Filed by sedaredgar.com - Arise Technologies Inc. - Exhibit 10.6






TECHNOLOGY LICENCING AND SUPPORT AGREEMENT 

TABLE OF CONTENT 

	  	  
	  	  
	SECTION
      I. DEFINITIONS 	2
      
	SECTION
      2. SCOPE 	2
      
	SECTION
      3. FEES AND INVOICING 	2
      
	SECTION
      4. PAYMENT TERMS AND APPLICABLE TAX 	3
      
	SECTION
      5. TERM AND TERMINATION 	4
      
	SECTION
      6. CONFIDENTIAL INFORMATION 	4
      
	SECTION
      7. TRADEMARKS, TRADE NAMES AND PRODUCT NAMES 	5
      
	SECTION
      8. INDEMNIFICATION 	5
      
	SECTION
      9. WARRANTIES 	5
      
	SECTION
      10. APPLICABLE LAW, ARBITRATION AND MEDIATION 	6
      
	SECTION
      11. GENERAL 	6
      
	SECTION
      12. GRANTS OF KREB LICENSE TO LICENSEE 	9
      
	SECTION
      13. ESCROW 	9
      
	SECTION
      14. INSPECTION RIGHTS 	9
      
	SECTION
      15. KREB DESCRIPTION 	9
      
	SECTION
      16 GRANTS OF KPL LICENSE TO LICENSEE 	10
      
	SECTION
      17. KPL OWNERSHIP AND CONFIDENTIALITY 	10
      
	SECTION
      18. KPL AND KPL SOURCE CODE DESCRIPTION 	10
      
	SECTION
      19. KIDE LICENSE GRANT 	11
      
	SECTION
      20. ECLIPSE PUBLIC LICENSE AND SUPPORT 	11
      
	SECTION
      21. SUPPORT AND MAINTENANCE SCOPE 	 12
      
	SECTION
      22. ORGANIZATION OF WORK 	12
      
	SECTION
      23. APPENDIX 1 -KALEIDO INTEGRATED DEVELOPMENT ENVIRONMENT (KIDE) CUSTOMER
      LICENCE AGREEMENT (THE "AGREEMENT") 	14
      


THIS AGREEMENT (hereinafter called "this
Agreement") for software licensing is made and entered into as of this 28th
day of March 2008 by and between Digital Airways, having principal offices
at 5, place Jean Siard, 61200 Argentan, France,' hereafter called the
"Licensor", and Arise Technologies, having principal offices at SF., No.263,
Sec. I, Dunhua South Rd., Taipei City 106, Taiwan (R.O.C.), hereafter called the
"Licensee". 

WITNESSETH: 

WHEREAS Licensor develops and commercially distributes the
following products: I) Kaleido Runtime, hereafter called "KREB", a Man Machine
Interface engine, 2) Kaleido IDE, hereafter called "KIDE", and integrated
development environment, and 3) KaIeido Phone Library, hereafter called "KPL", a
MMI software reference design. KREB, KIDE, and KPL are hereinafter collectively
called "the Software"; 

WHEREAS Licensee develops and commercially distributes
solutions for the mobile and home consumer markets, hereafter called "the Target
Application(s)"; 

WHEREAS Licensee wishes to license KREB, KIDE, and KPL in order
to use them to create and commercially distribute derivative products; 

WHEREAS Licensee wishes that Licensor provide support and
maintenance services to Licensee for KREB and KIDE; 

NOW, THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the parties agree as follows: 

 

Technology Licensing and Support Agreement Page
1of 15 




SECTION 1. DEFINITIONS 

1.1. "Affiliated Company" means, any corporation, company, or
other entity, which: (i) is under the Control of a Party; or (ii) has Control of
a Party; or (iii) is under common Control with a Party. For this purpose
"Control" means that more than fifty percent (50%) of the controlled entity's
shares or ownership interest representing the right to make decisions for such
entity are owned or controlled, directly or indirectly, by the controlling
entity. The Parties may also mutually agree in writing that where a company,
firm or other legal entity does not meet the criteria set forth in this Article
1.1, such company, firm or other legal entity may nevertheless be deemed an
Affiliated Company for the purposes of this Agreement. 

1.2. "Derivative Work" shall mean work that is based upon one
or more preexisting works, such as a revision, modification, translation,
abridgement, condensation, expansion, or any other form in which such a
preexisting work may be recast, transformed, or adapted, and that, if prepared
without authorization by the owner of the preexisting work, would constitute a
copyright infringement. 

1.3. "New Product" shall mean Derivative Work created by
Licensee by combining the Target Applica-tion(s) and some or all of KREB and KPL
features. 

1.4. "Effective Date" shall mean the date upon which
both parties have signed this Agreement. 1.5. "Customer" shall mean any client
of Licensee. 

1.6. "Object Code" or "Binary" shall mean the electronic binary
language form in which a Program is assembled or compiled on software media,
which is readable and usable by machines, but not generally readable by humans
without reverse assembly, reverse compiling, or reverse engineering. "Object
Code Software" shall mean the elements of the Software that are licensed to
Licensee in Object Code, i e KIDE and KREB. 

1.7. "Source Code" shall mean the human-readable, higher-level
programming language, accompanied by English language comments, in which a
program is written. 

1.8. "Documentation" shall mean the user manual(s) and any
other materials supplied by Licensor for use with the Source Code or with any
Release and Updates thereof, including online electronic documentation. 

1.9. "Purchase Order" means Licensee's standard purchase order
form submitted by Licensee. 

1.10. "Licensor Quotation" means the final sales quotation
issued by Licensor on which a Purchase Order from Licensee is based. 

