACE WITH FOUR ASTERISKS [****].
 Section  12Product Liability; Conduct of Business  12.1Licensee and its Sublicensee(s) shall, at all times during the term of
this Agreement and thereafter, indemnify, defend and hold Licensor, its board,
University and its Affiliates and Trustees, the Florida Board of Governors, and
each of their directors, officers, employees, and agents, and the inventors of
the Licensed Patents, regardless of whether such inventors are employed by Licensor
at the time of the claim, harmless against all claims and expenses, including
legal expenses and reasonable attorneys fees, whether arising from a third
party claim or resulting from Licensor’s enforcing this indemnification clause
against Licensee, arising out of the death of or injury to any person or
persons or out of any damage to property and against any other claim,
proceeding, demand, expense and liability of any kind whatsoever (other than
patent infringement claims) resulting from the development, production,
manufacture, sale, use, lease, consumption, marketing, or advertisement of
Licensed Products or Licensed Process(es) or arising from any right or
obligation of Licensee hereunder.  Notwithstanding the above, Licensor at all
times reserves the right to retain counsel of its own to defend Licensor’s, its
board, University and its Affiliates’ and Trustees, the Florida Board of
Governors’, and the inventor’s interests.  12.2Licensee warrants that it now maintains and will continue to maintain
liability insurance coverage appropriate to the risk involved in development,
producing, manufacturing, clinical trials, selling, marketing, using, leasing,
consuming, or advertising the products subject to this Agreement and that such
insurance coverage lists Licensor, its Affiliates, its Trustees, the Florida
Board of Governors, and the inventors of the Licensed Patents as additional
insureds.  Within ninety (90) days after the execution of this Agreement and
thereafter annually between January 1 and January 31 of each year, Licensee
will present evidence to Licensor that the coverage is being maintained with
Licensor, University and its Affiliates and Trustees, the Florida Board of
Governors,  and its inventors listed as additional insureds.  In addition,
Licensee shall provide Licensor with at least thirty (30) days prior written
notice of any change in or cancellation of the insurance coverage.  Section  13Use of Names  Licensee
and its Sublicensee(s) shall not use the names ofLicensor, nor of any of either institution's employees,
agents, or affiliates, nor the name of any inventor of Licensed Patents, nor
any adaptation of such names, in any promotional, advertising or marketing
materials or any other similar form of publicity, or to suggest any endorsement
by the such entities or individuals, without the prior written approval ofLicensorin each case, except that Licensor may state
that the Licensed Patents are licensed from Licensee.  Licensor acknowledges
that Licensee is a corporation having a reporting obligation under the
Securities Exchange Act of 1934, as amended, which has or may have certain
disclosure and filing obligations under applicable law, including but not
limited to the public announcement and disclosure of this Agreement and the
filing of the same with the United States Securities and Exchange Commission;
it is acknowledged and agreed that such disclosure and filing shall not be
deemed a violation of this Agreement.  Section  14Miscellaneous
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Confidential Treatment-Redacted Copy  CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED

AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER A

CONFIDENTIAL TREATMENT REQUEST, PURSUANT TO RULE 406 OF THE SECURITIES ACT OF

1933, AS AMENDED, AND RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS

AMENDED. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE

PLACE WITH FOUR ASTERISKS [****].
 14.1This Agreement shall be construed in accordance with the internal laws
of the State of Florida  14.2The parties hereto are independent contractors and not joint venturers
or partners.  14.3Licensee shall ensure that it applies patent markings that meet all
requirements of U.S. law, 35 U.S.C. §287, with respect to all Licensed Products
subject to this Agreement.  14.4This Agreement constitutes the full understanding between the parties
with reference to the subject matter hereof, and no statements or agreements by
or between the parties, whether orally or in writing, shall vary or modify the
written terms of this Agreement.  Neither party shall claim any amendment,
modification, or release from any provisions of this Agreement by mutual
agreement, acknowledgment, or otherwise, unless such mutual agreement is in
writing, signed by the other party, and specifically states that it is an
amendment to this Agreement.  14.5Licensee shall not encumber or otherwise grant a security interest in
any of the rights granted hereunder to any third party.  14.6Licensee acknowledges that it is subject to and agrees to abide by the
United States laws and regulations (including the Export Administration Act of
1979 and Arms Export Contract Act) controlling the export of technical data,
computer software, laboratory prototypes, biological material, and other
commodities.  The transfer of such items may require a license from the
cognizant agency of the U.S. Government or written assurances by Licensee that
it shall not export such items to certain foreign countries without prior
approval of such agency.  Licensor neither represents that a license is or is
not required or that, if required, it shall be issued.  14.7Licensee is responsible for any and all wire/bank fees associated with
all payments due to Licensor pursuant to this agreement.  14.8Survival.  The provisions of this Section shall survive termination of this
Agreement.  Upon termination of the Agreement for any reason, the following
sections of the License Agreement will remain in force as non-cancelable
obligations: ·Section 6               Record Keeping ·Section 9               Requirement to pay royalties on sale of
Licensed Products made, and in process, at time of License Agreement termination ·Section 12             Product Liability; Conduct of Business ·Section 13             Use of Names Section 18             Confidentiality Section  15Notices  Any notice required to be given
pursuant to the provisions of this Agreement shall be in writing and shall be
deemed to have been given (a)  when delivered personally;or (b) if sent
by facsimile transmission, when receipt thereof is acknowledged at the
facsimile number of the recipient as set forth below; or  (c)the second
day following the day on which the notice has been delivered prepaid to a
national air courier service; or five (5) business days following deposit in
the U.S. mail if sent certified mail, (return receipt acknowledgement is not
required to certify delivery).
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Confidential Treatment-Redacted Copy  CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED

AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER A

CONFIDENTIAL TREATMENT REQUEST, PURSUANT TO RULE 406 OF THE SECURITIES ACT OF

1933, AS AMENDED, AND RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS

AMENDED. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE

PLACE WITH FOUR ASTERISKS [****].
 15.1All payments and royalty reports to:  USF Research Foundation Attn: Business Manager 3802 Spectrum Blvd, Suite 100 Tampa, Florida 33612  Development reports,
updates, and all other notices and communications to:  USF Division of Patents
& Licensing Attn: Assistant Vice
President 3802 Spectrum Blvd, Suite 100 Tampa, Florida 33612   15.2If to Licensee:  (Insert
licensee’s contact information)  Section  16Contract Formation and Authority  The submission of this Agreement
does not constitute an offer, and this document shall become effective and
binding only upon the execution by duly authorized representatives of both
Licensee and Licensor.  Copies of this Agreement that have not been executed
and delivered by both Licensor and Licensee shall not serve as a memorandum or
other writing evidencing an agreement between the parties.  This Agreement
shall automatically terminate and be of no further force and effect, without
the requirement of any notice from Licensor to Licensee, if Licensor does not
receive the License Issue Fee or certificates representing shares issued to
Licensor pursuant to this Agreement, as applicable, within thirty (30) days of
the Effective Date.  16.1Licensor and Licensee hereby warrant and represent that the persons
signing this Agreement have authority to execute this Agreement on behalf of
the party for whom they have signed.  16.2Force Majeure.  No default, delay, or failure to
perform on the part of Licensee or Licensor shall be considered a default,
delay or failure to perform otherwise chargeable hereunder, if such default,
delay or failure to perform is due to causes beyond either party’s reasonable
control including, but not limited to: strikes, lockouts, or inactions of
governmental authorities, epidemics, war, embargoes, fire, earthquake,
hurricane, flood, acts of God, or default of common carrier.  In the event of
such default, delay or failure to perform, any date or times by which either
party is otherwise scheduled to perform shall be extended automatically for a
period of time equal in duration to the time lost by reason of the excused
default, delay or failure to perform.  Section  17United States Government Interests  17.1It is understood that the United States Government (through any of its
agencies or otherwise) has funded research, Grant No.______N/A__________,
during the course of or under which any of the inventions of the Licensed
Patents were conceived or made.  The United States Government is entitled, as a
right, under the provisions of 35 U.S.C. §202-212 and applicable regulations of
Title 37 of the Code of Federal Regulations, to a non-exclusive, nontransferable,
irrevocable, paid-up license to practice or have practiced the inventions of
such Licensed Patents for governmental
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Confidential Treatment-Redacted Copy  CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED

AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER A

CONFIDENTIAL TREATMENT REQUEST, PURSUANT TO RULE 406 OF THE SECURITIES ACT OF

1933, AS AMENDED, AND RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS

AMENDED. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE

PLACE WITH FOUR ASTERISKS [****].
 purposes.  Any
license granted to Licensee in this Agreement shall be subject to such right.  17.2Licensee agrees that for Licensed Products covered by the Licensed
Patents that are subject to the non-exclusive royalty-free license to the
United States Government, said Licensed Products will be manufactured
substantially in the United States.  Licensee further agrees that it shall
abide by all the requirements and limitations of U.S. Code, Title 35, Chapter
18, and implementing regulations thereof, for all patent applications and
patents invented in whole or in part with federal money.  Section  18Confidentiality  18.1Each Party shall maintain all information of the other Party which is
treated by such other Party as proprietary or confidential (referred to herein
as “Confidential Information”) in confidence, and shall not disclose, divulge
or otherwise communicate such confidential information to others, or use it for
any purpose, except pursuant to, and in order to carry out, the terms and
objectives of this Agreement, and each party hereby agrees to exercise every
reasonable precaution to prevent and restrain the unauthorized disclosure of
such confidential information by any of its Affiliates, directors, officers,
employees, consultants, subcontractors, Sublicensees or agents. The parties
agree to keep the terms of this Agreement confidential, provided that each
party may disclose this Agreement to their authorized agents and investors who
are bound by similar confidentiality provisions. Notwithstanding the foregoing,
Confidential Information of a party shall not include information which: (a)
was lawfully known by the receiving party prior to disclosure of such
information by the disclosing party to the receiving party; (b) was or becomes
generally available in the public domain, without the fault of the receiving
party; (c) is subsequently disclosed to the receiving party by a third party
having a lawful right to make such disclosure; (d) is required by law, rule,
regulation or legal process to be disclosed, provided that the receiving party
making such disclosure shall take all reasonable steps to restrict and maintain
to the extent possible confidentiality of such disclosure and shall provide
reasonable notice to the other party to allow such party the opportunity to
oppose the required disclosure; or (e) has been independently developed by
employees or others on behalf of the receiving party without access to or use
of disclosing party’s information as demonstrated by written record.  Each
party’s obligations under this Section 18 shall extend for a period of five (5)
years from termination or expiration of this Agreement. 18.2This Agreement and the contents thereof constitute a confidential
business relationship between the parties.  Each party acknowledges that
significant damage could be done to the other one should the terms of this
Agreement become public knowledge.  Both parties agree that they will not
reveal the terms of this Agreement to any third party (excluding agents,
attorneys, representatives and others with whom they have a legal obligation to
disclose, including, but not limited to, government agencies and regulatory
authorities) except within the restrictive confines of a Confidentiality
Agreement, and that they will exercise reasonable precautions to insure that
neither they nor their employees or agents shall allow the terms of the
Agreement to become public knowledge.   Section  19University Rules and Regulations
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Confidential Treatment-Redacted Copy  CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED

AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER A

CONFIDENTIAL TREATMENT REQUEST, PURSUANT TO RULE 406 OF THE SECURITIES ACT OF

1933, AS AMENDED, AND RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS

AMENDED. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE

PLACE WITH FOUR ASTERISKS [****].
 19.1Licensee understands and agrees that Licensor’s personnel who are
engaged by Licensee, whether as consultants, employees or otherwise, or who
possess a material financial interest in Licensee, are subject to Florida
Statutes Chapter 116, Part III and the University of South Florida’s rule
regarding outside activities and financial interests set forth in Florida
Administrative Code Rule 6C4-10.206, the Licensor’s Intellectual Property
Policy, and a monitoring plan which addresses conflicts of interests associated
therewith.  Any term or condition of an agreement between Licensee and such 
personnel which seeks to vary or override such personnel’s obligations to
Licensor may not be enforced against such personnel or the Licensor, without
the express written consent of an individual authorized to vary or waive such
obligations on behalf of the Licensor.  Furthermore, should an interest of
Licensee conflict with the interest of the Licensor, Licensor’s personnel are
obligated to resolve such conflicts according to the guidelines and policies
set forth by the Licensor.
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Confidential Treatment-Redacted Copy  CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED

AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER A

CONFIDENTIAL TREATMENT REQUEST, PURSUANT TO RULE 406 OF THE SECURITIES ACT OF

1933, AS AMENDED, AND RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS

AMENDED. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE

PLACE WITH FOUR ASTERISKS [****].
 IN WITNESS WHEREOF, the parties
hereto have duly executed this Agreement on the dates indicated below.  LICENSOR   /s/ Valerie L. McDevitt                                                                        
Date: June 16,  2010  _________________________________________________________  Valerie L. McDevitt, Assistant Vice President Division of Patents & Licensing  LICENSEE  By: /s/ Meetesh Patel                                                                           Date:
June 21, 2010  Name and Office: Meetesh Patel, President and CEO   ACKNOWLEDGED AND AGREED:  UNIVERSITY OF SOUTH FLORIDA BOARD OF                  INVENTOR TRUSTEES A PUBLIC BODY CORPORATE  /s/ Rebecca Puig                                                                                 /s/ INVENTOR  _____________________________________________                  /s/
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Confidential Treatment-Redacted Copy  CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED

AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER A

CONFIDENTIAL TREATMENT REQUEST, PURSUANT TO RULE 406 OF THE SECURITIES ACT OF

1933, AS AMENDED, AND RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS

AMENDED. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE

PLACE WITH FOUR ASTERISKS [****].
 Schedule I  U.S. Patent Application No. 12/630,398 filed December
3rd 2009, titled Fabrication of Organic Solar Array for Applications
in Microelectromechanical Systems and Others.
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Confidential Treatment-Redacted Copy  CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED

AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER A

CONFIDENTIAL TREATMENT REQUEST, PURSUANT TO RULE 406 OF THE SECURITIES ACT OF

1933, AS AMENDED, AND RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS

AMENDED. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE

PLACE WITH FOUR ASTERISKS [****].
 Appendix A - Development Plan  A Development Plan of the scope outlined
below shall be submitted to Licensor by Licensee prior to the execution of this
Agreement.  In general, the plan should provide Licensor with a summary
overview of the activities that Licensee believes are necessary to bring
products to the marketplace.  I.Development Program [****]  II.Governmental Approval  [****]  III.Proposed Market Approach [****] IV.Competitive Information  A.Potential competitors 1.There are no direct competitors known to be developing a see-thru
BIPV product with the characteristics specific to Licensee’s proposed
application of the Licensed Patents and Licensed Know-How to its SolarWindowTM
technology 2.There are numerous solar/photovoltaic/BIPV companies, which may
develop products and/or technologies capable of competing against Licensee: a)Konarka Technologies, Inc. b)Nanosolar, Inc. c)General Electric d)BP Solar e)Energy Conversion Devices / United Solar Ovonic  B.Potential competitive devices/compositions 1.Solar blinds 2.Ultra-thin films 3.Embedded solar ‘strips’ inside glass windows  C.Anticipated date of product launch
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Confidential Treatment-Redacted Copy  CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER A CONFIDENTIAL TREATMENT REQUEST, PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE PLACE WITH FOUR ASTERISKS [****].
 [****]
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Confidential Treatment-Redacted Copy  CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER A CONFIDENTIAL TREATMENT REQUEST, PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE PLACE WITH FOUR ASTERISKS [****].
 Appendix B - Development Report  When appropriate, indicate estimated start date and finish date for activities.  I.Date Development Plan Initiated and Time Period Covered by this Report.  II.Development Report (4-8 paragraphs).  A.Activities completed since last report including the object and parameters of the development, when initiated, when completed and the results.  B.Activities currently under investigation, i.e., ongoing activities including object and parameters of such activities, when initiated, and projected date of completion.  III.Future Development Activities (4-8 paragraphs).  A.Activities to be undertaken before next report including, but not limited to, the type and object of any studies conducted and their projected starting and completion dates. B.Estimated total development time remaining before a product will be commercialized.  IV.Changes to Initial Development Plan (2-4 paragraphs).  A.Reasons for change. B.Variables that may cause additional changes.  V.Items to be Provided if Applicable:  A.Information relating to Licensed Products or Licensed Processes that has become publicly available, e.g., published articles, competing products, patents, etc. B.Development work being performed by third parties, other than Licensee, to include name of third party, reasons for use of third party, planned future uses of third parties including reasons why and type of work. C.Update of competitive information trends in industry, government compliance (if applicable) and market plan. D.Information and copies of relevant materials evidencing the status of any patent applications or other protection relating to Licensed Products, or Licensed Processes or the Licensed Patents.  PLEASE SEND DEVELOPMENT REPORTS TO:   USF Division of Patents & Licensing Attn: Assistant Vice President 3802 Spectrum Blvd, Suite 100 Tampa, Florida 33612
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Confidential Treatment-Redacted Copy  CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED

AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER A

CONFIDENTIAL TREATMENT REQUEST, PURSUANT TO RULE 406 OF THE SECURITIES ACT OF

1933, AS AMENDED, AND RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS

AMENDED. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE

PLACE WITH FOUR ASTERISKS [****].
 Appendix C - Licensor Royalty
Report  Licensee:Agreement
No.: Inventor:P#:P Period
Covered:From:/    
/2Through:/    
/2 Prepared ByDate: Approved
By:Date: If license covers
several major product lines, please prepare a separate report for
each line.  Then combine all product lines into a summary report. Report Type: ̈Single Product Line Report:  ̈Multiproduct Summary
Report.Page 1 of ______ Pages  ̈Product Line Detail.Line:Tradename:Page: Report Currency: ̈U. S. Dollars ̈Other  Unit
 Gross
 *
  Less:
 Net
 Royalty
 Period
  Royalty AmountCountry
 Sales
 $$ Sales
 Allowances
 $$ Sales
 Rate
 This Year
 Last YearU.S.A.CanadaEurope:JapanOther:TOTAL:
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Confidential Treatment-Redacted Copy  CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED

AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER A

CONFIDENTIAL TREATMENT REQUEST, PURSUANT TO RULE 406 OF THE SECURITIES ACT OF

1933, AS AMENDED, AND RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS

AMENDED. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE

PLACE WITH FOUR ASTERISKS [****].
 Total Royalty: _______________ 
Conversion Rate: ____________  Royalty in U.S. Dollars:$ The
following royalty forecast is non-binding and for Licensor’s internal planning
purposes only: Royalty Forecast Under This
Agreement:Next Quarter:__________ 
Q2:__________  Q3:__________  Q4:__________ *  On a
    separate page, please indicate the reasons for returns or other adjustments
    if significant.
    Also note any
    unusual occurrences that affected royalty amounts during this period.
    To assist
    Licensor’s forecasting, please comment on any significant expected trends
    in sales volume.      PLEASE SEND ROYALTY REPORTS TO:   USF Research Foundation Attn: Business Manager 3802 Spectrum Blvd, Suite 100 Tampa, Florida 33612
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Appendix D - Milestones   [****]                                         APPENDIX E:
ENUMERATED KNOW HOW  Exclusive license to all Trade Secrets (“Enumerated
Know-How”), in the Licensed Territory and Licensed Field which relate to the
methods and processes by which materials, including but not limited to starting
materials, solar materials, conducting materials, substrates, and substrate
surfaces, are: created and prepared; applied to substrates and their surfaces;
protected from degradation; and manufactured. Trade secrets ("Enumerated
Know-How") mean any formula, pattern, device or compilation of information
that is used in the licensed process that gives the licensee an opportunity to
obtain an advantage over competitors who do not know or use it.
  1


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