**Exhibit 10.20**

 

**NON-EXCLUSIVE PATENT LICENSEAGREEMENT**

This Non-Exclusive Patent License Agreement (“thisAgreement”), made and entered into this 28th day of March, 2006 (the “Effective Date”), byand between Orion IP, LLC (“Licensor”), a limited liability company organizedunder the laws of the state of Delaware, and FP Technology Holdings, Inc., aDelaware corporation (“Licensee”) (each a “Party” and collectively the “Parties”).

**W I T N E S S E T H:**

**WHEREAS**, Licensor as of theEffective Date is the owner of certain patents and patent applications(collectively the “Patents”); and

**WHEREAS**, Licensor wishes togrant unto Licensee, and Licensee wishes to accept a non-exclusive licenseunder the Patents as specified in this Agreement;

**NOW, THEREFORE**, in considerationof the mutual covenants and agreements of the Parties contained herein, and forother good and valuable consideration the receipt and sufficiency of which arehereby acknowledged, it is hereby agreed as follows:

**1.****             Non-ExclusiveLicense of Patents**.  Licensorhereby grants to Licensee, for the Term (as defined in Section 9.1 of thisAgreement) (except to the extent terminated earlier pursuant to otherprovisions of this Agreement), a non-exclusive, royalty free, worldwide, nontransferable (except as otherwise provided in Section 10.1 of this Agreement),non-exclusive right and license under the Patents, without the right tosublicense, solely to make, use, sell, offer for sale, and import Licensee’sproducts and services, but solely in connection with Licensee’s own businessactivities as of the date hereof, and for no other purpose. The license setforth above only extends to methods practiced by Licensee and to the softwareof Licensee that is designed, built and sold by Licensee as its own product,under a brand name owned by Licensee, without any co-branding and does notextend to any third party.

**2.****             NoImplied Licenses**.  Except asexpressly set forth in this Agreement, Licensee has, and shall have, no otherrights in the Patents, or any rights in any other intellectual property ofLicensor. No rights or licenses are granted under any Patents except asexpressly provided herein, whether by implication, estoppel or otherwise.Without limiting the foregoing sentence no right to grant sublicenses is grantedunder the licenses set forth this Agreement (including to any third party).

**3.****             Markings**.  Licensee agrees to mark all productsutilizing any of the Patents with appropriate patent numbers as specified fromtime-to-time by Licensor.

**4.****             Prosecutionand Maintenance**.  Licensor shallhave the sole right (but not the obligation), at its expense, to prepare, file,prosecute and maintain the Patents. Licensee shall have no right to prepare,file, prosecute or maintain the Patents.

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**5.****             Licensing/ Enforcement**.  Licensor shallhave the sole right (but not the obligation), at its expense, to license and/orenforce the Patents. Licensee agrees to reasonably cooperate with Licensor,when so requested by Licensor, in connection with any such enforcement actions,all at Licensee’s expense. Licensee shall have no right to license or enforcethe Patents.

**6.****             Representationsand Warranties of Licensor**. Licensor represents and warrants to Licensee as follows:

**6.1          Corporate Organization**.  Licensor is a limited liability company dulyorganized, validly existing and in good standing under the laws of the State ofDelaware.

**6.2          Authorization**.  Licensor has full power and authority toenter into this Agreement and to grant the license contemplated hereby.  The execution and delivery of this Agreementand the consummation of the transactions contemplated hereby have been dulyauthorized by all necessary corporate actions on the part of Licensor. ThisAgreement constitutes a legal, valid and binding obligations of Licensor, enforceablein accordance with its terms.

**6.3          Approvals**.  No consent, approval, order or authorizationof, or registration, declaration or filing with, any governmental or regulatoryauthority or third party is required in connection with the execution or deliveryof this Agreement or the consummation of the transactions contemplated hereby.

**7.****             Representationsand Warranties of Licensee**. Licensee represents and warrants to Licensor as follows:

**7.1          Corporate Organization**.  Licensee is a corporation duly organized,validly existing and in good standing under the laws of the State of Delaware.

**7.2          Authorization**.  Licensee has full power and authority toenter into this Agreement and to carry out the transactions contemplatedhereby. The execution and delivery of this Agreement and the consummation ofthe transactions contemplated hereby have been duly authorized by all necessarycorporate actions on the part of Licensee. This Agreement constitutes a legal,valid and binding obligation of Licensee, enforceable in accordance with itsterms.

**7.3          Approvals**.  No consent, approval, order or authorizationof, or registration, declaration or filing with, any governmental or regulatoryauthority or third party is required in connection with the execution ordelivery of this Agreement or the consummation of the transactions contemplatedhereby.

**7.4          Use of License**.  Licensee, in connection with its utilizationof the license granted hereunder, will not violate any statute, law, rule orregulation, or any third party intellectual property or other rights.

**8.****             Disclaimerof Warranties; Limitation of Liability; Indemnification**

**8.1          Disclaimer of Warranties**.  EXCEPT AS EXPRESSLY SET FORTH IN THISAGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATION OR

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WARRANTY TO THE OTHER PARTY OF ANY KIND, EXPRESS ORIMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF VALIDITY, NON­INFRINGEMENT,MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

**8.2          Limitation of Liability**.  NEITHER PARTY WILL BE LIABLE TO THE OTHERPARTY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGESARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED, UNDER ANY THEORYOF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCHDAMAGES.

