**Exhibit
      10.1**





**License****Agreement**





Agreement
      dated as of the 9th day of November 2007, by and between the State Scientific
      Corporation “Kiev Institute o f
      Automation” (GNPK”KIA”), and Ultitek, Ltd., a corporation organized in the State
      of Nevada, United States of America, with an office at 560 Sylvan Avenue,
      Englewood Cliffs (“ULTITEK”).





WHEREAS,
      ULTITEK has computerized airline reservation system, and has or will improve
      and
      modify the software, and has added or will add certain accounting and
      distribution programs so that together the modified software now provides or
      shall provide an airline reservations system, a global distribution system,
      and
      an airlines operations system (together the “System”); and





WHEREAS,
      ULTITEK is still and will continue developing the System; and





WHEREAS,
      GNPK»KIA» wishes to set up a national reservation system for use by Ukrainian
      airlines and non-Ukrainian airlines; and





WHEREAS,
      GNPK»KIA» is interested in acquiring a license to utilize this System and to
      lease all necessary hardware and is willing to act as a Beta test center;
      and





WHEREAS,
      GNPK»KIA» also seeks to market and sublicense the system and is willing to pay
      ULTITEK a fee for this privilege; and





WHEREAS,
      the parties wish to enter into a formal agreement to govern the license of,
      and
      payment for the System;





WHEREAS,
      ULTITEK is willing to provide certain installation and support services to
      assist in the installation of the System and in training GNPK»KIA»'s employees
      in the use thereof subject to the terms hereof.





NOW,
      THEREFORE, in consideration of the mutual promises contained herein and other
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, and intending to be legally bound hereby, the parties hereto
      agree
      as follows:




1.0 The
          System





1.01  The
      System shall consist of certain hardware (to be selected by ULTITEK with
      GNPK»KIA»’s approval) and software providing an Internet based Computer
      Reservation System (CRS), Global Distribution System (GDS) and Airlines
      Operations System (AOS) with the functions as listed in Exhibit A.





1.02  System
      Development Timetable is annexed hereto as Exhibit B.


1


2.0  Non-exclusive
      License





2.01.  ULTITEK
      hereby grants, and GNPK»KIA» hereby accepts, a nontransferable, and
      non-exclusive license to use the System and all related documentation during
      the
      term of this Agreement under the price and terms specified in this Agreement.
      GNPK»KIA» understands that this license does not grant it any ownership right,
      title, or other interest, or any security interest in any intellectual property
      rights relating to the System, nor in any copy or any part of the System, other
      than as specifically provided herein.





2.02  ULTITEK
      also grants, and GNPK»KIA» accepts, a nontransferable, and non-exclusive license
      to copy, market and distribute the System in object code form only and only
      for
      use with hardware approved in writing for that purpose by ULTITEK, and to
      sublicense the System for that use, subject to the following:





(a)  GNPK»KIA»
      will make all reports and payments to ULTITEK as provided in this
      License.





(b)  Copies
      of
      the System may be distributed to end-users only if they have executed written
      end-user sublicense agreements with GNPK»KIA», which agreements are subject to
      the prior written approval of ULTITEK. Each written sublicense agreement will
      provide substantially the same protection of ULTITEK’s interests in the System.
      A copy of each and every approved sublicense shall be sent to ULTITEK.





(c)  GNPK»KIA»
      may copy for distribution to its sublicensees the user documentation.





(d)  GNPK»KIA»
      agrees to include version, release and serial numbers embedded in the object
      code for each copy of each Software Product it produces, as instructed by
      ULTITEK or as mutually agreed.





(e)  GNPK»KIA»
      will include copies of a notice regarding proprietary rights approved in writing
      by ULTITEK in all copies of the Software that GNPK»KIA» distributes: (i)
      embedded in the object code; (ii) on the title page of all documentation; (iii)
      on labels attached to tape reels, diskettes and other recording media; (iv)
      on
      the covers for tape reels, diskettes and other recording media; and (v) on
      covers and binders for all documentation. GNPK»KIA»’s performance of this
      obligation is a condition of ULTITEK’s authorization of GNPK»KIA»’s distribution
      of copies of the System.