1.11. "Deployed Unit(s)". For the purpose of this agreement, a
unit of the New Product is considered deployed in either of the following cases:
(i) A hardware device installed with the New Product, or with the necessary
equipment to install the New Product, has been manufactured, by Licensee or by a
Sub licensee, (ii) A copy of the New Product has been reproduced as a software
package (without hardware), by Licensee or by a Sub licensee. 

1.12. Units provided by Licensee for free for the purpose of
demonstration, evaluation and other similar, non commercial purposes shall not
be considered Deployed. The number of such unit shall represent less than 0.01%
(one hundredth of a percent) of the number of units Deployed. Units reproduced
for the purpose of free upgrade by Licensor shall not be considered Deployed.


1.13. "Affiliate(s)"means the Licensee's majority-owned
subsidiaries. 

1.14. "Authorized Site" means the specific address of
facilities of Licensee and Affiliates. SECTION 2. SCOPE 

2.1. The scope of this Agreement is described in the following
sections 
(i) KREB OBJECT CODE SOFTWARE LICENSING (Part I) 
(ii) KPL
SOURCE CODE SOFTWARE LICENSING (Part II) 
(iii) KIDE LICENCE (Part III) (iv)
SOFTWARE SUPPORT AND MAINTENANCE (Part IV) 

SECTION 3. FEES AND INVOICING
 3.1. Fee Structure. 

Technology Licensing and Support Agreement
Page2 of 15 




(i) Licensee is responsible for collecting and reporting data
about deployment, and for paying associated royalties. 
(ii) The Fee shall be
in the form of Royalties. Royalties ("Royalty Fees") for KREB are based on the
number of Deployed Units. There are no royalties for KPL. 
(iii) The
Royalties amount and calculation shall be specified in a Purchase Order
established by Licensee upon signing this Agreement. 

3.2. Activity Report. In a maximum period of forty five (45)
days after the end of each civil quarter, Lincensee shall submit to Licensor a
written report (herein, the "Royalties Statement") upon which Licensor will base
its invoice. The Royalties Statement shall set forth: (i) The names of new
Licensee's Customers sublicensing the Software during the quarter; (ii) and for
each Customer: 

	i. 	
      The number of Software copies for each Category of device
      reproduced by Licensee (as specified in quotation);

	ii. 	
      Such other information that Licensor requested be given
      as per Licensor' Quotation



3.3. Invoicing 

(i) Digital Airways will invoice Licensee upon receiving the
Royalties Statement. The invoice shall be based on these quantities, the per
unit price being calculated for each Customer based on the accumulated quantity
per Category for the Customer from beginning of production for the year as shown
in the table above. 
(ii) The year starts on January, 1st. The first
quarter is from January, 1st until the last day of March. 

SECTION 4. PAYMENT TERMS AND APPLICABLE TAX 

4.1. Payment terms. All prices are in Euros and are exclusive
of applicable taxes such as VAT. All invoices are sent electronically and shall
be paid by Licensee within ten (10) days of receipt. 

(i) All Prices are gross amounts but exclusive of any
value added tax (VAT), sales tax, consumption tax or any other similar tax only.

(ii) If the transactions as described in this Agreement are subject to any
applicable VAT, sales tax, consumption tax or any other similar tax, Licensor
will be allowed to charge VAT, sales tax, consumption tax or any other similar
tax to Licensee, which will be paid by Licensee on top of the Prices. Licensor
is responsible for paying any applicable VAT, sales tax, consumption tax or any
other similar tax to the appropriate (tax) authorities. Licensor shall issue an
invoice containing wording that will allow Licensee to take advantage of any
applicable "input" tax deduction. In addition, Licensor will inform Licensee
whether Licensee is allowed to apply for an exemption if and to the extent
allowed under applicable law in such specific situation. 

4.2. Withholding Tax. If, under the laws of the Licensee's head
office, Licensee is required to withhold any tax on such payments, then Licensee
shall deduct an amount equal to such tax from such payment; provided that
Licensee will (i) notify Licensor of the need fur such payment, prior to the
establishment of a Quotation, and (ii) furnish Licensor with the official
documentation evidencing such payment of these taxes to the appropriate taxing
authority. Licensor acknowledges that information provided prior to quotation
are estimates and could be modified when official notification from tax office
is provided. In case there is the possibility to get a withholding tax refund,
such refund will be Licensee's responsibility. 

4.3. In case of failure by Licensee to pay an undisputed
invoice by the due date, Licensor will issue a notification of failure in
writing. Failure of payment by the date specified on the undisputed invoice will
result in;
 (i) The suspension of any obligations on the part of Licensor
pertaining to Section 21. I if Licensee has not taken remedy action within
fifteen (15) days of written notice by Licensor. 
(ii) The suspension of all
obligations on the part of Licensor in respect of the Agreement, as well as of
the license grants of Section 12, Section 16 and Section 19, if Licensee has not
taken remedy action within thirty(30) days of written notice by Licensor.

(iii) Such obligations will only be resumed on receipt of payment 

4.4. An invoice that has not been disputed by Licensee within
fifteen (15) days of receipt shall be considered definitely accepted and
undisputed by Licensee. 




SECTION 5. TERM AND TERMINATION 

5.1. Except as provided in this Section, this Agreement
commences on the date hereof and shall continue for an initial term of three (3)
years. This Agreement shall be automatically renewed for successive one (I) year
terms, unless either party shall notify the other in writing, at least ninety
(90) days prior to the expiration of the initial term or any renewal term, of
its intention to terminate this Agreement. 

5.2. Either party shall have the right to terminate this
Agreement effective immediately: 
(i) in the event that the other party
commits a material breach of its obligations. Intent to terminate shall be made
by a written notice, sent by certified mail to the breaching party, that sets
forth the details of the breach. Termination shall become effective thirty (30)
days from the date that the notification of intent to terminate was mailed,
unless the breaching party has corrected the breach prior to that thirty (30)
day period. 

