2. **MVG**is a company that directly holds the majority of the share capital of the **subsidiaries**, thusforming an economic group.The **subsidiaries**exercise activities in microwave imaging including instrumentation, measurementand testing of electromagnetic fields. There are subsidiaries that have no commercial activity.In order to facilitate their operations and to ensure the cohesion of the group, it has beendecided that **MVG**will define the major strategies and centralise the management and commercialfunctions for all the subsidiaries. This centralisation, prepared during the second half-year 2008,began on the first of January 2009.**NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:****Article 1— Object of the agreement**This agreement sets out the conditions under which MVG provides advice and assistance to thesubsidiaries, as part of their day-to-day management or on the occasion of one-off operations.Under the terms of this work, MVG agrees to provide the subsidiaries with the following services.**Article 2— Services provided and areas of contribution****2.1 In the day-to-day management of:****- General management:**drawing up a strategy, relations with shareholders, definition andcontrol of the implementation of the companies’ development and external growth policy, study,drafting and control of the introduction of the industrial, commercial, legal and financialprojects required for developing, organising, managing and structuring of the companies.**- Human resources:**selecting and recruiting key personnel, encouraging mobility betweensubsidiaries, managing the personnel policy, implementing the motivation schemes, introducing toolsfor monitoring working hours, advice for implementing group procedures regarding ethics, companymonitoring.- **Finances, accounting, taxation, management control:**supervising the accounting and financialservices, coordinating teams and choice of development tools, coordinating management and budgetcontrol, cash-flow management, fiscal taxation, etc.- **Purchasing**: defining the purchasing policy, listing suppliers, negotiating discounts and salesconditions, procurement policy.**- Communications and marketing:**drafting, planning and implementation of marketing and internal andexternal communication strategies and the introduction of related tools, procedures and models,support for the development of products and services.**- Sales:**organising and supervising the sales forces, managing the distribution network, monitoringall of the subsidiaries’ opportunities, drafting customer approach strategies by geographical zoneand by market in order to develop opportunities by using all of the subsidiaries’ productportfolios.- **Software development:**development, standards and quality methods, developing a modules libraryaccessible to all the subsidiaries, selecting tools, platforms and equipment.**- Network:**selecting tools, platforms and equipment required for creating a network for thesubsidiaries and MVG, in order to facilitate and encourage communication between the varioussubsidiaries and between the subsidiaries and MVG, maintaining the infrastructure.- **Legal:**legal operations and legal obligations.
 

 
 3. - **Trademark:**right to use the “MICROWAVE VISION” name.**2.2 As part of one-off operations**MVG agrees to provide the subsidiaries with advice and assistance as part of one-off operationsconcerning them, such as, and without this list being exhaustive: external growth operations,disposals, restructuring, etc.As part of this work MVG undertakes to do everything possible to safeguard the interests of thesubsidiaries and ensure their businesses run smoothly.Notwithstanding the assistance services that will be provided to the subsidiaries by MVG, they willcontinue to assume full responsibility for their operating results; therefore, MVG can in no caseassume liability for actions carried out by the subsidiaries**- Article 3 — Remuneration**The nature, diversity and frequency of the services likely to be carried out by virtue of thisagreement are such that individual invoicing of the services rendered by MVG will not be possible.Therefore, the parties agree that the provision of services rendered will be paid under thefollowing conditions:**3.1 Remuneration of the services provided for subsidiaries exercising a commercial activity**In return for the assistance services, advice provided, and centralised management of the group,MVG will invoice these services on the basis of the cost budgeted for the year for the entireexpenditure linked to the aforementioned services. The amount will be distributed between eachcompany and according to the gross margin budgeted for at the start of the year for each company.To this amount, a 5% (five percent) margin will be applied.This remuneration will be reviewed annually at the start of the year based on the budget asapproved by the board of directors.Invoices will be sent by MVG to its subsidiaries quarterly in advance.Invoices will be payable in cash by a deduction from a current account or by bank transfer withinsixty (60) days following receipt of the invoice.At the end of each financial year, a credit or an invoicing adjustment will be drawn up based onthe gross margin realised and the expenditure actually incurred. In the event there are significantdifferences between realised and budgeted gross margins, **the**amount of the final adjustment will besubject to review and approval by the board of the companies**.**This credit or this additionalinvoice will be determined in the three months after the closing date for the end of the financialyear.MVG shall use the fees acquired hereunder for its operations and shall reinvest in the operatingcompanies no less than 2/3 (two-thirds) of the net income acquired thereby under this Agreement.**3.2 Remuneration of the services provided for subsidiaries without a commercial activity.**In return for the assistance services and advice provided, MVG will invoice subsidiaries, which donot carry out any commercial activity a fixed annual fee of twenty-five thousand euros(€25,000). Invoices will be payable in cash by a deduction from a current account or by banktransfer within sixty (60) days following receipt of the invoice.
 