2.03  Any
      rights not expressly granted herein shall be reserved for ULTITEK. GNPK»KIA»
shall not have any other rights, except as specifically authorized
      herein.





2.04  Source
      code or other information pertaining to the logic design of the System is
      specifically excluded from the license granted hereunder.





2




2.05  GNPK»KIA»'s
      use of the System shall include identification of all applications by the then
      current name under which ULTITEK markets the System, so that all users are
      able
      to identify the System by such name.





2.06  The
      parties will determine whether any modifications need to be made to the System
      prior to use thereof. Any modifications made by GNPK»KIA» shall become the
      property of ULTITEK.





2.07  This
      License is contingent on ULTITEK’s ability to obtain financing to purchase and
      further develop the System, and in the event ULTITEK is unable to secure
      adequate financing or for any reason the payment mechanism contemplated herein
      cannot be put into place, this Agreement shall become null and
      void.





3.0  ULTITEK’s
      Services




3.01  ULTITEK
      shall provide training and installation services in support of the installation
      of the System.





3.02  ULTITEK
      shall provide normal and reasonable maintenance of the System.





3.03  GNPK»KIA»
      agrees to accept all upgrades in the System, as soon as ready for
      installation.





4.0  Proprietary
      Rights and Restrictions on Use


4.01  GNPK»KIA»
      recognizes that the System and all related information, including but not
      limited to any and all databases (except databases of GNPK»KIA»), updates,
      improvements, modifications, enhancements, and information related to
      installation of the System at the offices of GNPK»KIA», are proprietary, and
      that all rights thereto, including copyright, are owned by ULTITEK. GNPK»KIA»
further acknowledges being advised that the System, including updates,
      improvements, modifications, enhancements, and information related to
      installation, constitutes a TRADE SECRET of ULTITEK, is protected by law, and
      by
      the law of patent and copyright, is valuable and confidential to ULTITEK, and
      that its use and disclosure must be carefully and continuously controlled.
      GNPK»KIA» agrees that the terms of this Agreement shall not be disclosed by
      GNPK»KIA» to third parties without ULTITEK's prior written consent.





4.02  ULTITEK
      shall at all times retain title to all the System and all related information,
      including all updates, improvements, modifications and enhancements, furnished
      to GNPK»KIA» hereunder.





4.03  GNPK»KIA»
      shall keep each and every item of System and all related information including
      any and all updates, improvements, modifications and enhancements free and
      clear
      of any and all claims, liens, and encumbrances attributable to the use or
      possession of the System by GNPK»KIA». Any act of GNPK»KIA», whether voluntary
      or involuntary, purporting to create a claim or encumbrance on any such item
      shall be void.





3




4.04  The
      System supplied by ULTITEK hereunder is to be used only by GNPK»KIA» and its
      airline customers only for the purposes specified in this Agreement. ULTITEK
      shall not be obligated to supply, purchase or lease to any sublicensee any
      hardware or other equipment.





4.05  GNPK»KIA»
      shall treat the System and all related information including any and all
      updates, improvements, modifications and enhancements as confidential and
      proprietary, and shall protect it in the same manner that it protects the
      confidentiality of its own most highly confidential proprietary information.
      In
      perpetuity, GNPK»KIA» shall not: (i) copy or duplicate, or permit anyone else to
      copy or duplicate, any of the System, whether such System is in written,
      magnetic or any other form, except pursuant to reasonable backup procedures,
      or
      for use in Sites or applications pursuant to this Agreement, nor; (ii) provide
      or make the System available to any person or entity other than employees or
      agents of GNPK»KIA» who have a need to know consistent with GNPK»KIA»'s use
      thereof under this Agreement, nor; (iii) create or attempt to create, or permit
      others to create or attempt to create, by disassembling, reverse engineering
      or
      otherwise, the source programs or any part thereof from the object program
      or
      from other information (whether oral, written, tangible or intangible) made
      available to GNPK»KIA» under this Agreement, nor; (iv) copy for its own use or
      the use of others operator manuals, system reference guides, training materials
      and other user-oriented materials without the prior written consent of ULTITEK.
      Any copies of the System or any written materials provided with the System
      shall
      be kept in a secure place, under access and use restrictions satisfactory to
      ULTITEK. This provision shall survive the termination of this
      Agreement.