5.3. Upon termination of the Agreement in the case of non
renewal: 
(i) All rights granted by Licensor to Licensee under this Agreement
shall survive; 
(ii) No New Product can be designed, produced or developed,
and no additional copies of New Products can be deployed, as defined under
Clause 1.11. 
(iii) No Service shall be provided by Licensor; 
(iv) All
undisputed outstanding invoices raised prior to the termination being effective
shall be duly paid by Licensee. 

5.4. Upon termination of the Agreement in the case of material
breach by Licensee: 
(i) All rights granted by Licensor to Licensee under
this license Agreement, except as otherwise set forth in this Section, shall
revert to Licensor. 
(ii) No New Product can be designed, produced or
developed, and No additional copies of New Products can be deployed, as defined
under Clause 1.11. 
(iii) Licensee must delete all copies of KREB and confirm
such deletion in writing to Licensor by certified mail. 
(iv) All outstanding
undisputed invoices raised prior to the termination being effective shall be
duly paid by Licensee. 
(v) Customers who had rights to use the New Products
prior to any such termination shall continue to have such right. 

5.5. Termination of this Agreement shall not relieve either
party of the obligations set forth in Section 6 ("confidential Information "),
Section 7 ("Trademarks, trade names and product names,"), Section 7
("Indemnification"), and Section 9 ("Warranties") of this Agreement. 

SECTION 6. CONFIDENTIAL INFORMATION 

6.1. For a period of five (5) years following the date of
disclosure thereof to it, neither Party will disclose to any third party or use,
except in the performance of this Agreement, any confidential information which
may be made available to it in connection with the performance of this
Agreement, except as may be specifically authorized in writing by a duly
authorized representative of the other Party. 

6.2. Notwithstanding foregoing, Licensee may disclose such
confidential information to its Affiliates and contractors solely in the case
when Licensee desires that such Affiliates or contractors assist Licensee in
creating derivative works, and solely on a strict need-to-know basis. In case of
such disclosure to its Affiliates and contractors, Licensee will cause such
Affiliates and contractors to agree to abide by the same obligation of
confidentiality and copyright protection under this Agreement. 

6.3. As used herein, the term "confidential information" means
and includes all information, whether oral or written or in the form of
drawings, specifications, data or otherwise, relating to a Party's business.
Notwithstanding the foregoing, Confidential Information shall not include
information which: 




(i) is now or at any time becomes a matter of public knowledge
without breach of this Agreement by the receiving party; 
(ii) was in
the receiving party's possession or knowledge, prior to its receipt, without any
obligation of confidentiality; 
(iii) is obtained by the receiving party from
a third party who is lawfully in possession of the information, without any
obligation of confidentiality; 
(iv) is independently developed by the
receiving party without reference to or reliance on Confidential Information

(v) is required by law to be disclosed in response to a valid order of a
court of competent jurisdiction or authorized government agency, provided that
the party subject to the disclosure order must provide the other party prompt
notice of the order and reasonably co-operate with the other party's efforts to
receive a protective order. 

SECTION 7. TRADEMARKS, TRADE NAMES AND PRODUCT NAMES 

7.1. Nothing herein shall be construed as a right to use any of
Licensor's trademark(s), trade name(s), or other product names in conjunction
with the advertising, public communication and marketing of any product of
Licensee, unless Licensor shall consent, in writing, to such use. Licensee
acknowledges and agrees that, to the extent Licensor, in writing, permits
Licensee to use any trademark or trade name of Licensor, this is a limited
license only, terminable by Licensor, and conveying no title or ownership
interest; that all proposed uses of Licensor trademarks or trade names by
Licensee must be approved by Licensor in advance; that Licensor has the right to
monitor and control the quality and characteristic of all goods and services
promoted, provided or distributed under the Licensor trademarks or trade names
and, accordingly, that Licensee will provide samples of these products and
otherwise cooperate with Licensor to facilitate this control; that all products
distributed by Licensee under any Licensor trademark or trade name will be of a
quality substantially equal to Licensor's own goods distributed by it under the
Licensor trademarks and trade names and otherwise satisfying Licensor's
standards; and that if Licensor notifies Licensee of any deviation from
acceptable quality standards, Licensee shall correct the problem as promptly as
practicable, but in any event within 30 days. 

SECTION 8, INDEMNIFICATION 

8.1. Licensor hereby agrees to indemnify, hold harmless and
defend Licensee against any claims, actions, damages, and costs (including but
not being limited to attorney's fee and costs) arising out of infringement of
patents, copyrights, registered designs or other intellectual property rights of
third parties against and to the extent such claim, demand, suit, or action
alleging that the Software, or the use of such Software, infringes upon any
intellectual property right of any third party, provided that (I) Licensee
notifies Licensor in writing within a reasonable time after being informed of
such claim, (2) Licensor is given control over the defense thereof and Licensee
cooperates in the defense at Licensor's expense, and (3) Licensor will not agree
to settlement of any such claim, demand, action or suit prior to a judgment
thereon without the prior written consent of Licensee, which consent will not be
unreasonably withheld. licensee shall have right to select its own counsel to
participate in any such defense at the expense of Licensee. 

SECTION 9, WARRANTIES 

9.1. Licensor warrants that it has the legal right to grant the
licenses as set out in this Agreement and that the licenses granted hereunder do
not infringe any third party intellectual property rights, 

9.2. Licensor warrants that there are no pending lawsuits
concerning any aspect of the Software and that the Software has not been
published in such a way as to lose any of their copyright protection or
confidential nature. 

9.3. Licensor warrants to Licensee that the Software will
perform substantially in accordance with the specifications given in Section 15
during the one year period commencing from the delivery date. 

