Unassociated Document


    LICENSE
      AGREEMENT

    


    This
      License Agreement (this “Agreement”),
      dated
      as of July 10, 2008 (the “Effective Date”), is entered into by and between 4C
      Controls Inc., a corporation organized under the laws of the State of Nevada
      and
      having its principal place of business at Rockefeller Center, 1230 Avenue of
      the
      Americas, 7th Floor, New York, NY 10020 (“Licensee”) and Riccardo Maggiora, an
      individual with his address at Via Bologna n. 39, 15048 Valenza (AL), Italy
      (“Licensor”) (Licensee and Licensor each a “Party”, together the
“Parties”).

    


    WHEREAS,
      Licensor owns or controls sole dispositive power over all rights with respect
      to
      the Licensor Technology and Licensor Know-How as such terms are defined
      herein;

    


    WHEREAS,
      Licensee desires to use Licensor Technology and Licensor Know-How for the
      benefit of Licensee and desires to obtain a license from Licensor for such
      use
      and to file and obtain any and all additional patents which are derivative
      of
      Licensor Technology and Licensor Know-How;

    


    NOW,
      THEREFORE, in consideration of the foregoing premises and the mutual covenants
      herein contained, the parties hereby agree as follows:

    


    1.
      Definitions

    


    1.1
      Affiliate: The term “Affiliate” means, with respect to any person, entity, or
      any other person or entity that it directly or indirectly controls, is under
      common control with, or is controlled by that person or entity. For purposes
      of
      this definition, “control” (including with correlative meaning, the terms
“controlled by” and under “common control with”), as used with respect to any
      person, or entity, means the possession, directly or indirectly, of the power
      to
      direct or to cause the direction of the management and policies of such person
      or entity, whether through the ownership of voting securities, by contract,
      or
      otherwise.

    


    1.2
      Effective Date: The term “Effective Date” means the date set forth in the
      preamble to this Agreement.

    


    1.3
      First
      Commercial Sale: The term “First Commercial Sale” means, after all necessary
      marketing approvals have been obtained in a relevant country, the initial
      transfer of a “Product”, as such term is defined herein, in such country to a
      third party customer in exchange for cash or some cash equivalent to which
      a
      value can be assigned for the purpose of determining “Net Sales”, as such term
      is defined herein.

    


    1.4
      Improvements: The term “Improvements” means any and all inventions, discoveries,
      processes, works of authorship, mask works, designations, designs, know-how,
      ideas, copyrights, trade secret rights, mask work rights, trademark rights,
      methods, compositions, formulae, procedures, protocols, software, source code,
      algorithms, developments and improvements, techniques, results of
      experimentation and testing, information and data of any and all nature or
      kind,
      in any form or media, which have been conceived by Licensor or employees or
      others acting on behalf of Licensor, either alone or jointly with others, as
      of
      the Effective Date of the Agreement, and which constitute modifications,
      enhancements or improvements
      to the Licensor Technology or Licensor Know-How or are conceived, developed
      or
      reduced to practice using the Licensor Technology or Licensor
      Know-How.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

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    1.5
      Net
      Sales: The term “Net Sales” means gross sales of the Products invoiced by
      Licensee or any of its Affiliates to a third party, and accepted by the third
      party, less shipping costs, warranty reserves, returns, allowances, taxes,
      provided, however, (i) the “Net Sales” shall be deemed to occur on the later of
      (x) the date of legal recognition by the Licensee of revenues derived from
      such
      sale as determined under Generally Accepted Accounting Principals applicable
      to
      United States public companies registered with the U.S. Securities &
Exchange Commission or (y) the date of actual receipt of proceeds from such
      sale
      as received by the Licensee. Any and all amounts of Product revenues which
      are
      deposits, escrows, warranty reserves, third-party custody funds, or security
      interests, and all similar types of payments to Licensee, shall not be deemed
      to
      be “Net Sales” unless and until any and all such amounts are free and clear of
      all obligations, claims or liabilities to customers or third parties on the
      part
      of Licensee. Net Sales shall be determined on a pro-forma basis by the chief
      financial officer of Licensee and subject to audit by the Licensee’s independent
      certified public accountants. 

    


    1.6
      Person: The term “Person” means an individual, any incorporated entity, limited
      liability company, partnership, trust, unincorporated organization or
      association, government or any agency, instrumentality or political subdivision
      of a government, or any other entity or organization.

    


    1.7
      Product: The term “Product” means any composition of matter, material, device,
      apparatus, or system developed or commercialized by Licensee with respect to
      the
      Licensor Technology, Licensor Patents or Licensor Know-How.

