ex101.htm


    Exhibit
10.1

     

     

    LIMITED
TECHNOLOGY LICENSE AGREEMENT

    


    This
Limited Technology License Agreement (“Agreement”) is made and entered into this
9th day of July, 2007 (the “Effective Date”), by and
between Trillennium Medical Imaging, Inc. (“Licensor”), a Nevada
corporation, whose principal office is located at 6911 Pilliod Road, Holland,
Ohio 43528, and Maclath Ltda. (“Licensee”), a Costa Rica
corporation, whose principal office is located Edificio Colon, Paseo Colon, Piso
8, Oficina 8-4, San José, Costa Rica. Licensor and Licensee are sometimes
referred to individually as a “Party” or collectively as the
“the
Parties.”

    


    RECITALS

    


    WHEREAS, Licensor purchases,
licenses, sells and distributes the thermal imaging cameras identified on
Schedule A annexed hereto, as the same may be amended from time to time during
the Term and Renewal Term, if applicable, of this Agreement (the “Trillennium Products”) as
integrated components of one or more systems (each a “System”) consisting of the
Trillennium Products, Trillennium Product Software (as such term is hereinafter
defined), and other parts and components manufactured or procured by Licensor
(the “System
Components”) (all of which are collectively referred to hereinafter as
the “Trillennium
System”);

    


    WHEREAS, Licensee desires to
purchase, distribute, promote, license and/or sell the Trillennium System
worldwide, in non- embargoed countries exclusive of North America, United Arab
Emirates, Saudi Arabia, Jordan, Kuwait, Iran, Syria, Lebanon, Egypt, Iraq,
Yemen, Bahrain, Qatar, Oman (the “Territories”) for usage or
application within all medical and veterinary fields (the “Fields of Use”);

    


    NOW, THEREFORE, in
consideration of the mutual covenants and agreements herein contained, Licensor
and Licensee agree as follow:

    


    TERMS
OF AGREEMENT

    


    1. APPOINTMENT-EXCLUSIVE LICENSE.
For and in consideration of the payments and deliveries as set forth in Schedule
C hereto, Licensor hereby appoints Licensee to be the exclusive Licensee of
Trillennium Products and Trillennium Systems to persons and entities located
within the Territories who are engaged in business within the Fields of Use (the
“End Users”). Licensor
agrees that in addition to the thermal imaging cameras identified on Schedule A
annexed hereto, Licensor shall make available to Licensee all such new or
additional products as shall be marketed by Licensor from time to time during
the Term or any Renewal Term hereof on a best market price or best market rate
basis.

    


    2. TERRITORIAL LIMITATIONS.
Licensee will not market, sell, or distribute Trillennium Systems or any
components thereof, separately or as a component of any other system, outside
the Territories, or to any business or person other than End Users. This
prohibition includes sales, marketing and distribution activities via any sale,
marketing or distribution channel, including the Internet, provided, however,
that the ability of persons outside of the Territories to view any of the web
pages of Licensee’s website shall not be deemed to be a violation of this
section as long as Licensee does not sell or distribute Trillennium Systems or
any components thereof to such persons.

    


    3. TERM. Unless sooner terminated
as provided herein, this Agreement shall commence on the Effective Date and
continue for a term of twenty-five years (the “Term”).

    


    4. OPTION TO RENEW. In the event
that (a) Licensee shall give notice of its election to renew this Agreement not
later than one-hundred eighty (180) days prior to the expiration of the Term;
and (b) on the date when such notice shall be given, Licensee shall have
satisfied the Minimum Renewal Purchase Obligation specified in Section 7.2
hereof, this Agreement shall be extended for an additional term of twenty-five
years commencing on the twenty-fifth anniversary of the Effective Date (the
“Renewal
Term”).