9.4. Licensor hereby represents and warrants that the Software
supplied to Licensee hereunder: 

(i) fully complies with and functions properly in accordance
with the specifications; 




(ii) is and remains free from Errors in design or workmanship,
bugs, logic bombs, worms or viruses;

(iii) does not perform any
malicious operation. 

SECTION 10. APPLICABLE LAW, ARBITRATION AND MEDIATION 

10.1. Applicable Law. This Agreement shall be construed
pursuant to substantive law of France. 10.2. Arbitration. If any dispute arises
under the terms of this Agreement and this dispute can not be settled by the
parties, the parties agree that the dispute shall be decided under the
arbitration rules of the International Chamber of Commerce in Paris (the "ICC")
.. There shall be only one arbitrator. Any arbitration proceeding shall be
conducted in the English language and the location of the arbitration shall be
Paris. The decision of the arbitrator shall be final. Costs and fees (other than
attorney fees) associated with the mediation or arbitration shall be shared
equally by the parties. Each party shall be responsible for its attorneys' fees
associated with arbitration. 

SECTION 11. GENERAL 

11.1. Rights. Licensee may not: (i) translate, reverse
engineer, decompile, disassemble (except to the extent applicable laws
specifically prohibit such restriction) or attempt to derive the Source Code of
the Object Code Software, or create derivative products from the Object Code
Software, or provide any kind of assistance to any third party do any of the
foregoing; (ii), rent, lease, loan, timeshare, sell, distribute, disclose,
publish, assign or transfer any rights except as permitted herein, grant a
security interest in, transfer the Object Code Software, including
electronically transfer, other than authorized or permitted under this
Agreement; or (iii) alter or remove any of Licensor' copyright or proprietary
rights notices or legends appearing on or in the Object Code Software. 

11.2. Licensee may make a maximum often (10) archive copies of
the Software 

11.3. Customer Agreements. Licensee shall take all reasonable
steps necessary to protect Licensor' proprietary rights in the Software.
Licensee will ensure that Licensee will enter into an agreement with each
Customer including. Such Agreement shall prohibit the Licensee's Customer from:
(i) copying the Object Code Software, except for archive purposes consistent
with the Licensee's Customer's business transaction; (ii) transferring the
Object Code Software to a third party apart from the Target Application; (iii)
modifying, decompiling, disassembling, reverse engineering or otherwise
attempting to derive the Source Code of the Object Code Software; (iv) exporting
the Object Code Software or underlying technology in contravention of applicable
French export laws and regulations; and (v) using the Object Code Software other
than in connection with the Target Application. In addition, the Agreement
shall: (i) state that the Object Code Software is licensed, not sold and that
Licensee and its licensors retain ownership of all copies the Object Code
Software; (ii) expressly disclaim all implied warranties, including without
limitation the implied warranties of merchantability, fitness for a particular
purpose, title and non-infringement; (iii) exclude liability for any special,
indirect, punitive, incidental and consequential damages; (iv) require that any
further distribution of the Object Code Software be subject to the same
restrictions set forth herein, and (v) states that Licensee's customer
undertakes and warrants to report true and accurate in– formation with regards
to the number of copies of the Object Code Software made. 

11.4. Modification. This Agreement may not be modified or
amended except in writing, which is signed by authorized representatives of both
parties. 

11.5. Purchase Orders. The terms and conditions of any Purchase
Order or other instrument issued by Licensee in connection with this Agreement
which add to or differ from the terms and conditions of this Agreement (other
than terms specifying the Authorized Site, Licensor product desired, number of
software copies or Service provision) shall be of no force or effect. 

11.6. No Waiver. The failure of either party to exercise any
right or the waiver by either party of any breach, shall not prevent a
subsequent exercise of such right or be deemed a waiver of any subsequent breach
of the same of any other term of this Agreement. 

11.7. Headings. The headings or sub-headings assigned to the
sections in this Agreement are for convenience only and may not accurately or
fully describe all of the requirements of a section. The headings or
sub-headings do not limit or modify the scope and applicability of the sections.


11.8. Non exclusive relationship. This Agreement does not
prevent either Party from (a) entering into similar agreements with other
parties, whether or not in the same industry, or (b) independently developing
materials, products and services the same or similar to the materials, products
or services provided by the other Party. 




11.9. Export Controls. Each party hereto represents that it is
duly authorized to enter into the Agreement and represents that with respect to
its performance hereunder, it will comply with all applicable federal, state and
local laws, including but not limited to those pertaining to US Export
Administration Regulation or the export/import controls and/or restrictions of
other applicable jurisdictions. Licensee shall not export or re-export the
Software in violation of the export control laws as set forth in the EU Council
Regulation (EC) No 1334/2000. Licensor will not release any software or
technology without prior "". port authorization from the relevant international
and/or national authorities. If it is necessary to achieve the purpose of this
Agreement and requested by Licensee, Licensor shall assist Licensee in preparing
paperwork for such permission or approval by providing Licensee with necessary
and relevant information on such restrictions, laws or regulations. 

11.10. Force Majeure. Neither party shall be liable for any
default or delay in the performance of its obligations hereunder if and to the
extent such default or delay is caused, directly or indirectly, by: fire, flood,
earthquake, elements of nature; riots, civil disorders, terrorist acts,
rebellions or revolutions in any) country; strikes, lockouts or labor
difficulties beyond the reasonable control of such party. Any party so delayed
in its performance shall promptly notify the other by telephone, confirm in
writing and describe at a reasonable level of detail the circumstances causing
such delay. 

11.11. No Agency. Licensor is an independent contractor to
Licensee and this Agreement is not intended to create or constitute a joint
venture, partnership, agency or other formal business arrangement of any kind
other than an independent contractor arrangement. The employees of Licensor
shall in no event be considered employees or agents of Licensee, nor shall they
be entitled to or be eligible, by reason of the contractual relationship hereby
created, to participate in any benefits or privileges given or extended by
Licensee to its employees. 