**8.3          Indemnification**.  Licensee shall indemnify, defend and holdLicensor harmless, from and against, any losses, claims, damages, liabilities,costs and expenses to the extent such losses, claims, damages, liabilities,costs and expenses relate to, arise out of or are attributable to Licensee’suse of the rights licensed hereunder or this Agreement, subject to theLimitation of Liability provisions set forth in Section 8.2 of this Agreement.

**9.****             Termination**.

**9.1          Term**.  This Agreement will commence on the EffectiveDate and continue with respect to each Patent until such patent is no longer inforce, unless otherwise terminated pursuant to Section 9.2 of this Agreement,or pursuant to Section 10.1 of this Agreement.

**9.2          Termination**.  Licensor shall have the right to terminatethis Agreement if Licensor determines that Licensee has materially breached anyprovision contained in this Agreement or any other written and executedagreement between the parties (including the Letter Agreement of even dateherewith to which Licensee and Licensor are parties (the “Letter Agreement”))and such breach is not cured within the earlier of ten (10) days following (i)delivery by Licensor to Licensee of written notice of any such breach and (ii)Licensee becoming aware (whether or not notified by Licensor) of any such breach(it being understood that Licensee is obligated to immediately advise Licensorin writing of any material breach of this Agreement or the Letter Agreement).Immediately upon any such termination, all license rights granted to Licenseepursuant to Section 1 of this Agreement shall be terminated, and Licensee shallhave no further rights in and to the Patents.

**10.****          GeneralProvisions**.

**10.1        Assignment**.  Neitherthis Agreement nor any right or obligation hereunder may be assigned ordelegated, in whole or part, directly or indirectly, by Licensee without theprior express written consent of Licensor, at Licensor’s sole discretion. Forpurposes of this Agreement (and without limiting the foregoing) any materialchange in the ownership, executive management, board of directors or control ofLicensee or Licensee’s parent corporation or corporations or other owner(directly or indirectly), shall be deemed to constitute an assignment. Anyassignment by Licensor shall be void, be deemed a material breach of this Agreementand result in the immediate termination of this Agreement.       This Agreement, and any right orobligation hereunder, shall be freely assignable by Licensor.

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**10.2        Notices**.  All notices and other communicationshereunder shall be in writing and shall be deemed given if delivered personallyor mailed by registered or certified mail (return receipt requested) to theparties at the following addresses (or at such other address for a party asshall be specified by like notice):
| If to the Licensor at:  Orion IP, LLC  207 C North Washington Avenue   Marshall, Texas 75670   Attention:              Managing  MemberFax:                         903-938-7404 | If to Licensee at:  FP Technology Holdings, Inc.   11 Civic Plaza Drive   Mankato, MN  Attention:              C.E.O.Fax:         (507) 388 0405 |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

**10.3        Miscellaneous**.  This Agreement embodies the entireunderstanding of the parties with respect to the subject matter hereof, andmerges all prior agreements, discussions or contemporaneous agreements andunderstandings, both written and oral, among or between them, and neither ofthe parties shall be bound by any conditions, definitions, warranties,understandings, or representations with respect to the subject matter hereofother than as expressly provided herein and as provided in the LetterAgreement. No oral explanation or oral information by either party hereto shallalter the meaning or interpretation of this Agreement. This Agreement shall begoverned by the laws of the State of Texas without reference or regard to anychoice of law provisions and this Agreement may only be amended in writing.This Agreement may be executed in two or more counterparts, each of which shallbe deemed an original, but all of which together shall constitute one and thesame agreement. The parties agree (a) to exclusively request that all disputesand litigation relating to this Agreement and/or matters connected with itsperformance be subject to the exclusive jurisdiction of the federal and statecourts located in the State of Texas, Harrison County and (b) to exclusivelysubmit any disputes, matters of interpretation, or enforcement actions arisingwith respect to the subject matter of this Agreement exclusively to thesecourts. The Parties hereby waive any challenge to the jurisdiction or venue ofthese courts over these matters.

**10.4        Headings**.  The headings of the articles and sections ofthis Agreement are inserted for convenience only and shall not constitute apart hereof.

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**IN WITNESS WHEREOF**,the parties hereto have caused this Agreement to be duly executed as of the dayand year first above written.

 
| ** ** | **FP TECHNOLOGY HOLDINGS, INC.** |
|------------|----------------------------------|
| ** ** | ** **                       |
| ** ** | ** **                       |
|       | By:                              | /s/ William  Santo |
|       |                             | Name: | William Santo |
|       |                             | Title: CEO |
|       |                             |
|       |                             |
| ** ** | **ORION  IP, LLC**               |
| ** ** | ** **                       |
|       | By:                              | /s/ Erich  Spangenberg |
|       |                             | Name: Erich  Spangenberg |
|       |                             | Title: Managing  Member |
|            |                                  |  |  |  |  |

 

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