    


     

     

     

     

    
      
        
        

      

      
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    5. LICENSEE’S GENERAL
OBLIGATIONS

    


    5.1.
Exclusive Dealings with
Licensor. During the Term of this Agreement and the Renewal Term, if
applicable, and provided Licensor shall have fulfilled Licensee’s purchase
orders in a timely and commercially reasonable manner in accord with the terms
and conditions of this Agreement, Licensee shall not purchase, lease, license or
otherwise acquire, from any person or entity other than Licensor, thermal
imaging cameras or related software for use in the Territories by End Users in
any of the Fields of Use. In the event that Licensee violates the exclusivity
obligation set forth in this Section, it may continue to purchase Trillennium
Systems or components thereof on a non-exclusive basis from Licensor, but
Licensor shall be entitled to sell Trillennium Systems, or any component
thereof, directly to, or authorize other licensees or sales representatives to
sell Trillennium Systems and/or any components thereof to End Users located
within the Territories for use within the Field of Use.

    


    5.2.
Best Efforts/Training.
Licensee agrees to use its best efforts to sublicense and/or sell the
Trillennium Products and/or Systems in a manner that preserves the existing
goodwill and promotes the good image of the Trillennium System and Licensor
within the Territories. Licensor agrees that it shall make its agents or
employees available to Licensee for marketing and equipment use and training
purposes or for such other and further purposes as Licensee shall reasonably
request from time to time during the Term or any Renewal Term hereof. Licensee
agrees that it shall be solely responsible for the payment of all costs and
expenses associated with Licensor so providing it agents, employees and/or
equipment as requested by Licensee.

    


    5.3.
End User Inquiries.
Licensee will respond promptly to all inquiries from End Users, including
complaints and requests for additional features or performance enhancements, and
bug fixes and to advise Licensor promptly of all such inquiries to the extent
they relate to a Trillennium Product. Licensor agrees to respond to all
inquiries from End Users, including complaints and requests for additional
features or performance enhancements, and bug fixes relating to its Products or
Systems in a commercially reasonable manner.

    


    5.4.
Licenses, Authorizations,
Etc. Except as otherwise provided in Section 5.6 hereof with respect to
export licenses, Licensee will obtain all necessary licenses, authorizations and
approvals from all governmental authorities having jurisdiction over Licensee
and any Systems incorporating a Trillennium Product, including but not limited
to regulatory authorities similar the United States Food and Drug Administration
located throughout the Territories, for the sale and distribution of the
Trillennium Systems within the Fields of Use.

    


    5.5.
Import Documentation. In
the event that any governmental authority within the Territories requires
Licensor or Licensee to obtain any import license, permit or other documentary
authorization in order for Licensor to be able to ship Trillennium Products
and/or Trillennium’s Systems into such jurisdiction, Licensor’s shipment thereof
shall be conditioned upon its receipt of evidence satisfactory to Licensor of
compliance by Licensee or Licensee’s End User with such
requirements.

    


    5.6.
Export Regulations.
Licensee shall provide to Licensor on a timely basis all information and
documentation requested by Licensor in order to permit Licensor to obtain such
licenses, permits or other documentary authorizations as may be required for the
exportation or re-exportation of Trillennium Products and/or Trillennium Systems
to Licensee or Licensee’s End Users. Licensor shall, from time to time and upon
request of Licensee, promptly provide Licensee with all such licenses, permits
or other documentary authorizations or copies thereof as may be required for the
exportation or re-exportation of Trillennium Products and/or Trillennium Systems
to Licensee’s End Users in the Territories. Licensor shall timely notify
Licensee in writing of any restrictions and/or other reporting requirements
relating to the sale of Trillennium Products or Trillennium Systems in the
Territories

    


     

    
      
        
        

      

      
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    5.7.
No Re-Exportation.
Licensee shall not, either directly or indirectly, re-export any Trillennium
Products or any Trillennium Systems from the Territories to any destination to
which such re-export is not permitted under a general license established under
the United States Export Administration Regulations unless and until Licensor
shall have applied for and obtained, at the request and expense of Licensee, an
individual validated license from the Office of Export Administration of the
United States Department of Commerce for such re-export. Licensor shall notify
Licensee in writing, and update such notifications on a timely basis, of any
such restrictions of the kind referred to in this paragraph.

