THIS
      PATENT LICENSE AND SALES EXCLUSIVITY AGREEMENT is made on November 9,
      2005

    


    


    BETWEEN

    


    Asia
      Vital Components Co., Ltd., whose registered office is at 7F-3, No.24, Wu Chuang
      2 Rd., Hsin Chuan City, Taipei, Taiwan, R.O.C. ("AVC"); and 

    


    iCurie
      Lab Holdings Limited whose registered office is at 12 Plumtree Court, London,
      EC4A 4HT ("iCurie").

    


    


    1. Summary

    


    
      	
              1.1

            	
              AVC
                is a company incorporated in Taiwan. It has the expertise and
                infrastructure required for the manufacture of cooling devices and
                the
                incorporation of such devices into PC applications. The said “PC”
                hereunder means desktops, laptops and
                notebooks.

            


    

     

    


    
      	
              1.2

            	
              iCurie
                is a company incorporated in the United Kingdom and its Korean subsidiary
                has developed and patented a technology relating to a new microfluidic
                cooling system (“MCS”).

            


    

     

    


    
      	
              1.3

            	
              iCurie
                Lab, Inc., the Korean subsidiary of iCurie, as described in sub-section
                1.2, is a corporation incorporated under the laws of Republic of
                Korea
                (“Korea”) and having its principal place of business at 3F Joyang Bldg,
                23-1, Seokchon Dong Songpa Gu, Seoul,
                Korea.

            


    

    


    
      	
              1.4

            	
              AVC
                and iCurie Lab, Inc. entered into a Collaboration Agreement
                dated December
                11, 2002 for the development of a cooling device using MCS technology,
                and
                agreed to certain terms and conditions in connection with the business
                relationship, including but not limited to “Manufacturing” (section 3),
                “Supply and Purchase Products” (section 4), “Distribution and Sales Right”
                (section 5), “Intellectual Property Rights” (section 6) and “Use of
                Technologies” (section 7). This Agreement replaces the Collaboration
                Agreement in its entirety and the Collaboration Agreement is hereby
                made
                null, void and of no further
                effect.

            


    

    


    


    
      	
              1.5

            	
              AVC
                and iCurie signed a Letter of Intent dated on
                April 28, 2005,
                procuring
                a further agreement about the development of cooling device using
                MCS
                technology. This Agreement replaces the Letter of Intent in its entirety
                and the Letter of Intent is by made null, void and of no further
                effect.

            


    

    


    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    
      	
              1.6

            	
              AVC
                and iCurie have agreed to enter into this patent license and sales
                exclusivity agreement in furtherance of the “Collaboration Agreement”
                (mentioned as in sub-section 1.4) and “Letter of Intent” (mentioned as in
                sub-section 1.5) to create a stand alone metal cooling device using
                the
                MCS technology for use in PCs (the “MCS Part”).


            


    

    


    


    
      	
              1.7

            	
              iCurie
                will grant AVC (i) a worldwide, perpetual, non-revocable license
                to use,
                manufacture, have manufactured and import the MCS Part and to incorporate
                the MCS Part into AVC cooling devices for PCs (the combination of
                which
                shall be called the “AVC Part”); and (ii) an exclusive right to sell and
                offer for sale the MCS Part and the AVC Part only to PC manufacturers
                headquartered anywhere in the world, except Korea and Japan.
                

            


    

    


    


    
      	
              1.8

            	
              AVC
                will grant iCurie (i) a royalty for each MCS Part or AVC Part sold
                by AVC;
                (ii) the right to purchase the MCS Part and the AVC Part from AVC;
                and
                (ii) an exclusive right to sell the MCS Part and the AVC Part to
                PC
                manufacturers only headquartered in Korea and Japan. 

            


    

    


    


    
      	
              1.9

            	
              AVC
                and iCurie anticipate that the MCS Part and the AVC Part will be
                ready for
                sale by December 31, 2005.

            


    

    


    
      	
              2.