    


    1.8
      Licensor Know-How: The term “Licensor Know-How” means all inventions,
      discoveries, processes, methods, compositions, formulae, procedures, works
      of
      authorship, mask works, designations, designs, know-how, ideas, copyrights,
      trade secret rights, mask work rights, trademark rights, protocols, software,
      source code, algorithms, developments and Improvements, techniques, results
      of
      experimentation and testing, information and data of any and all nature or
      kind,
      in any form or media, which are known or not generally known, (i) embodying
      or
      produced through use of Licensor Technology and associated know-how, or (ii)
      embodying or produced through inventions conceived, discovered or reduced to
      practice, whether alone or with others, by Licensor employees or with facilities
      or equipment utilized by Licensor, (iii) otherwise regarding the Licensor
      Technology, in which Licensor has an ownership or other interest during the
      Term
      of this Agreement, (iv) further inventions (whether or not patentable),
      discoveries, processes, methods, compositions, formulae, processes, works of
      authorship, mask works, designations, designs, formulated and unformulated
      know-how, ideas, copyrights, trade secret rights, mask work rights, trademark
      rights, procedures, protocols, software developments, source code, algorithms,
      techniques, results of experimentation and testing, information and data, works
      of authorship, mask works, designations, designs, ancillary know-how, ideas
      and
      information of any nature or kind, in any and all media, made or conceived
      or
      reduced to practice, in whole or in part, by Licensor or by Licensor employee
      or
      Licensor facilities which are derivative from any and all of the foregoing
      clauses (i) through (iii) hereinabove; and (v) any Improvements with respect
      to
      any and all of the foregoing clauses (i) through (iv) hereinabove.

    


    1.9
      Licensor Patents: The term “Licensor Patents” means (i) all patent applications
      hereafter filed, having legal force in any country within the Territory,
      embodying or produced through inventions conceived, discovered or reduced to
      practice, whether alone or with others, by Licensor, or any of his employees,
      or
      any of Licensor’s facilities or equipment, or any facilities or equipment
      Licensor controls, regarding or related to the Licensor Technology or Licensor
      Know-How, which claim an invention in which Licensor has an ownership or other
      interest during the Term of this Agreement, and (ii) all patents that in the
      future issue from the applications described in Annex A hereto, and (iii) all
      divisions, continuations, continuations-in-part which are directed to subject
      matter specifically described in the applications described in Annex A hereto,
      reissues, renewals, extensions or additions to any such applications, and any
      Improvements thereto upon which a patent application has been filed or a patent
      has issued.


    
      
        
        

      

      
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    1.10
      Licensor Technology: The term “Licensor Technology” means any and all material,
      notes, records, Improvements, developments, and trade secrets conceived, made
      by
      or discovered by Licensor in any capacity related, directly or indirectly,
      to
      the applications described in Annex A hereto. For purposes of clarity, the
      Licensor Technology excludes any and all intellectual property previously
      assigned, sold or transferred to a third party prior to the date of this
      Agreement as evidenced by license agreements made available to the Company
      for
      examination thereof. 

    


    1.11
      Territory: The term “Territory” means a territory consisting of the entire
      world.

    


    1.12
      Royalty Year: The “Royalty Year” shall be a twelve-month calendar year ending on
      December 31, except that the first Royalty Year, if the First Commercial Sale
      of
      Product should occur during the year, may be less than twelve
      months.

    


    2.
      Representations and Warranties 

    


    Each
      Party hereby represents and warrants to the other Party as follows:

    


    2.1
      Existence and Power. The Party hereto has the power and authority and the legal
      right to own and operate its property and assets, and to carry on its business
      as it is now being conducted. If the Party is a corporate Person, such Party
      is
      duly organized, validly existing and in good standing under the laws of the
      jurisdiction in which it is incorporated. 

    


    2.2
      Authorization and Enforcement of Obligations. Such Party (a) has the power
      and
      authority and the legal right to enter into this Agreement and to perform its
      obligations hereunder and (b) has taken all necessary action on its part to
      authorize the execution and delivery of this Agreement and the performance
      of
      its obligations hereunder. This Agreement has been duly executed and delivered
      on behalf of such Party and constitutes a legal, valid and binding obligation
      of
      such Party, enforceable against such Party in accordance with its
      terms.

    


    2.3
      No
      Consents. To the knowledge of such Party, all necessary consents, approvals
      and
      authorizations of all governmental authorities and other persons required to
      be
      obtained by such Party in connection with this Agreement have been
      obtained.

    


    2.4
      No
      Conflict. The execution and delivery of this Agreement and the performance
      of
      such Party's obligations hereunder do not conflict with or violate any
      requirement of applicable laws or regulations, and do not conflict with, or
      constitute a default under, any contractual obligation of such
      Party.

    


    2.5
      Licensor Representations and Warranties. Licensor furthermore hereby represents
      and warrants to Licensee as follows:

    


    (a)
      Right, Title and Interest in the Licensor Technology and Licensor Know-How.
      Licensor represents and warrants that (i) Licensor is the sole owner of, or
      has
      exclusive and irrevocable complete legal and equitable power of disposition
      over, the entire right, title, and interest in the Licensor Technology and
      Licensor Know-How, (ii) Licensor has the sole right to grant licenses
      thereunder, and (iii) the Licensor has not granted licenses thereunder to any
      other Person that would restrict rights granted to Licensee.


    
      
        
        

      

      
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    (b)
      Third
      Party Claims. No claim has been made by, and to the knowledge of Licensor,
      no
      claim is available to, any third party that any activity permitted by the
      licenses granted to Licensee pursuant to this Agreement constitutes an
      infringement of any right of any such third party anywhere in the world,
      including, without limitation, any right under any copyright, trademark, trade
      secret, patent, or other proprietary right of any such third party. For the
      purposes of this section 2.5, third party shall mean any person other than
      Licensor and Licensee and Licensee’s Affiliates.

    


    (c)
      Patent Documents. Licensor has provided Licensee with copies of all documents
      relevant to the validity or enforceability of the Licensor Patents, including,
      without limitation, copies of all patent searches and legal opinion letters
      relating to any patents included within the Licensor Patents and copies of
      all
      documents relating to any potential infringement of the Licensor
      Patents.