4.06  GNPK»KIA»
      agrees to notify ULTITEK forthwith if it obtains information as to any
      unauthorized possession, use or disclosure of any item of System by any person
      or entity, and further agrees to cooperate with ULTITEK at ULTITEK's expense,
      in
      protecting ULTITEK's proprietary rights.





5.0 Term





5.01  GNPK»KIA»
      acknowledges the high cost of the development of the System and that the only
      way to recoup these costs is to enter into long term agreements. ULTITEK
      acknowledges that once the System is in place, it will be very difficult and
      costly for GNPK»KIA» to replace the System is in place, it will be very
      difficult and costly for GNPK»KIA» to replace the System. Therefore, the parties
      agree that the initial term of this Agreement shall be five years from the
      date
      of execution of this Agreement.





5.02  Upon
      expiration, the Parties agree to continue this Agreement and shall not terminate
      this Agreement unless there is an objectively commercially valid reason why
      this
      Agreement must be terminated and cannot instead be modified or amended. In
      such
      respect, the parties agree to negotiate in good faith modifications and
      amendments as reasonably necessary, and in the event that termination is
      necessary, either party will give the other party not less than three (3) years
      (1095 days) prior written notice of termination. Until this Agreement is
      actually terminated, the parties shall fulfill their obligations.





4




6.0  Fees
      and
      Payments





6.01





***[This
      section has been omitted and filed separately with the United States Securities
      and Exchange Commission.]***





***************OMITTED
      FOR CONFIDENTIALITY PURPOSES**************





6.02  GNPK»KIA»
      shall pay as a fee for the license to copy, market and distribute the System,
      thirty percent (30%) of all gross revenue (converted into U.S. Dollars based
      on
      the current exchange rate of the National Bank of Ukraine) actually received
      by
      GNPK»KIA» from the copying, marketing and distribution of the System to other
      parties outside of the Ukraine, who are not currently customers of GNPK»KIA» (as
      listed on Exhibit C, and annexed hereto).





6.03  If
      there
      are any additional services requested by GNPK»KIA», or additional services must
      be performed due to GNPK»KIA»’s negligence, these services shall be provided at
      the rates specified in Exhibit D (which rates are in U.S. Dollars). These
      billing rates are fixed for twelve (12) months from date of this Agreement.
      Thereafter these rates can be changed on sixty (60) days written notice to
      GNPK»KIA», with the understanding that these rates will remain in effect for at
      least a twelve (12) month period. Under no circumstances, will any increase
      exceed twenty percent (20%) over the prior existing rates. Where travel and
      lodging costs are incurred in the course of training, installation, and/or
      support work for GNPK»KIA», such costs shall be in addition to all other
      fees.





6.04  The
      parties agree that all financial transactions between the parties shall be
      in
      U.S. Dollars.





7.0  Improvements
      and Enhancements


7.01  ULTITEK
      is, and shall be, the sole owner of all inventions, discoveries, updates,
      improvements, modifications and enhancements relating to the System, whether
      in
      written or unwritten form and whether developed by ULTITEK or GNPK»KIA». ULTITEK
      shall retain the exclusive right to reproduce, publish, patent, copyright,
      sell,
      license or otherwise make use of such inventions, discoveries, updates,
      improvements, modifications or enhancements.





7.02  So
      long
      as GNPK»KIA» is current in payment of all fees, ULTITEK agrees to provide, at no
      additional charge, updates to the System not later than thirty (30) days after
      ULTITEK first makes same available on a formal basis to all of its
      licensees.





8.0  Warranties





8.01  Any
      and
      all warranties provided herein are to GNPK»KIA» only and not to any other party,
      including sublicensees.