 
 4. **3.3 Remuneration for the right to use the name “MICROWAVE VISION”**The right to use the name “MICROWAVE VISION” will be subject to separate invoicing**,**which shall be1% (one percent) of the gross sales of each company and establishment. Invoicing will be drawn upaccording to the budgeted **gross sales.**In the event there are significant differences betweenrealised and budgeted gross margins, **the**amount of the final image fee will be subject to reviewand approval by the board of the companies.This remuneration will be reviewed annually at the start of the year based on the budget asapproved of the board of directors.Invoices will be sent by MVG to its subsidiaries quarterly in advance.Invoices will be payable in cash by a deduction from a current account or by bank transfer withinsixty (60) days following receipt of the invoice.At the end of each financial year, a credit or an invoicing adjustment will be drawn up based ongross sales achieved. This credit or this additional invoice will be determined in the three monthsafter the closing date for the end of the financial year.**3.4 Remuneration of the services provided for subsidiaries for one-off work.**It is expressly agreed that in the event that a subsidiary entrusts one-off work to MVG, paymentfor the said work will not be included in this remuneration but will be fixed beforehand by jointagreement and will give rise to an amendment to this document.**Article 4— Term**4.1 This agreement is signed for an initial term that will begin on 1st January 2009 andend on 31 December 2009.4.2 This agreement will be renewable by tacit agreement for periods of one (1) year, unlessterminated by one of the parties by sending a registered letter with acknowledgment of receipt tothe other party giving one (1) month’s notice before expiry of the current contractual period.4.3 This agreement can be terminated early without legal action or formality other than thatprovided for below in the following cases:- as of right, in the event of bankruptcy, receivership or court-supervised liquidation of one orother of the parties.- as of right, between MVG and a subsidiary when MVG ceases to hold directly or indirectly at least33% (thirty three percent) of the share capital;- by declaration of termination: in the event of non-payment on its due date of a sum due by thecompany or non-compliance by one of the parties with its contractual obligations. In the lattercase, the party that wants to invoke its right to termination must send the other party a formalnotice, by registered letter with acknowledgment of receipt, stating the payment default orinfringement and declaring the termination. The said termination then automatically takes effect onthe expiry of a period of one (1) month from the formal notice if, within this period, thedefaulting party has not fulfilled its obligations.Subject to any damages that MVG may claim, particularly in the event of non-payment on its due dateof a sum due by the subsidiary, the cessation of this agreement can in no case give rise to thepayment of any indemnity.
 

 
 5. **4.4.**Each renewal of the agreement can give rise to the drafting of a document as required,amending the content and price of the services.**Article 5— Confidentiality**5.1. Due to the relations established between the parties through this agreement, each party islikely to have access to confidential information belonging to the other party.5.2. The confidentiality obligation, to which the parties agree, concerns all the informationprovided under this agreement and all subsequent agreements, whatever the form and medium, sent byone party to the other and designated as confidential information by the party which sends it byaffixing or inserting on their medium a stamp or an inscription or by the creation and handing overor dispatch of a written notification to this effect or, when such information is disclosedverbally, when the character of the confidential information has been brought to the attention ofthe party receiving it at the time of its disclosure, and confirmed in writing as soon as possible.5.3. Each contracting party agrees to treat as confidential all information obtained under thisagreement and all subsequent agreements and is prohibited from communicating to anyone, directly orindirectly, all or part of the said information.