11.12. In the event that any provision of this Agreement shall
be unenforceable or invalid under any applicable law or be so held by applicable
court decision, such unenforceability or invalidity shall not render this
Agreement unenforceable or invalid as a whole, and, in such event, such
provision shall be changed and interpreted so as to best accomplish the
objectives of such unenforceable or invalid provision within the limits of
applicable law or applicable court decisions. 

11.13. Survival of rights and obligations. The rights and
obligations of the parties under this Agreement, which by their nature would
continue beyond the termination, cancellation or expiration of this Agreement
(including without limitation any obligation to indemnity Licensee hereunder)
shall survive termination, cancellation or expiration of this Agreement. 

11.14. Publicity. Neither Party may publicize or disclose to
any third party, without the written consert of the other party, the terms of
this Agreement. Without limiting the generality of the foregoing sentence, no
press releases covering work done between the two Parties under the present
Agreement may be made without the mutual consent of each party. However,
Licensor shall have the right to publicly list Licensee as its customer, with
Licensee's permission. 

11.15. Entire Agreement. This Agreement constitutes the entire
agreement between the parties and shall supersede all prior offers,
negotiations, exceptions and understandings, whether oral or written, between
the parties hereto relating to the products and services called for hereunder.
No modification of any provision of this Agreement shall be binding upon
Licensee or Licensor unless evidenced in writing and duly signed by both
parties. 

11.16. Mailing Addresses. Any written notice from one party to
the other required by this Agreement shall be deemed made on the date of mailing
if sent by certified mail and addressed to the address specified below 


	Licensee's 
address: 

	Arise Technologies Co. Ltd.
      
5F., No.263, Sec. 1, Dunhua 
South Rd., Taipei City 106, Tai-
      
wan (R.O.C.) 	Licensor's 
address: 

	Digital Airways 
5, place Jean
      Siard 61200 
Argentan France 








11.17. Assignment. Both parties shall have the right to assign
any of its rights and obligations hereunder to (i) any of the party's Affiliated
Companies; (ii) any successor or acquirer of the Party by way of merger,
consolidation or the acquisition of substantially all of the business assets of
the Party or the relevant Affiliated Company. 

PART I. KREB OBJECT CODE LICENSING 

SECTION 12. GRANTS OF KREB LICENSE TO LICENSEE 

12.1. Subject to the terms and conditions of this Agreement,
and Licensee's payment of the applicable due and payable fees, Licensor grants
Licensee and its Affiliates a perpetual, irrevocable non-exclusive,
non-transferable except as set forth in section II.l7 royalty-bearing license
(the "KREB License") to:
 (i) reproduce copies of the Object Code version of
KREB; 
(ii) distribute such copies of KREB to Licensee's Customers worldwide
solely as inseparably embedded content in the Target Application. 

12.2. All rights not expressly granted to Licensee in this
Agreement are expressly reserved for Licensor. 

12.3. Sub-licensing. Licensee has the right to sublicense the
KREB License to its Customers. In that case, Licensee shall, upon Licensor's
request, notify Licensor in writing the name and details of Licensee's newly
sub-licensed Customers. Licensor shall keep this information confidential and
limit its use of said information for the enforcement of Section 13. 

SECTION 13, ESCROW 

13.1. Licensor undertakes, at its own expenses, and for major
new releases, to deposit a copy of the updated version of the KREB Source Code
to a reputable third-party trustee organization. Licensor agrees that Licensee
may, at its own expenses, conduct an audit for the purpose of verifying
Licensor's compliance with the present section. 

13.2. Licensor shall grant Licensee an irrevocable right to
access said Source Codes, throughout the term of the Contract and thereafter, in
case any of the following events occurs: 
(i) Licensor stops its activity,
for any reason whatsoever, 
(ii) Licensor is subject to bankruptcy or
liquidation, 
(iii) Licensor is materially unable to provide technical
support to Licensee for KREB 

13.3. Should one of the events mentioned above occur, Licensor
shall authorize Licensee to implement said access right by directly contacting
the trustee organization where the Source Codes are deposited, by registered
mail with acknowledgement of receipt. The trustee organization shall then be
authorized to transmit to Licensee the entirety of the written material making
up the Source Codes. 

13.4. It is expressly stated that the implementation of the
right to access to Source Codes in application of the present Article shall
allow Licensee to use said Source Codes solely in such a way as to allow for the
curative software maintenance to be performed. 

SECTION 14. INSPECTION RIGHTS 

14.1. With at least thirty (30) days prior written notice to
Licensee and no more than once a year, Licensor shall have a right, at its own
costs and expenses, to authorize an internationally recognized independent audit
firm reasonably accepted by Licensee to audit the record of Licensee necessary
to the extent required for the sole purpose of verifying royalties paid to
Licensor under this ("Records") and whether or not KREB has been used in
violation of this Agreement, provided that the auditor has signed a
confidentiality agreement with Licensee. If any such audit should disclose any
underpayment of fees, Licensee shall promptly pay Licensor such underpaid
amount, together with interest thereon at a rate of one percent ( 1 %) interest
per annum above the LIBOR rate prorate temporis during which such amount was
pass due and unpaid. If the audit reveals that Licensee has underpaid Licensor
by five percent (5%) or more of amount owed, then Licensee shall immediately
reimburse Licensor for Licensor' expenses associated with such audit. 

SECTION 15. KREB DESCRIPTION 

15.1. The Program to be delivered as per this Agreement is
Kaleido Runtime (also called "KREB"), a Man Machine Interface (MMI) engine
designed to run on small embedded devices such as mobile phones. KREB has been
designed for mobile Phones. 