    


    3.
      License Grant

    


    3.1
      License Grant to Licensee. Licensor hereby grants to Licensee an exclusive
      and
      irrevocable worldwide license, including, without limitation, the right to
      grant
      any and all sublicenses at any time for any person on such terms as determined
      at the sole discretion of Licensee, under the Licensor Technology, Licensor
      Patents and Licensor Know-How, and all Improvements to Licensor Technology,
      Licensor Patents and Licensor Know-How, to develop, make, have made, use, sell,
      license, market and otherwise exploit Products in the Territory. For purposes
      of
      clarity, any and all revenues derived by the Licensor from sublicenses shall
      be
      within the scope of the Net Sales subject to payment of Royalties as provided
      herein. 

    


    3.2
      Technical Assistance. (a) Upon execution of this Agreement, Licensor shall
      disclose and make available to Licensee all any and all further information
      available to Licensor not previously disclosed to Licensee regarding the use
      of
      the Licensor Technology, Licensor Patents and Licensor Know-How.

    


    (b)
      During the Term of the Agreement, upon reasonable notice, Licensor without
      additional consideration (i) shall promptly provide any and all technical
      assistance regarding the Licensor Technology, Licensor Patents and Licensor
      Know-How as Licensee reasonably requests, (ii) shall promptly train and advise
      Licensee technical personnel as is deemed reasonably necessary by Licensee
      to
      provide the foregoing technical assistance, (iii) shall promptly disclose and
      make available to Licensee all information regarding the Licensor Technology,
      Licensor Patents and Licensor Know-How and (iv) shall promptly take any and
      all
      reasonable measures to safeguard and protect the Licensor Technology, Licensor
      Patents and Licensor Know-How, including, without limitation, to establish
      and
      maintain duplicate secure offsite copies of all such Licensor Technology,
      Licensor Patents and Licensor Know-How which may be accessed by Licensee
      personnel under password and/or vault protected facilities.

     

    3.3
      Copies of Sublicenses. Licensee shall upon reasonable request furnish to
      Licensor a copy of each sublicense agreement and each amendment thereto,
      provided, however, Licensee may redact such information as Licensee deems
      proprietary and confidential as determined at the sole and reasonable discretion
      of Licensee. Each such sublicense agreement or amendment shall constitute
      Confidential Information of Licensee.

    


    3.4
      Obligations of Sublicensees. Licensee agrees that any sublicenses granted by
      it
      shall contain provisions comparable to the provisions of this Agreement with
      respect to confidentiality and all other material terms and conditions of this
      Agreement which are reasonably necessary to protect the interests of Licensor
      under this Agreement.


    
      
        
        

      

      
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    3.5
      Limitation on Rights. The license granted hereunder shall not be construed
      to
      confer any rights upon Licensee by implication, estoppel or otherwise as to
      any
      technology not specifically licensed hereunder.

    


    3.6
      Patent and Registration Rights. Licensor expressly grants the right to Licensee
      to file patent applications with respect to any and all Licensor Know-How,
      Licensor Technology, and any and all future applications for patent and future
      patents (all such Licensor Know-How, Licensor Technology, and any and all
      patents which are derivative of Licensor Patents, collectively, the
“Derivative
      Patents”).
      Licensor hereby undertakes to assign to Licensee any and all such Derivative
      Patents which are under prosecution, application or issued in the name of
      Licensor as inventor, which shall become the sole property of Licensee for
      the
      duration of such patent. Licensor grants to Licensee the right to register
      any
      and all copyrights, trademarks and service marks which Licensee deems reasonable
      and necessary for purposes of commercialization of any and all Licensor
      Know-How, Licensor Technology, Improvements and Derivative Patents thereof.
      For
      purposes of the foregoing, Licensor hereby grants a limited power of attorney
      to
      Licensee for the purpose of taking any and all reasonable actions necessary
      to
      cause the prosecution of any and all such Derivative Patents and register any
      and all copyrights, trademarks and service marks at Licensee’s sole discretion
      and at Licensee’s sole cost and expense, in any and all jurisdictions worldwide
      and to cause the assignment to Licensee of any and all rights pertaining to
      derivative and ancillary Licensor Know-How and Licensor Technology obtained
      or
      further derived in connection with such Derivative Patents. The power of
      attorney is expressly coupled with an interest duly acknowledged hereby and
      shall survive for the duration of this Agreement. For purposes of clarity,
      any
      and all Derivative Patent applications: (i) shall mention Licensor as the
      inventor, (ii) shall ascribe ownership rights to the Licensee, and (iii) shall
      ascribe economic rights to the Licensee. 

    


    3.7
      Scope
      of Exclusive Rights. The rights granted to Licensee hereunder are exclusive
      and
      Licensee shall be the sole licensee of such rights during the Term of this
      Agreement. So long as Licensee’s rights remain effective under this Agreement,
      Licensor undertakes and agrees that it shall not use any part of the rights
      licensed to Licensee under this Agreement for commercial use in the licensed
      Territory for any commercial purpose outside of the scope of this Agreement
      or
      for the purpose of offering any service directed at any third party located
      in
      the licensed Territory, and in each case, shall not grant any license or
      sublicense to any third party for any reason whatsoever. 