            	
              Patent
                License
                Grant

            


    

    


    
      	
              2.1

            	
              iCurie
                grants to AVC, and AVC accepts, subject to the terms of this agreement,
                a
                worldwide, perpetual, non-revocable license to use any and all existent
                intellectual property related to the patents listed on Schedule A
                (the
                “Patents”), solely for the purpose of manufacturing, having manufactured,
                using, importing, supplying, offering to supply, selling and similar
                disposing of the MCS Parts for use in PCs only. AVC may not grant
                sub-licences under this license.

            


    

    


    
      	
              2.2

            	
              Any
                and all improvement to the Patents, whether or not patented or patentable,
                which is created or developed by iCurie or iCurie’s subsidiary after the
                date of this Agreement shall be disclosed to AVC, and iCurie grants
                AVC
                hereby a license for such improvement under the terms of this
                agreement.

            


    

    


    
      	
              3.

            	
              Sales
                Exclusivity

            


    

    


    
      	
              3.1

            	
              iCurie
                hereby grants to AVC an exclusive right to sell and offer for sale
                the MCS
                Part and the AVC Part only to PC manufacturers headquartered anywhere
                in
                the world, except Korea and Japan. 

            


    

    


    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    
      	
              3.2

            	
              AVC
                hereby grants to iCurie (i) the right to purchase the MCS Part and
                the AVC
                Part from AVC for a markup of 15% above AVC’s manufacturing costs; and
                (ii) an exclusive right to sell the MCS Part and the AVC Part to
                PC
                manufacturers headquartered in Korea and
                Japan.

            


    

    


    


    
      	
              3.3

            	
              iCurie
                shall have the exclusive right for (i) sales of the MCS Part or the
                AVC
                Part to third parties other than PC manufacturers; and (ii) sales
                of
                non-metal cooling devices using MCS
                technology.

            


    

    


    
      	
              3.4

            	
              Without
                prior written consent of iCurie, AVC shall not sell the MCS Part
                or AVC
                Part to PC manufacturers headquartered in Korea or Japan. Equally,
                without
                prior written consent of AVC, iCurie shall not sell the MCS Part
                or AVC
                Part to PC manufacturers other than headquartered in Korea or
                Japan.

            


    

    


    
      	
              4.

            	
              Royalty

            


    

    


    
      	
              4.1

            	
              In
                consideration of the rights and exclusivities granted to AVC by iCurie
                under this Agreement, AVC shall, within 30 days of the end of each
                month
                during the term of this Agreement, pay to iCurie royalties per
                MCS Part or AVC Part sold by AVC during the term of this Agreement,
                except
                MCS Part or AVC Part supplied to iCurie, whether directly or indirectly.
                The royalties are payable as outlined below:


            


    

     

    
      	 	Yearly Volumes 	Royalties per MCS Part 
	 	 	 
	 	1 - 2,000,000	10 % of AVC’s
              average sale price 
	 	2,000,001 - 4,000,000	9% of AVC’s
              average sale price 
	 	4,000,001 - 6,000,000	8 % of AVC’s
              average sale price 
	 	6,000,001 - 8,000,000	7 % of AVC’s
              average sale price
	 	8,000,001 - or more	6 % of AVC’s
              average sale price
	 	 	 
	 	 	 
	 	Yearly Volumes 	Royalties per AVC Part
	 	 	 
	 	1 - 2,500,000 	7% of AVC’s
              average sale price 
	 	2,500,001 - 5,250,000	6 % of AVC’s
              average sale price
	 	5,250,001 - 8,000,000	5 % of AVC’s
              average sale price
	 	8,000,001 - or more	4 % of AVC’s
              average sale price


    

         

    Each
      of
      the parties hereby agree and acknowledge that the above-stated “Yearly Volumes”
are based on the amount of sales during a single calendar year, and are not
      cumulative. Furthermore, iCurie shall have the right to audit AVC for the
      determination of the “Yearly Volume” and AVC’s “average sale
      price.”

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    
      	
              5.