8.02  ULTITEK
      warrants that, to the best of its knowledge, it is either the sole owner of
      the
      System or has the right to sublicense the System and that there are no known
      infringements or claims of infringement with respect to the patent, copyright
      or
      other proprietary rights of third parties.





5




8.03  (1)
      At
      its own expense, ULTITEK shall defend, or at its option settle, any claim,
      suit,
      or proceeding brought against GNPK»KIA» by a third party (other than an
      affiliate of GNPK»KIA») alleging that any portion of the System infringes any
      patent, copyright, trade secret or other proprietary right of such third party.


(2)
      ULTITEK's obligations under subsection (1) above are expressly conditioned
      upon
      and subject to ULTITEK having sole control of the defense and/or settlement
      of
      such Infringement Claim.


(3)
      ULTITEK shall have no obligation to GNPK»KIA» with respect to any Infringement
      Claim if such Infringement Claim is based upon (i) GNPK»KIA»'s use of the System
      in a manner not expressly authorized by this Agreement, or (ii) the use of
      any
      version of the System other than the most recent version of the System supplied
      by ULTITEK to GNPK»KIA».





8.04  ULTITEK
      warrants to GNPK»KIA» only that the System shall substantially conform in all
      material respects, as to all operational features, to ULTITEK's current
      specifications as published in ULTITEK's documentation for the
      System.




8.05
      ULTITEK shall pass through to GNPK»KIA» any and all warranties that the
      manufacturer of the hardware and operating system provides. At the conclusion
      of
      said warranties, GNPK»KIA» shall enter into a maintenance agreement with the
      local representative of the manufacturer to continue to maintain the hardware
      and operating system. ULTITEK warrants and represents that the System will
      perform according to ULTITEK’s specifications. In the event GNPK»KIA» detects
      any malfunctioning in the ULTITEK application software, it shall notify ULTITEK
      within twenty-four (24) hours. ULTITEK shall commence corrective action
      immediately, but not later than twenty-four (24) hours of such notice, and
      shall
      correct said malfunctioning as soon as reasonably practicable in accordance
      with
      standard international business practices. If at any time the System is not
      in
      working order, ULTITEK, in its sole discretion, shall allow GNPK»KIA» to use
      ULTITEK’s system or a comparable system as a “backup system” by switching
      Internet channels or by switching to another hardware system. This warranty
      is
      conditioned on GNPK»KIA» following ULTITEK’s instructions and shall remain in
      effect as long as this Agreement is in effect.


THE
      WARRANTIES SET FORTH IN THIS SECTION ARE IN LIEU OF ALL OTHER REPRESENTATIONS
      AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY
      AND
      FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER STATUTORY OR COMMON-LAW WARRANTY.
      ULTITEK HEREBY EXPRESSLY DISCLAIMS AND EXCLUDES ANY AND ALL SUCH OTHER
      REPRESENTATIONS AND WARRANTIES. LIABILITY OF ULTITEK TO GNPK»KIA», IF ANY, FOR
      BREACH OF WARRANTY ARISING OUT OF CONTRACT, NEGLIGENCE OR STRICT LIABILITY
      IN
      TORT, OR ANY OTHER CLAIM RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE
      TOTAL AMOUNT RECEIVED DIRECTLY FROM GNPK»KIA». IN NO EVENT SHALL ULTITEK BE
      LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF BUSINESS OR PROFITS,
      SPECIAL OR INDIRECT DAMAGES OF ANY NATURE WHATSOEVER.





6




9.0  Relationship





9.01  In
      order
      to permit ULTITEK to execute its obligations under the terms hereof, GNPK»KIA»
will permit ULTITEK to have reasonable access to GNPK»KIA»'s premises, computer
      data, computers, and other materials necessary to the performance of this
      Agreement. ULTITEK agrees that it will keep confidential and never divulge
      any
      knowledge or information not in the public domain which is furnished to it
      by
      GNPK»KIA» or of which ULTITEK becomes aware as a result of visiting the premises
      of GNPK»KIA».