    


    4.
      Royalty

    


    4.1
      Amount of Royalty: Licensee shall pay to Licensor, on a country-by-country,
      Product-by-Product basis, a royalty of five
      per mil (0.5%) of Net Sales
      of
      Product per Royalty Year (the “Royalties”). 

    


    4.2
      Payment: Licensee shall submit a payment to Licensor annually that is equal
      to
      the royalties due for that Royalty Year, less applicable withholding taxes
      and
      credits, except that Licensee shall reserve and hold back an amount equal to
      ten
      percent (10%) of the Royalties payment each Royalty Year (the “Royalty
      Reserve”)
      to
      account for warranties,
      returns,
      allowances, and write-offs of customer accounts. The Royalty Reserve, as
      adjusted for warranty costs, returns, allowances, and write-offs of customer
      accounts, will be paid with the following Royalty Year's Royalties payments.
      The
      Royalties payments to Licensor shall be made within twenty (20) days after
      completion of the audit of the consolidated financial statements of Licensee
      and
      its subsidiaries with respect to the end of each Royalty Year in which Net
      Sales
      occurred (the “Payment
      Due Date”).
      With
      each Royalties payment, Licensee shall submit to Licensor an itemized statement
      setting forth the amount of Net Sales during the Royalty Year and the royalties
      accrued. 


    
      
        
        

      

      
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    4.3
      Minimum Royalty. If, for any reason, commencing in Royalty Year two of this
      Agreement, the total amount of Royalties paid by Licensee to Licensor during
      any
      Term of this Agreement will not be equal to or greater than Euro 250,000.00
      (two
      hundred fifty thousand Euros), Licensee shall pay to Licensor the difference
      between the total amount of Royalties already paid with respect to such year
      during the Term and Euro 250,000.00 (two hundred and fifty thousand Euros)
      within twenty (20) days after the Payment Due Date. For purposes of clarity,
      the
      Minimum Royalty shall not apply to the first Royalty Year of this
      Agreement.

    


    4.4
      Offset Credits: In the event any Licensee sales attributable to Net Sales within
      one year after the date of determination for such Net Sales are, for any reason:
      (i) reversed and the proceeds attributable to such Net Sales are returned,
      reimbursed or credited to a customer of Licensee, or to a third party pursuant
      to court order or pursuant to written settlement agreement between Licensee
      and
      the customer, or (ii) in the event any accounts receivable for Net Sales become
      uncollectible or are written off with respect to which any Royalties were
      previously paid to Licensor, then any and all Royalties attributable to such
      Net
      Sales which have been previously paid to Licensor shall be subject to offset
      in
      respect of future Royalties payments due from Licensee to Licensor
      (“Offset
      Credits”).
      In
      the event the Offset Credits exceed the Royalty Reserve, Licensor shall within
      ninety (90) days pay Licensee the amount of such Offset Credits. 

    


    4.5
      Records: The books and records of Licensee which relate to the royalties under
      this Agreement shall be open for inspection by an independent accounting firm
      appointed by Licensor (subject to the consent of Licensee, such consent not
      to
      be unreasonably withheld or delayed) for the sole purpose of verifying Royalties
      payments during regular business hours at such place or places where such books
      and records are customarily kept and upon suitable written notice, but not
      more
      frequently than once each year. The relevant records shall be maintained by
      Licensee for a period of three (3) years after the expiration or termination
      of
      this Agreement. The cost of any such inspection shall be paid by Licensor.
      Any
      books and/or records received from Licensee during the course of any such
      inspection shall be kept confidential.

    


    5.
      Term
      and Termination

    


    5.1
      Term:
      The Term of this Agreement shall begin on the Effective Date, and unless sooner
      terminated by the parties as herein provided, shall continue in full force
      and
      effect for three (3) years (the “Initial
      Term”).
      Thereafter, the Agreement shall automatically renew for renewal terms of three
      years (each, a “Renewal
      Term”
and
      the
      Initial Term and Renewal Term as respectively in effect, a “Term”)
      each
      unless Licensee has provided written notice to Licensor of at least ninety
      (90)
      days before the start of such Renewal Term.

    


    5.2
      Termination:

    


    (a)
      By
      Mutual Agreement: the Parties may terminate this Agreement at any time by mutual
      written agreement.

    


    (b)
      For
      Breach: if either Party breaches this Agreement, the non-breaching Party, at
      its
      option, may terminate this Agreement, provided that the non-breaching Party
      has
      provided written notice to the breaching Party of the breach and the
      non-breaching Party's intention to terminate this Agreement, and the breaching
      Party has failed to cure its breach within ninety (90) days following the date
      such notice was received by the breaching Party.


    
      
        
        

      

      
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    (c)
      If
      either Party shall breach its obligations under this Agreement, such breaching
      Party shall be responsible to the other Party for all direct losses or damages
      caused by such breach, including without limitation lost profits suffered by
      the
      non-breaching Party after the lapse of the cure period. The Parties expressly
      agree that, in the event a Party violates, defaults or fails to perform any
      of
      its respective covenants, obligations, agreements, representations or warranties
      contained herein, in addition to Licensor’s right to terminate under Section
      5(b), full legal remedy shall remain available to the non-defaulting Party
      in
      such violation, default or failure, including the right to recover monetary
      damages or to secure such other relief appropriate to the circumstances,
      provided that no immaterial violation, default or failure to perform shall
      result in relief that unreasonably disrupts the operation of the business of
      Licensee or its Affiliates. 