15.2. The Object Code version to be delivered is designed to
run on Licensee's 49xx mobile platform. 




PART II. KALEIDO PHONE LIBRARY (KPL) SOURCE CODE LICENSING


SECTION 16. GRANTS OF KPL LICENSE TO LICENSEE 

16.1. Subject to the conditions set forth in this Agreement,
and during the term of this Agreement, Licensor hereby agrees to grant Licensee
and its Affiliates, and Licensee agrees to accept, the "KPL License" as follows:

(i) a worldwide, non-exclusive, perpetual, irrevocable, non-transferable
except as set forth in section 16.3 License to create New Products as Derivative
Works of the KPL Source Code; 
(ii) a worldwide, perpetual, irrevocable,
non-transferable except as set forth in section 16.3 license to reproduce,
license and distribute these New Products only to Customers, solely as
inseparably embedded content in the Target Application. 

16.2. Licensor hereby reserves all rights in and to KPL and its
Source Code that are not specifically granted by this Agreement. 

16.3. Right to sublicense. Licensee has the right to sublicense
the KPL License to its Customers. 

SECTION 17. KPL OWNERSHIP AND CONFIDENTIALITY 

17.1. Licensee acknowledges that it obtains rights on the KPL
Source Code only such as described in Section 16 of this Agreement. All rights
in the KPL Source Code including but not limited to Confidential Information,
trade secrets, trademarks, service marks, patents, and copyrights are, shall be
and will remain the property of Licensor. All copies of the KPL Source Code
delivered to Licensee or made by Licensee remain the property of Licensor.
Notwithstanding foregoing, all rights and responsibilities in and to the
portions of the KPL Source Code modified by Licensee for creating the New
Products will solely belong to Licensee. 

17.2. Licensee acknowledges that the KPL Source Code contains
proprietary and Confidential Information of Licensor. Licensee agrees to keep
the KPL Source Code in confidence and to take all reasonable precautions to
ensure that no unauthorized persons have access to the KPL Source Code and that
no unauthorized copies are made. 

SECTION 18. KPL AND KPL SOURCE CODE DESCRIPTION 

18.1. KPL (Kaleido Phone Library) is a Man Machine Interface
(MMI) software reference design. It is designed to run on small embedded devices
such as mobile phones. KPL cannot be used as such, but Instead must be extended
and adapted by Licensee to fit Licensee's particular commercial purposes. KPL
therefore requires changes and adaptations, which Licensee acknowledges and
accepts to undertake at its own cost and under its own responsibility. 

18.2. The KPL Source Code to be delivered is a combination of
several components, some of them written in the C programming language, some
written in a Kaleido specific format which can be edited with KIDE. The KPL
Source Code allows Licensee to generate the Object Code version of KPL using
KIDE and a standard C compiler. C portions are commented in English language.





PART III. KALEIDO INTEGRATED DEVELOPMENT ENVIRONMENT (KIDE)
LICENCE 

SECTION 19. KIDE LICENSE GRANT 

19.1. Subject to the terms and conditions of this Agreement,
and Licensee's payment of the applicable due and payable fees, Licensor grants
Licensee and its Affiliates a world wide, perpetual, non-exclusive and
non-transferable except as set forth in section 19.2, license (hereafter called
the "KIDE License") to reproduce, install and use the Object Code version of
KIDE for its own business purpose on a number of processors defined by
Licensee's Purchase Order(s), solely at the Authorized Site(s), provided any
copy must contain all of the original proprietary notices. 

19.2. Licensor grants Licensee a world wide, perpetual, non
exclusive and non-transferable except as set forth in section (no. section
assignment clause) license to redistribute KIDE with a twenty-five percent
commission on Licensor's public prices only to Licensee's Customers to whom
Licensee licenses and distributes the New Products subject to the Section
12.1(ii) . License's Customers shall be bound to terms and conditions similar to
the terms and conditions contained in Appendix 1 (KIDE Customer License
Agreement). 

19.3. Licensee may not: (i) modify or create any derivative
works of KIDE or documentation; (ii) decompile, disassemble, reverse engineer,
or otherwise attempt to derive the source code for KIDE (except to the extent
applicable laws specifically prohibit such restriction); (iii) remove or alter
any trademark, logo, copyright or other proprietary notices, legends, symbols or
labels in the Software; or (iv) publish any results of benchmark tests run on
the Software to a third party without Licensor's prior written consent. 

SECTION 20. ECLIPSE PUBLIC LICENSE AND SUPPORT 

20.1. KIDE requires the EclipseTM (http://www.eclipse.org)
program and its components (the "Eclipse Content") to work. Licensee will be
responsible for the procurement, installation and support of the Eclipse
Content. 




PART IV. SOFTWARE SUPPORT AND MAINTENANCE 

SECTION 21. SUPPORT AND MAINTENANCE SCOPE


21.1. Support and maintenance means that, during the period
Licensee is covered by support contract, Licensor shall 
(i) Provide Licensee
with an Object Code version of KREB; 
(ii) Assist Licensee with the
identification and resolution of problems with the software; 
(iii) Assist
Licensee in the use of KREB, KIDE and KPL; 
(iv) Acknowledge receipt of
problem notification and propose corrective plan within two working days 
(v)
Develop, to the extent necessary, temporary fixes and workarounds for emergency
difficulties. 
(vi) Correct any failure of the software to perform in
accordance with the specifications, provide bug fixes as well as deliver new
update versions, free of charge, whenever available, for KREB and KIDE; KREB and
KIDE updates will be delivered as Object Code; 
(vii) Hold one (I) quarterly
conference call for discussing project status and product. 