            	
              Term
                of Agreement

            


    

    


    
      	
              5.1

            	
              The
                term of this Agreement (and the licenses and rights granted herein)
                shall
                be from the date this Agreement is executed through December 31,
                2008;
                provided however, iCurie shall have the right but not the obligation
                to
                terminate the sales exclusivity granted in Section 3.1 if AVC fails
                to
                sell the following volumes of MCS Parts and AVC Parts for the following
                calendar years:

            


    

     

     

    
      	 	Calendar Year	Number of MCS Parts and AVC Parts
              Sold
	 	 	 
	 	2006 	3,000,000
	 	2007 	8,000,000 
	 	2008	19,000,000

  

    The
      termination of the sales exclusivity in Section 3.1 does not preclude AVC from
      continuing to exclusively sell to its then current customers at the time of
      the
      termination. Furthermore, if the MCS Part or AVC Part is not ready for sale
      by
      December 31, 2005, iCurie agrees to adjust the 2006 sales volume pro rata to
      reflect the first date of AVC’s sale of the MCS Parts or AVC Parts (i.e., if AVC
      does not sale a MCS Part or AVC Part until May 1, 2006, then the volume
      requirement for calendar year 2006 will be adjusted pro rata to
      2,000,000).

    


    
      	
              5.2

            	
              Upon
                expiration or termination of this Agreement, all rights and obligations
                hereunder shall terminate forthwith except the provisions of Sections
                2
                and 13.

            


    

    


    
      	
              6.

            	
              Severability.

            


    

    


    
      	
              6.1

            	
              If
                any term or provision in this Agreement shall in whole or in part
                be held
                to any extent to be illegal or unenforceable by any court or other
                competent authority that term or provision or part shall to that
                extent be
                deemed to be deleted and not form part of this agreement and the
                enforceability of the remainder of this agreement shall not be affected.
                In the event of any such deletion the parties shall negotiate in
                good
                faith in order to agree an alternative provision in place of the
                provision
                so deleted.

            


    

    


    
      	
              7.

            	
              Modifications.

            


    

    


    
      	
              7.1

            	
              Modifications
                to this Agreement shall not be effective unless they are in writing
                and
                signed on behalf of all parties by an authorized
                signatory.

            


    

    


    
      	
              8.

            	
              Assigning
                and Change of Control.

            


    

    


    
      	
              8.1

            	
              Neither
                party may assign or otherwise deal in any of its rights under this
                Agreement or sub-contract the performance of any of its obligations
                under
                this Agreement without the consent of the other
                party.

            


    

    


    
      	
              8.2

            	
              If
                ownership or management of either party is about to be subject to
                a change
                of control then such party shall give notice of the proposed change
                of
                control to the other party. In the event of a change of control of
                the
                ownership or management of a party, the other party may at any time
                within
                six months of such event coming to its attention terminate this agreement
                immediately by giving notice to changed
                party.

            


    

    


    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    


    
      	
              9.

            	
              Relationship
                between the Parties.

            


    

    


    
      	
              9.1

            	
              Nothing
                in this Agreement creates a partnership, agency relationship, franchise,
                employment relationship between the parties. No party is permitted
                to
                enter into any Agreement with a third party on behalf of any other,
                nor
                make any representation or give any warranty to a third party on
                behalf of
                any other to act as, or represent that it is an agent of any other
                party,
                or otherwise bind any other party in any manner whatsoever without
                the
                consent of that other.

            


    

    


    
      	
              10.

            	
              Entire
                Agreement.

            


    

    


    
      	
              10.1

            	
              This
                Agreement constitutes the entire agreement between the parties and
                supersedes any previous agreement between the parties in relation
                to the
                subjects covered by them. Each party acknowledges and agrees that
                it has
                not been induced to enter into this Agreement in reliance upon any
                representation, warranty or other term other than as expressly set
                out in
                this agreement. The only remedy available to a party for breach of
                such
                representation, warranty or term shall be for breach of contract.
                Nothing
                in this agreement shall limit or exclude liability for fraud or fraudulent
                misrepresentation. Except as expressly set out in this agreement
                all
                conditions, warranties, representations and other terms, whether
                express
                or implied by statute, common law, trade practice or howsoever, are
                excluded.

            


    

    


    
      	
              11.

            	
              Notices.