    


    (d)
      Notwithstanding anything to the contrary herein, Licensee, at its sole
      discretion, may terminate this Agreement on the first anniversary of the date
      hereof if Licensee makes a determination that the rights licensed hereunder
      do
      not have sufficient commercial viability (the “Early Termination
      Determination”). Notice of any such termination shall be delivered in writing by
      Licensee to Licensor no later than ten (10) days after the first anniversary
      of
      this Agreement. In the event of such Early Termination Determination, all rights
      licensed to Licensee shall revert to Licensor and this Agreement shall terminate
      without recourse by either party. 

    


    6.
      Commercialization

    


    6.1
      Reasonable Efforts: Licensee by itself, or through its Affiliates or licensees,
      throughout the Term, shall use commercially reasonable efforts to proceed with
      the development and commercialization of Product, consistent with reasonable
      business practices and judgments, determined in each case at the reasonable
      and
      sole discretion of Licensee.

    


    7.
      Confidentiality

    


    (a)
      “Confidential Information” means any and all proprietary information, technical
      data, trade secrets or know-how provided by Licensee to Licensor, including,
      but
      not limited to Licensor Technology, Licensor Patents or Licensor Know-How,
      as
      well as any information, data, trade secrets or know-how developed by Licensor
      regarding the Product whether provided in written, oral, graphic, visual, video,
      computer or other form, including, but not limited to, research and product
      plans, products, services, customer lists and customers (including, but not
      limited to, customers of Licensee on whom Licensor called or with whom Licensor
      became acquainted), markets, developments, inventions, processes, formulas,
      technology, marketing, finances or other business information.

    


    (b)
      Licensor shall not use Confidential Information for any purpose whatsoever
      other
      than on behalf of Licensee, or disclose Confidential Information to any third
      party. Licensor agrees that Confidential Information shall remain the sole
      property of Licensee. Licensor further agrees to take all reasonable precautions
      to prevent any unauthorized disclosure of Confidential Information.
      Notwithstanding the above, Licensor's obligation under this Section 7.1 (b)
      relating to Confidential Information shall not apply to
      information:

    


    
      	 	
              (i)
                

            	
              which
                is already known to Licensor (other than under an obligation of
                confidentiality), at the time of disclosure by Licensee to the extent
                that
                Licensor has documentary evidence to that
                effect;

            


    

    
      	 	
              (ii)
                

            	
              which
                is generally available to the public or otherwise part of the public
                domain at the time of its disclosure to
                Licensor;

            


    

    
      	 	
              (iii)
                

            	
              which
                becomes generally available to the public or otherwise part of the
                public
                domain after its disclosure or development, as the case may be, and
                other
                than through any act or omission of Licensor in breach of Licensor's
                confidentiality obligations under this
                Agreement;

            


    


    
      
        
        

      

      
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              (iv)
                

            	
              which
                is subsequently lawfully disclosed to Licensor by a third party who
                had no
                obligation to Licensee not to disclose such information to
                others;

            


    

    
      	 	
              (v)
                

            	
              which
                is approved for release by Licensee in
                writing.

            


    

    


    (c)
      Licensor shall not improperly use or disclose any proprietary information or
      trade secrets of any former or current employer or other person or entity with
      which Licensor has an agreement or duty to keep in confidence information
      acquired by Licensor in confidence and that Licensor shall not bring onto the
      premises of Licensee any unpublished document or proprietary information
      belonging to such employer, person or entity unless consented to in writing
      by
      such employer, person or entity.

    


    (d)
      Licensor recognizes that Licensee has received and in the future will receive
      from third parties their confidential or proprietary information subject to
      a
      duty on Licensee's part to maintain the confidentiality of such information
      and
      to use it only for certain limited purposes. Licensor agrees that Licensor
      owes
      Licensee and such third parties a duty to hold all such confidential or
      proprietary information in the strictest confidence and not to disclose it
      to
      any person, firm or corporation or to use it except as necessary in carrying
      out
      the services for Licensee consistent with Licensee's agreement with such third
      party or to the extent necessary to comply with applicable laws, rules and
      regulatory compliance incumbent upon Licensee.

    


    (e)
      Upon
      the termination of the Agreement, or upon Licensee's earlier request, Licensor
      shall deliver to Licensee all of Licensee's property relating to, and all
      tangible embodiments of, Confidential Information in Licensor's possession
      or
      control.

    


    (f)
      Export Control. Both parties recognize that an export license must be obtained
      before certain controlled materials and information can be exported and the
      parties will make all reasonable efforts to obtain such license if required.
      Licensee will not transfer any technical information that it receives from
      Licensor or products made using such information to any country prohibited
      from
      obtaining such data by the U.S. Department of Commerce Export Administration
      Regulations without first obtaining a validated export license, and Licensee
      will otherwise comply with all export control laws and regulations of the United
      States. The
      parties will take reasonable steps to prevent any and all such U.S. controlled
      materials and information from being imported into the United States and take
      reasonable steps to prevent any U.S. Persons from coming into contact with
      technical details pertaining to any U.S. controlled materials and information.
      The
      parties agree to cooperate with each other, including, without limitation,
      providing required documentation, in order to obtain any necessary export
      licenses or exemptions therefrom. Each Party warrants that it will comply with
      all such applicable laws and regulations governing use, exportation and
      re-exportation in effect from time to time. 