9.02  Each
      of
      ULTITEK and GNPK»KIA» will be and shall act as an independent contractor and not
      as an agent or partner of, or joint venture with the other party for any purpose
      and neither party by virtue of this Agreement shall have any right, power,
      or
      authority to act or create any obligation, express or implied, on behalf of
      the
      other party.




9.03  Except
      as
      otherwise provided herein, or as may hereafter be established by an agreement
      in
      writing executed by the parties hereto, all expenses incurred by each party
      in
      performing its obligations hereunder shall be borne by the party incurring
      the
      expense.





9.04  In
      the
      event of termination by reason of the GNPK»KIA»'s failure to comply with any
      provision of this Agreement, or upon any act which shall give rise to ULTITEK's
      right to terminate, ULTITEK shall have the right, at any time, to terminate
      the
      license and take immediate possession of the System and documentation and all
      copies wherever located, without demand or notice. Within thirty (30) days
      after
      termination of the license, GNPK»KIA» will return to ULTITEK the System in the
      form provided by ULTITEK or as modified by the GNPK»KIA», or upon request by
      ULTITEK destroy the System and all copies, and certify in writing that they
      have
      been destroyed. Termination under this paragraph shall not relieve GNPK»KIA» of
      its obligations regarding confidentiality contained in this
      Agreement.




9.05
            ULTITEK
                may assign this License to the surviving entity in a merger or
                consolidation in which it participates or to a purchaser of all or
                substantially all of its assets or capital stock. GNPK»KIA» may not assign
                this License to anyone without the prior written consent of ULTITEK.





10.0
            Arbitration





10.01
      The
      parties agree to submit disputes between them relating to this License and
      its
      formation, breach, performance, interpretation and application shall be finally
      settled under the Rules of Arbitration of the International Chamber of Commerce
      by one or more arbitrators appointed in accordance with the said
      Rules.





10.02  ULTITEK
      will not be required to arbitrate any dispute relating to actual or threatened
      unauthorized use or disclosure of confidential information or the System or
      violation of ULTITEK’s proprietary rights in the System.





7




11.0  Miscellaneous.





11.01  This
      License may be amended or supplemented only by a writing signed on behalf of
      both parties. No purchase order, invoice, or similar form will amend this
      License even if accepted by the receiving party in writing.





11.02  No
      waiver
      will be implied from conduct or failure to enforce rights. No waiver will be
      effective unless in a writing signed on behalf of the party claimed to have
      waived.





11.03  Neither
      party will have the right to claim damages or to terminate this License as
      a
      result of the other’s failure or delay in performance due to circumstances
      beyond its reasonable control, such as labor disputes, strikes, lockouts,
      shortages of or inability to obtain labor, fuel, raw materials or supplies,
      war,
      riot, insurrection, epidemic, or act of God, not the fault of the nonperforming
      party.





11.04  If
      any
      part of this License is found invalid or unenforceable, it will be enforced
      to
      the maximum extent permitted by law, and other parts of this License will remain
      in force.





11.05  This
      License represents the entire agreement between the parties relating to the
      System and supersedes all prior representations, discussions, negotiations
      and
      agreements, whether written or oral. This License consists of the business
      terms, these terms and conditions.





11.06  All
      notices, reports, requests and other communications required or permitted
      hereunder must be in writing. They will be deemed given when: (i) delivered
      personally, (ii) sent by telex, (iii) sent by commercial overnight courier
      with
      written verification of receipt, or (iv) sent by registered or certified mail,
      postage prepaid—in each case to the receiving party’s Initial Address for Notice
      set forth above or to any other address that the receiving party may have
      provided for purposes of notice by notice hereunder.





The
      parties have caused this Agreement to be executed as of the date first above
      written.