            


    

    


    
      	
              11.1

            	
              All
                notices and consents relating to this Agreement must be in writing
                and
                signed by an authorised signatory. Notices may be sent by
                internationally-recognized courier to the addressee's address (or
                such
                other address as it may have notified to the party giving the notice)
                and
                any notice so sent shall be considered served on the date that it
                would
                have been received in the normal course of post. Notices may be sent
                by
                fax provided (a) an acknowledgment of receipt is received by the
                sending
                machine and (b) a copy of the notice is sent by internationally-recognized
                courier the same or the following
                day.

            


    

    


    
      	
              12.

            	
              Waiver.

            


    

    


    
      	
              12.1

            	
              If
                a party delays in enforcing its rights under this Agreement (whether
                in
                relation to a breach by the other party or otherwise) then unless
                the
                party concerned expressly agrees otherwise, that delay shall not
                be
                treated as waiving the rights of the party concerned. The single
                or
                partial exercise of any right, power or remedy shall not preclude
                any
                other or further exercise of that right, power or remedy. Any waiver
                of a
                party's rights in relation to a particular breach of this Agreement
                shall
                not operate as a waiver of any subsequent breach. No custom or practice
                of
                the parties at variance with the terms of this Agreement shall constitute
                a waiver of the rights of either party under this
                Agreement.

            


    

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    


    
      	
              13.

            	
              Indemnity

            


    

    


    
      	
              13.1

            	
              iCurie
                shall at its expense, defend, indemnify and hold harmless AVC, its
                subsidiaries, its subcontractors and its customers and any of their
                officers, directors, employees or agents, from and against any and
                all
                damages, claims, losses and/or expenses, including, without limitation,
                reasonable attorney’s fees, arising out of, in connection with or relating
                to any and all action or claim that the MCS Part infringe or
                misappropriate any patent, copyright, trade secret, trademark or
                other
                intellectual property rights of any third party; provided that AVC
                shall
                (i) notify iCurie in writing of the action or claim, (ii) provide
                iCurie
                with reasonable information and assistance at iCurie’s expense for the
                defense or settlement of the action or claim, and (iii) grant iCurie
                reasonable control of the defense or settlement of the action or
                claim
                through representatives reasonably acceptable to
                AVC.

            


    

    


    
      	
              13.2

            	
              In
                the event that the MCS Part (or AVC Part because of MCS Part) are
                held to
                infringe or misappropriate any patent, copyright, trade secret, trademark
                or other intellectual property rights of any third party or their
                use is
                enjoined, an injunction issues as a result of any action or claim
                iCurie
                shall at its own expense, and AVC’s option to either (i) procure for AVC,
                its subsidiaries, its subcontractors and its customers the royalty-free
                right to continue distributing, using, manufacturing, importing,
                selling
                and offering for sale MCS Part and AVC Part; or (ii) refund to AVC
                the
                royalty paid for any MCS Part and AVC Part.  

            


    

    


    
      	
              14.

            	
              Cumulative
                Remedies.

            


    

    


    
      	
              14.1

            	
              Any
                right, remedy or power to which either party is or may become entitled
                under this Agreement or in consequence of another's conduct may be
                enforced from time to time separately or concurrently with any right
                or
                remedy given by this Agreement or now or afterwards provided for
                and
                arising by operation of law so that such rights and remedies are
                not
                exclusive of the other or others but are
                cumulative.

            


    

    


    
      	
              15.

            	
              Rights
                of Third Parties.

            


    

    


    
      	
              15.1

            	
              No
                term of this agreement shall be enforceable by a party other than
                the
                parties to this Agreement. The parties reserve the right to rescind
                or
                vary this Agreement without the consent of any person who is not
                a party
                to the Agreement.

            


    

    


    
      	
              16.

            	
              Further
                Assurance.
                

            


    

    


    
      	
              16.1

            	
              Each
                party to this Agreement shall at the request and expense of the others
                execute and do any deeds and things reasonably necessary to give
                effect to
                this Agreement.

            


    

    


    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    


    
      	
              17.

            	
              Publicity.

            


    

    


    
      	
              17.1

            	
              No
                party may include another's name or any information concerning the
                transactions referred to in this Agreement in any of its publicity
                material, press announcements or other communications without first
                obtaining that other party's written consent, except that nothing
                shall
                restrict the parties from complying with any regulation or legislation
                pertaining to public announcements.