    


    8.
      Enforcement.

    


    (a)
      Notice of Infringement. Licensee agrees to promptly notify Licensor in writing
      of any infringement or misappropriation of any of the Licensee licensed
      intellectual property hereunder to which Licensee or any sublicensee
      becomes
      aware and will provide Licensor with any and all evidence in its possession,
      if
      any, of such infringement or misappropriation. Licensor agrees to promptly
      notify Licensee in writing of any infringement or misappropriation of any of
      the
      Licensee Licensed Intellectual Property to which Licensor becomes aware and
      will
      provide Licensee with any and all evidence in its possession, if any, of such
      infringement or misappropriation. 


    
      
        
        

      

      
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    (b)
      Enforcement Action. In the event of any infringement or misappropriation of
      the
      intellectual property licensed to Licensee hereunder, Licensor will have the
      right to determine an appropriate course of action to enforce such Licensee
      licensed intellectual property or otherwise abate the infringement or
      misappropriation thereof, to take (or refrain from taking) appropriate action
      to
      enforce such Licensee licensed intellectual property, and, in the event that
      Licensor elects to take action, to control any litigation or other enforcement
      action, to enter into or permit the settlement of any such litigation or any
      other enforcement action with respect to such Licensee licensed intellectual
      property, and to recover and retain any monetary damages, settlement, royalties
      or other recovery arising from such litigation or other enforcement action.
      Licensee will use reasonable efforts to cooperate with Licensor at Licensor’s
      expense, in any litigation or enforcement action hereunder and Licensee will
      join as a party to any such litigation or other enforcement action as required
      by law at Licensor’s expense. Licensor shall indemnify and hold harmless
      Licensee against any and all losses arising out of or in relation to (i) any
      such cooperation given by Licensee to Licensor and (ii) Licensee joining as
      a
      party to such litigation or other enforcement action, which losses may include,
      without limitation, payment by Licensee of any third party legal costs as a
      result of Licensee joining as a party to such litigation or enforcement action.
      In the event that Licensor takes no action against such infringer or
      unauthorised user, within ninety days of the date on which it first learns
      of
      such misappropriation or infringement, then subject to Licensor’s consent (which
      shall not be unreasonably withheld), Licensee may take such action in the name
      of Licensor or in its own name, as it shall see fit and Licensor shall
      co-operate fully, at Licensee’s expense, with Licensee in respect thereof.
      Licensee shall be entitled to retain any monetary damages, settlement, royalties
      or other recovery, if any, recovered or obtained in any proceedings or action
      taken by Licensee at its own expense. 

    


    9.
      Miscellaneous

    


    9.1
      Notice: Any notices required or permitted to be given under this Agreement
      shall
      be deemed given if communicated in the English language and delivered to the
      Party to be notified at its address shown below or at such other address as
      may
      be furnished from time to time by the Party to be notified to the notifying
      Party in writing.

    


    If
      to
      Licensor, addressed to: 

    Riccardo
      Maggiora

    Via
      Bologna n. 39

    15048
      Valenza (AL)

    Italy

    


    If
      to
      Licensee, addressed to: 

    4C
      Controls Inc.

    Rockefeller
      Center

    1230
      Avenue of the Americas - 7th
      Floor

    New
      York,
      NY 10020

    Facsimile:
      +1 (917) 639-4005

    Attention:
      Corporate Secretary

    with
      a
      copy to : Wuersch & Gering LLP, 100 Wall Street, 21st
      Floor,
      New York, NY 10005.

    


    9.2
      Entire Agreement: This Agreement and the annexes hereto set forth the entire
      agreement and understanding between the parties regarding its subject matter,
      and supercedes and replaces any and all prior arrangements and understandings
      relating to such matters. None of the terms of this Agreement may be modified
      except as set forth in writing and signed by Licensor and
      Licensee.


    
      
        
        

      

      
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    9.3
      Amendments and Waiver: No amendment, modification or alteration of the terms
      or
      provisions of this Agreement will be binding unless the same is in writing
      and
      duly executed by each of the Parties hereto, except that any of the terms or
      provisions of this Agreement may be waived in writing at any time by the Party
      which is entitled to the benefits of such waived terms or provisions. No waiver
      of any of the provisions of this Agreement will be deemed to, or will,
      constitute a waiver of any other provision hereof (whether or not similar).
      No
      delay on the part of any Party to this Agreement in exercising any right, power
      or privilege hereunder will operate as a waiver thereof.

    


    9.4
      No
      Agency, Partnership, or Joint Venture: Nothing in this Agreement shall be deemed
      to make the parties partners, joint venturers, or agents of one another. No
      Party to this Agreement shall have the power to bind or obligate the other.
      Any
      engagement of Licensor by Licensee or its Affiliates in any and all capacities
      shall be separate and apart from this Agreement and shall have no force or
      effect with respect to the agreement of the Parties under this Agreement.