21.2. All Support shall be performed off site, i.e. by email,
by telephone and/or Web conferencing during Business Days unless other
arrangements are mutually agreed to by the parties in writing. "Business Days"
shall mean the hours of on-call service coverage under this Agreement which are
from 9:00 a.m. to 12:30pm and from 2:00pm to 6:00 p.m., French (Paris) Time,
Monday through Friday, holidays excluded. The Support will be performed as soon
as possible, but in no event more than five (5) days after notice from Licensee
of any critical failure. Minor bugs will be corrected when new versions of
Software is released. 

21.3. If new, additional Services are required, Licensee shall
request Licensor Quotation, upon which Licensee will issue a Purchase Order,
which will detail the exact scope, as well as the terms and conditions of the
Services to be provided. 

21.4. For KREB, support is provided for 6 months after
Effective Date, and then all the time New Products are deployed and Licensee
pays due royalties. 

21.5. KIDE seats are covered with a 6-month support contract
after delivery. After initial contract ends, Licensee can subscribe new support
contract in terms and conditions defined in Quotation. 

SECTION 22. ORGANIZATION OF WORK 

22.1. Licensee and Licensor will each designate a project
manager ("the Correspondent") and communicate his/her name and contact details
in writing to the other party. The Correspondents will be the parties' unique
points of contact within each organization for matters concerning Support. Each
party will ensure that its Correspondent is well qualified, has extensive
knowledge of the Application(s) as well as KIDE and KREB, is knowledgeable about
the Licensee-Licensor relationship (projects history), and has a good working
level of French or English both written and spoken. 

22.2. Licensee acknowledges that Licensor's ability to perform
the Services in accordance with the terms of this Agreement may require Licensee
to provide Licensor with access to Licensee's equipment, products, information
and personnel. In addition, it will require Licensor to be able to use a stable
and well functioning version of the Target Application(s), as well as target
devices as appropriate. In that regard, Licensee will take all reasonable
actions and will use all reasonable efforts to accommodate Licensor's requests
for such access on a timely basis. In such cases, Licensor will keep the Target
Application(s) and target devices in strict confidence and agree to abide by the
same obligation of confidentiality and copyright protection under this
Agreement. Licensee further acknowledges that Licensor shall not be responsible
for any delays in the completion of the Services resulting from Licensee's
failure to provide such access. 




Effective Date: 2008 April 1st Executed in two original copies


	Licensor: 	Licensee: Arise Technologies Co. Ltd. 
	By                                                                           
    	By
	  	 
	Name: :Philippe Silbezahn (Signed) 	Name: Allen Liang (Signed) 
	Title: GeneraI Manager 	Title: President 






SECTION 23. APPENDIX 1 -KALEIDO INTEGRATED DEVELOPMENT
ENVIRONMENT 

(KIDE) CUSTOMER LICENCE AGREEMENT (THE"AGREEMENT") 

Beginning o/Customer's license: 

  KALEIDO INTEGRATED DEVELOPMENT ENVIRONMENT (KIDE) LICENCE
AGREEMENT (THE ''AGREEMENT'') 

The terms and conditions of this Agreement will apply to the
Software supplied herewith (KIDE), and all derivatives obtained there from,
including any updates or other related programs subsequently supplied to
Licensee, and to any copy or copies of any of the foregoing (collectively, the
"Software"). The entity signing this Agreement ("Licensee") is consenting to be
bound by and is becoming party to this Agreement, which shall remain in effect
from installation until the Licensee uninstalls the Software and deletes all
copies of it. 

In this Agreement, "Licensor" shall mean Digital Airways
SARL, a company registered in France (Reg # B 419 649 363, www.digitalairways.com). 

LICENSE GRANT 

  Licensor grants Licensee a non-exclusive and
non-transferable license to reproduce, install and use the executable code
version of the Software for its own business purpose for the number of
processors and in the conditions defined in the corresponding Purchase Order,
provided any copy must contain all of the original proprietary notices. This
license does not entitle Licensee to receive from Licensor hard-copy
documentation, technical support, telephone assistance, or enhancements or
updates to the Software. Licensee may not redistribute the Software unless
Licensee has separately entered into a distribution agreement with Licensor.
Licensee agrees to use its best efforts to ensure that any use of the Software
complies with the terms and conditions of this Agreement. 

ECLIPSE PUBLIC LICENSE AND SUPPORT 

  The Software requires the EclipseTM (http://www.eclipse.org)
program and its components (the "Eclipse Content") to work. The
Eclipse Content was originally obtained from the Eclipse Foundation under open
source licenses including the "Eclipse Public License version 1.0" (hereafter
called "EPL" available at http://www.eclipse.org/org/documents/epl-vlO.php) and
the Common Public License (hereafter called "CPL ", available at
http://www.ibm.com/developerworks/library/os-cpl.html). Licensee will be
responsible for the procurement, installation and support of the Eclipse Content
as well as compliance with the relevant licenses. It is explicitly agreed that
EPL/CPL only covers the Eclipse Content, and not the Software.


RESTRICTIONS 

  Licensee may not: (i) modify or create any
derivative works of the Software or documentation, including translation
or localization; (ii) decompile, disassemble, reverse engineer, or
otherwise attempt to derive the source code for the Software (except to the
extent applicable laws specifically prohibit such restriction); (iii)
redistribute, encumber, sell, rent, lease, sublicense, or otherwise
transfer rights to the Software; (iv) remove or alter any trademark,
logo, copyright or other proprietary notices, legends, symbols or labels
in the Software; or (v) publish any results of benchmark tests run on the
Software to a third party without Licensor's prior written consent. 

TERMINATION 

  This Agreement and the license granted hereunder will
terminate automatically if licensee fails to comply with the terms described
herein. Upon termination, Licensee must destroy all copies of the software


LIMITED WARRANTY: LIMITATIONS OF LIABILITIES 

  Although Licensor has used reasonable efforts to minimize
defects or errors in the software, except for the replacement of software
specifically provided for below, Licensee agree that: the software is being made
available to Licensee "as is" and "as available" without any representations or
warranties of any kind, either express or implied; Licensee assume the risk of
any and all damage or loss from use of, or inability to use, the software; and
Licensor makes no representation or warranty, and disclaims all implied
representations and warranties, that the software will perform in the manner
expected without interruption, error or defect. 