**ULTITEK,
      Ltd.**


**By:**
              /s/
                  Roman Price**Roman
                  Price,
                  President**


**STATE
      SCIENTIFIC CORPORATION “KIEV INSTITUTE O** **F
      AUTOMATION”**


**By:**
              /s/
                  Alexander F. Nikulin**Alexander
                  F. Nikulin, General
                  Director**


8


**Exhibit
      A**





**System
      Functions**





-Complete
      Accounting System including but not limited to:


-
      Accounts payable, accounts receivable, general ledger;


-
      Inventory control – seats;


-
      Inventory control – spare parts and other miscellaneous
      components;


-
      Maintenance;


-
      Fixed
      assets;


-
      Purchasing;


-
      Inter
      airline clearing facility;


-
      Airplane equipment inventory;


-
      Miscellaneous supplies and logistics;


-
      Travel
      agency access system;


-
      Reservations, sales and ticketing;


-
      Internet reservation;


-
      Multilingual features (English, Russian), (other languages
      later-on);


-
      Charter
      flights control;


9


**Exhibit
      B**





**System
      Development Timetable**





Year
      2008- Fourth Quarter


-
      Begin
      Beta test installation at GNPK»KIA» site





Year
      2009- First Quarter


-
      Commence Beta test operation at GNPK»KIA» site





Year
      2009- Third Quarter


-
      Deliver
      Release 1 of Computer Reservation System to GNPK»KIA»


-
      Conduct
      additional training for GNPK»KIA»





Year
      2009 – Fourth Quarter


-
      Deliver
      Global Delivery System capabilities to GNPK»KIA»


10


**Exhibit
      D**





**ULTITEK’s
      Tariffs**





**Time
      and Material** projects
      will billed $225.00 per hour with a 4 hour minimum per day at the customer
      location and a 2 hour minimum at ULTITEK’s location. Overtime, over 8 hours per
      day per employee, will be billed @ 150% of the standard hourly
      rate.





**Travel
      time:**





**Local
      travel** **:** Travel
      time to/from customers located more than 30 miles from the office will be
      charged at 50% of the standard hourly rate.


**Domestic
      travel:** **** 1
      to 2
      days of travel time will be added to the travel expense invoice and will be
      charged at 50% of the standard hourly rate.


**Foreign
      travel:** 2 to 3
      days of travel time will be added to the travel expense invoice and will be
      charged at 50% of the standard hourly rate.


**Wiring:**





$200.00
      for each cable run (for up to 100 feet in length) inside the drywall and drop
      ceiling, on a single floor including termination on both ends.


Each
      additional 10 feet: $15.00. Multiple floor installations will be charged an
      extra 15%. Complicated jobs will be quoted separately. The minimum charge is
      for
      3 cable runs for local customers and 2 days min. charge for out of town
      customers.





**Installation** of
      any
      additional equipment will be charged on a Time and Material basis.





**Actual
      expenses,** as
      described below, will be billed to the customer as they occur.





**Local
      travel:**




The
          company policy: each employee must use a vehicle for
          transportation.
 Customers
          are to reimburse for parking and tolls incurred.


Customers
      located more than 30 miles from our office will be billed for mileage at $0.33
      per mile or whatever permitted by IRS.





**Foreign
      and domestic travel:** ****




Airline
      tickets: Business Class or First class, if business class is not
      available.


Car
      will
      be rented for each two employees (Avis, Hertz or equivalent).


Lodging:
      1 standard room per employee at a major chain hotel, such as, Sheraton, Hilton,
      Marriott or equivalent.


Ground
      transportation to and from airport or an airport parking.




11




Meals,
      not to exceed $150.00 per person a day.





**Terms:**





The
      invoices will include a “Statement of Work Performed” and will be mailed during
      the first week of the following month for the previous month.


**The
      terms are: Net 15 days** .
      Hardware purchases and fixed price projects require a deposit, balance due
      will
      vary from COD to net 15, according to circumstances. For large projects and
      hardware purchases deposits and progress payments may be required. Expense
      invoices are COD or prepaid. Invoices must be paid on-time. If a customer is
      seriously overdue, we reserve the right to decline to perform additional
      services.





Overdue
      invoices are subject to a late charge of **$250.00**  **plus**  **1.5%** interest per month from the first date of the work performed on the “Statement
      of Work Performed”, delivery date of the product or beginning of a maintenance
      period.


12