    


    9.5
      Governing Law and Dispute Resolution: This Agreement shall be governed by and
      construed in accordance with the laws of the State of New York, without giving
      effect to any choice of law or conflict of law provision or rule (whether New
      York or any other jurisdiction) that would cause the application of the laws
      of
      any jurisdiction other than New York. Any dispute, controversy or claim arising
      out of or relating to this contract, including the formation, interpretation,
      breach or termination thereof, including whether the claims asserted are
      arbitrable, shall be referred to and finally determined by arbitration
      administered by the American Arbitration Association in accordance with its
      International Arbitration Rules. The tribunal shall consist of a three (3)
      arbitrators. The place of arbitration shall be New York, New York. The
      arbitration shall be conducted in English. The arbitrators may grant any remedy
      or relief, including but not limited to specific performance. The prevailing
      Party in any such arbitration shall be entitled to recover its share of the
      arbitration costs, including but not limited to its attorneys’ fees and any
      other costs incurred in its representation, in proportion to such Party’s award.
      Judgment upon the award rendered by the arbitrators may be entered by any court
      having jurisdiction thereof. Notwithstanding the foregoing arbitration
      provisions above, each Party shall have the right to institute judicial
      proceedings against the other Party or anyone acting by, through or under such
      other Party in order to seek injunctive or other equitable relief in order
      to
      restrain an actual or threatened breach of this Agreement. The prevailing Party
      in any such legal action for injunctive or equitable relief shall be entitled,
      in addition to any other rights and remedies it may have, to reimbursement
      for
      its expenses, including court costs and reasonable attorneys' fees. With respect
      to any such legal action for injunctive or equitable relief, the courts located
      in the Borough of Manhattan in the City and State of New York shall have
      exclusive jurisdiction. The service of process or of any other papers with
      respect to such proceedings upon either Party by certified or registered mail
      in
      accordance with the provisions for notice herein shall for all purposes
      constitute good, proper and effective in personam service. 

    


    9.6
      Successors And Assigns : The terms and conditions of this Agreement will inure
      to the benefit of, and be binding upon, the respective successors and assigns
      of
      the Parties hereto. Licensee may assign or sublicense any and all rights
      hereunder at any time at its sole discretion subject to the terms and conditions
      herein. 

    


    9.7
      Third
      Party Beneficiaries. Nothing in this Agreement, express or implied, is intended
      to confer any rights or remedies hereunder on any Person other than Licensee
      or
      Licensor and their respective Affiliates or any of their respective successors
      and permitted assigns. 


    
      
        
        

      

      
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    9.8
      Severability: If any provision of this Agreement or the application of any
      such
      provision to any Person, Party or circumstance will be held invalid, illegal
      or
      unenforceable in any respect by a court of competent jurisdiction, such
      invalidity, illegality or unenforceability will not affect any other provision
      of this Agreement and this Agreement will remain in full force and effect and
      will be effectuated as if such illegal, invalid or unenforceable provision
      is
      not part thereof. 

    


    9.9
      Annexes: The Parties hereto acknowledge and agree that the Annexes attached
      hereto are an integral part of this Agreement, and are hereby incorporated
      by
      reference herein and made a part hereof. 

    


    9.10
      Section Headings: The headings of the articles, sections and paragraphs
      contained in this Agreement are inserted for convenience only and will not
      be
      deemed to constitute part of this Agreement or to affect the construction
      thereof. 

    


    9.11
      Construction: Licensor and Licensee each acknowledge that this Agreement has
      been prepared jointly by the Parties and shall not be construed against any
      Party as the draftsperson.

    


    9.12
      Language: This Agreement is written in the English language. Any other language
      version of this Agreement shall be for convenience purposes only and shall
      not
      affect the interpretation hereof. 

    


    9.13
      Further Assurances: Each Party shall do and execute, or arrange for the doing
      and executing of, each necessary act, document and thing to implement this
      Agreement, including without limitation executing and delivering and recording
      any license required by local law, with terms consistent with this Agreement
      to
      the extent permitted by such local law, in the relevant country or
      jurisdictions. 

    


    9.14
      Counterparts: This Agreement may be executed in two or more separate
      counterparts, each of which taken together shall have the same force and effect
      as one original and shall constitute an effective, binding agreement on the
      part
      of each of the undersigned.

    


    [Signature
      Page Follows]

    



    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first written above.

    


    
      	 	
              4C
                CONTROLS INC.

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	/s/
              Barbara S. Salz	 
	 	 	
              Name:
                Barbara S. Salz

            	 
	 	 	
              Title:
                Corporate Secretary

            	 
	 	 	 	 
	 	 	 	 
	 	
              RICCARDO
                MAGGIORA

            	 
	 	 	 	 
	 	 	 	 
	 	
              (Signature:)  
                /s/ Riccardo Maggiora

            	 
	 	
              Print
                Name: Riccardo Maggiora

            	 


    


    
      
        
        

      

      
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    Annex
      A

    


    1
      - Perimeter intrusion detection radars

    


    Description

    


    We
      will
      develop two radar systems for intrusion detection: the first, called more
      properly GUIDAR is based on ranging leaky coaxial cable sensors and creates
      a
      volumetric protection zone; the second is a high performances free-space RADAR
      and creates a virtual barrier. Both systems are designed to detect moving
      targets.

    


    The
      GUIDAR exploits the features of Ultra Wide Band (UWB) radar signal transmitted
      along a leaky coaxial cable and whose reflections, given by targets approaching
      the cable, are received by another leaky coaxial cable and then processed,
      detected, and classified by means of a complete and innovative Digital Signal
      Processing (DSP) system.