Without limiting the foregoing: all representations,
conditions, warranties and terms relating to this agreement, whether statutory
or otherwise (including, without limitation, any warranty of merchantability,
fitness for a particular purpose or other warranty respecting satisfactory
quality) are hereby disclaimed by Licensor and its affiliates, contractors,
suppliers and agents to the fullest extent permitted by law; and Licensor shall
not be liable to Licensee or to any third party for or in respect of any direct,
indirect, incidental, or consequential liability, loss or damage, or for any
loss of data, profit, revenue or business, howsoever caused (whether arising out
of any negligence or breach of this agreement or otherwise), even if the same
was foreseeable by, or the possibility there of is or has been brought to the
attention of Licensor. 

Licensee agrees that Licensee's sole remedy against
Licensor, its affiliates, contractors, suppliers, and Agents for loss or damage
caused by any defector failure in the software regardless of the form
action , whether in contract or tort, including negligence, strict
liability or otherwise, shall be the replacement of Licensor
furnished software, provided such software is returned to Licensor with a copy
of sales receipt. The foregoing shall be Licensee's sole remedy against
Licensor, its affiliates, contractors, suppliers and agents, except for
Licensee's right to claim damages for bodily injury to any person. 

Furthermore, unless a separate agreement for Software
maintenance is entered into between Licensee and Licensor, Licensor bears
no responsibility for supplying assistance for repairing or for communicating
known errors to Licensee, pertaining to the Software supplied hereunder.


APPLICABLE LAW 

  This Agreement shall be construed pursuant to substantive
law of France. if any dispute arises under the terms of this Agreement and this
dispute can not be settled by the parties, the parties agree that the dispute
shall be decided under the arbitration rules of the International Chamber of
Commerce in Paris (the "ICC"). There shall be only one arbitrator. Any
arbitration proceeding shall be conducted in the English language and the
location of the arbitration shall be Paris. The decision of the arbitrator shall
be final. Costs and fees(other than attorney fees)associated with the mediation
or arbitration shall be shared equally by the parties. Each party shall be
responsible for its attorneys 'fees associated with arbitration.
Licensee acknowledges to have read this agreement and understand it, and
that by installing the Software, Licensee agrees to be bound by its terms and
conditions. Licensee further agrees that, except for separate written agreements
between Licensor and Licensee, this agreement is the complete and exclusive
statement of the rights and liabilities of the parties. This agreement
supersedes all prior oral agreements, proposals or understanding, and any other
communications between Licensee and Licensor relating to the subject matter of
this agreement. 


	Licensor: 	 Licensee: Arise Technologies Co.
      Ltd. 
	By 	By 
	 	 
	Name: :Philippe Silbezahn
      (Signed) 	Name: Allen Liang
      (Signed) 
	Title: GeneraI Manager 	Title: President
  







AGLOW COMMUNICATION CORPORATION LIMITED 
UNIT
511. 5/F.TOWER 1. SILVERCORD. 30 CANTON ROAD. TSIMSHATSUI . 
KOWLOON. HONG
KONG Shenzhen Office: (T)86-755-83849448 (F)86•755•83849736 

Technology licencing and support transfer
agreement 

This AGREEMENT is made and entered into as of this the day of
27th May, 2008 by and among: Arise Technologies Co. Ltd., a
corporation duly incorporation and existing under the laws of Taiwan with its
principal office located at 4F, No.9, Ming-Te Rd.. Hsin-Dian City, Taipei
County, Taiwan, R.O.C. (hereinafter as "ATC") ; 

Aglow Communication Co. Ltd., a corporation duly incorporation
and existing under the laws of Hong Kong Special Administrative Region of the
People's Republic of China with its principal office located at UNIT 511.
5/F,TOWER 1. SILVERCORD, 30 CANTON ROAD,TSIMSHATSUI , KOWLOON, HONG KONG
(hereinafter as "ACC") ; 

And 

Digital Airways, a corporation duly incorporation and existing
under the laws of France with its principal office located at 5. Place Jean
Siard 61200 Argentan France (hereinafter as "DAW"). 

WHEREAS, on April 1st, 2008, ATC signed the " Technology
licencing and support Agreement"(hereinafter as "Software Agreement") (see
attachment) with DAW on behalf of ACC, a founding company, under the instruction
of Arise Technologies Inc., the mother company of ATC and ACC. 

WHEREAS, on March 17th, 2008, ACC has completed the
registration procedures in Hong Kong and became a legal business entity. 

NOW THEREFORE, Agreed by all parties, ATC's rights and
obligations set forth in the Software Agreement will be completely transferred
to ACC immediately upon this AGREEMENT is signed by the parties. 

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized representatives on the date of
its execution. 

Attachment: A copy of "Technology licencing and support
Agreement" signed April 1st , 2008 between ATC and DAW. 




AGLOW COMMUNICATION CORPORATION LIMITED 
UNIT
511. 5/F.TOWER 1, SILVERCORD. 30 CANTON ROAD. TSIMSHATSUI . KOWLOON. HONG KONG
Shenzhen Office : (T)86-755-83849448 (F)86-755-83849736 

Digital Airways 
Philippe Silberzahn (Signed) 
Title:
General Manager 
Date : April 1st , 2008 

Aglow Communication Corp. Limited 
Chieh-Hsi Lin ( Signed)

Title: Director of the Board 
Date : April 1st , 2008 

Arise Technologies Co., LTD 
Allen S. Liang (Signed)

Title: General Manager 
Date: April 1st, 2008