            


    

    


    
      	
              18.

            	
              Precedence.

            


    

    


    
      	
              18.1

            	
              In
                the event of any conflict between the provisions of this Agreement
                and the
                provisions of any subsequent confirmatory or formal license the provisions
                of this Agreement shall prevail.

            


    

    


    
      	
              19.

            	
              Counterparts.

            


    

    


    
      	
              19.1

            	
              This
                Agreement may be executed in any number of counterparts, each of
                which
                shall be deemed to be an original, and which together shall constitute
                one
                and the same agreement. Unless otherwise provided in this agreement,
                this
                agreement shall become effective and be dated (and each counterpart
                shall
                be dated) on the date on which this Agreement (or a counterpart of
                this
                agreement) is signed by the last of the parties to execute this agreement
                or, as the case may be, a counterpart
                thereof.

            


    

    


    
      	
              20.

            	
              Governing
                law and dispute resolution.

            


    

    


    
      	
              20.1

            	
              This
                agreement is governed by and shall be construed in accordance with
                the law
                of the Republic of South Korea. 

            


    

    


    
      	
              20.2

            	
              Any
                disagreement, dispute, controversy or claim arising out of or relating
                to
                this Agreement or the interpretation hereof or any arrangements relating
                hereto or contemplated herein or the breach, termination or invalidity
                hereof shall be settled exclusively and finally by arbitration. It
                is
                specifically understood and agreed that any disagreement, dispute
                or
                controversy which cannot be resolved between the Parties, including
                without limitation any matter relating to the interpretation of this
                Agreement, shall be submitted to
                arbitration.

            


    

    


    
      	
              20.3

            	
              The
                arbitration shall be conducted pursuant to the Rules of Conciliation
                and
                Arbitration of the International Chamber of Commerce (the "ICC
                Rules").

            


    

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    
      	
              20.4

            	
              The
                arbitration shall be (i) conducted in Seoul, Korea, if brought by
                AVC, and
                (ii) conducted in Taipei, Taiwan, if brought by
                iCurie.

            


    

    


    
      	
              20.5

            	
              The
                language used in the arbitration shall be the English
                language.

            


    

    


    
      	
              20.6

            	
              Any
                decision or award of the arbitral tribunal shall be final and binding
                upon
                the Parties to the arbitration proceeding. The Parties waive to the
                extent
                permitted by law any rights to appeal or to review of such award
                by any
                court or tribunal. The Parties hereto agree that the arbitral award
                may be
                enforced against the Parties to the arbitration proceeding or their
                assets
                wherever they may be found and that a judgment upon the arbitral
                award may
                be entered in any court having jurisdiction
                thereof.

            


    

    


    ACCEPTED
      AND AGREED:

     

    
 

    
      	“iCURIE”	“AVC”	 
	 	 	 
	iCurie Lab Holdings Limited	Asia Vital Components, Inc.	 
	 	 	 
	Signed: /s/
              Hakan Wretsell 	Signed: /s/
              J.C. Lin	 
	 	 	 
	Name: Hakan
              Wretsell 	Name: J.C.
              Lin	 
	 	 	 
	Title: CEO	Title: CTO	 


    

        


    
      
         

      

      
        8

        
          

        

      

      
         

      

    


    SCHEDULE
      A

    


    PATENTS
      LICENSED FROM iCURIE TO AVC

    


    
      	
               

              Description

            	
               

              Country

            	
              Patent

              Registration/Application
                Number

            
	
               

              Micro
                cooling device

            	
               

              Korea

            	
               

              Registration
                Number:

              0294317

            
	
               

              Planar
                type heat transferring device and manufacturing method
                thereof

            	
               

               

              Korea

            	
               

               

              Application
                Number:

              10-2004-0091617

            
	
               

              Heat
                transfer device and manufacturing method thereof using hydrophilic
                wick

            	
               

               

              Korea

            	
               

               

              Application
                Number:

              10-2005-0001028

            


    

    


    
      
         

      

      
        9