    The
      leaky
      coaxial double cable can be installed, buried or not, along a generic path
      and
      protect a cylindrical volume around the double cable with a diameter of about
      2
      m along its entire length. Each digital processing system, able to detect the
      position and size of any target, can manage up to hundreds of meters of cable.
      More digital processing systems can be networked using standard Ethernet and
      then connected to a central managing system. This technology is generally
      classified as active, volumetric, terrain following, all-weather, and immune
      to
      vegetation and blowing debris.

    


    We
      also
      developed a mono-static UWB electronic scanning radar (ESR) using a new antenna
      design and an advanced DSP system realizing a protection barrier. The processing
      unit is developed implementing a signal processing scheme able to precisely
      recognize the intruder radar cross section and position up to hundreds of meters
      distance from the antenna. More processing units can be networked using standard
      Ethernet and then connected to a central managing system. This technology is
      classified as active, volumetric, all-weather, ideal for low profile targets,
      and immune to vegetation and blowing debris.

    


    Advantages

    We
      will
      develop innovative cable geometry and innovative antennas that dramatically
      improve the performances of our systems in terms of ranging with respect to
      the
      existing products. Moreover we will adopt innovative UWB radar analysis software
      based on DSP architecture that permits us to reach very high detection
      capabilities and performances and to be highly resilient to the environment
      changes (nuisance).

    


    Applications

    These
      systems are ideal to protect military and operation plants, airports, borders,
      oil pipes, etc.


    
      
        
        

      

      
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    2
      - EMSEC (protection and eavesdropping)

    


    Description

    Electronic
      equipment can emit unintentional signals from which eavesdroppers may
      reconstruct processed data at some distance.

    


    We
      will
      develop a single pc/laptop active protection system based on the emission of
      correlated signals (innovative concept) that is intrinsically totally secure.
      Emitting a composite correlated protection signal the received spectrum is
      a non
      discernible mix of the signal to be protected and the protecting signal. This
      apparatus is low power, narrow band, impossible to violate and easy to be
      installed.

    


    We
      will
      develop a high performances (large distance and through the wall) eavesdropping
      system on video display unit based on state-of-the-art digital signal
      processing. The system is an all-digital system implementing a fast AD
      conversion and digital front-end. Channel equalization, automatic choice of
      spectral harmonic, automatic extraction of vertical and horizontal
      synchronizations, and digital image enhancement permit to reach unprecedented
      performances in terms of readability.

    


    Advantages

    A
      completely and totally new concept is applied to the protection system and
      a
      totally digital system will be developed for eavesdropping permitting to reach
      unprecedented performances.

    


    Application

    The
      protection system can be applied in military installations, in governmental
      buildings, during tactical operations, etc.


    
      
        
        

      

      
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    3
      - Real time positioning system

    


    Description

    Organizations
      need a system able to locate objects or people. A real time positioning system
      consists of a fixed infrastructure of base stations and associated hardware
      and
      software to enable accurate real-time tracking of small battery powered (active)
      tags, which can be attached to people or objects, within the area covered by
      the
      base stations infrastructure. Compared to Global Positioning Systems (GPS),
      this
      system provides greater accuracy (typically to a resolution of a few
      centimetres) and the ability to work in situations where GPS does not (such
      as
      inside buildings) and with very small devices (active tags) with very small
      batteries.

    The
      sensors in each base station are very sensitive detectors for the low power
      pulses emitted by the tags and can distinguish between reflections and directly
      received signals. Each sensor independently determines the azimuth and elevation
      directions of arrival of the incoming signals using special antenna array and
      signal analysis. Sensors do not need to have optical line of sight contact
      with
      the tags since the signals go through walls and other objects. An infrastructure
      of base stations can be installed and networked using standard Ethernet and
      then
      connected to a central management system.

    


    Advantages

    New
      sensor antennas will be developed with improved performances. Innovative signal
      processing techniques will improve range and precision. The main advantages
      of
      such technologies are: high precision, very good performance even in presence
      of
      obstacles or limited visibility, capability to work both outdoor and indoor,
      capability to work also with important metal obstacles using a suitable topology
      for the base stations, very high noise immunity, etc.

    


    Applications

    The
      system can be applied wherever is necessary to track in real time the position
      of people or objects, i.e. to associate the data from a bar code scanner with
      its position in a warehouse, to provide the position of a pallet of goods placed
      in a warehouse or a container in a storage area or airport, to automatically
      detect the proximity between objects, to determine if during an emergency
      procedure employees have all reached designated areas, etc.


    
      
        
        

      

      
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    4
      - Image processing codecs

    


    Description

    This
      system is constituted of an off-the-shelf electronic board based on digital
      signal processors running state-of-the-art image processing software algorithms
      (embedded system). It gets an input from any video camera (or radar, or
      eavesdropping system) and gives alarm and other outputs. It will perform the
      following content video analyses: motion detection, abandoned/removed
      object/vehicle detection, perimeter crossing detection, panic situation
      detection, people/vehicle counting and speed evaluation, PTZ camera tracking,
      plate recognition, behaviour analysis, face recognition.

    


    Advantages

    We
      are
      confident to reach incredible performances in terms of image resolution (> 1
      mega-pixel) and video rate (> 25 frames per second).

    


    Applications

    The
      system is ideal to protect military and operation plants, airports, borders,
      vip
      houses, highways, cities, etc.

    


    


    
      
        
        

      

      
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