    


    5.8.
Lead Follow-Up. Licensee
will investigate diligently all leads with respect to potential End Users
referred to it by any source, including Licensor.

    


    5.9.
Adequate Staffing.
Licensee will maintain, or make provisions for, an adequate staff of trained and
qualified sales and support personnel dedicated on a full-time basis to the sale
and support of Trillennium Systems.

    


    5.10.
Royalties. Licensee
agrees to pay Licensor ongoing payments (each a “Royalty”) of  * of gross
revenues received by Licensee from the sale, lease or sublicensing of the
Territory or part of the Territory, any Trillennium Products, Trillennium
Systems or any components thereof. Said Royalties are due and payable to
Licensor’s order within fifteen (15) days after the end of the calendar month in
which any such revenue is received. Any amounts not paid with in the time due
shall bear interest at the rate of one and one-half percent (1.5%) per month
until said amount(s) are paid in full. Licensor shall have the right to audit
Licensee’s books and records in accord with U. S. generally accepted accounting
principals at such times and at such places as Licensor shall from time to time
deem appropriate. Licensee shall cooperate with Licensor and Licensor’s
representatives in all such audit requests.

    


    6. LICENSEE’S REPRESENTATIONS,
WARRANTIES, AND COVENANTS. Licensee represents, warrants, covenants, and
agrees, as follows:

    


    6.1.
Licensee’s Trademarks.
Licensee is and shall be during the Term and any Renewal Term of this Agreement
the sole owner of any trademarks adapted by Licensee (the “Licensee Marks”) free and
clear of all liens, claims and encumbrances, other than liens arising from the
assignment thereof as collateral security to one or more lenders or providers of
credit to Licensee. The application of Licensee Marks, and any other trademark
or trade name designated by Licensee for inclusion on any of the Trillennium
Products, the Trillennium System or any component thereof, the sale of such
Trillennium Products, the Trillennium System or any component thereof by
Licensor to Licensee and the sale, lease, sublicensing or other disposition of
such Trillennium Products by Licensee shall not violate the trademark or other
intellectual property rights of any third party.

    


    6.2.
Adherence to Laws.
Licensee will at all times perform its obligations under this Agreement in
strict accordance with all applicable laws and regulations in the Territories
and the highest commercial standards. Licensee will also comply with the U.S.
Foreign Corrupt Practices Act and all United States export control laws, rules
and regulations.

    


    6.3.
Service and Support.
Licensee shall service all Trillennium Products and Trillennium Systems sold,
leased, sublicensed or otherwise disposed of in the Territories, and shall
provide customer support to the End Users thereof.

    


     

    
      
        
        

      

      
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    6.4.
Marketing and Promotion.
Licensee shall use its best efforts to market and promote the Trillennium
Products in the Territories;

    


    6.5.
Corporate Authority,
Etc. Licensee is a corporation duly organized and validly existing under
the laws of the Republic of Costa Rica. It has all requisite power and authority
to carry on the business it now conducts or intends to conduct during the Term
of this Agreement and the Renewal Term, if applicable, in the Territories. The
execution and performance of this Agreement has been authorized and approved by
Licensee’s Board of Directors and constitutes a valid and binding
agreement.

    


    7. LICENSEE’S PURCHASE
OBLIGATIONS.

    


    7.1.
Minimum Purchase Obligations to
Maintain Exclusivity of License. Licensee shall be obligated to purchase
and pay for not less than fifty (50) Trillennium Systems during the one (1) year
period commencing on the Effective Date, and each succeeding one (1) year period
during the Term and the Renewal Term, if applicable. In the event that Licensee
fails to comply with such obligation, it may continue to purchase Trillennium
Products, Trillennium Systems or any components thereof pursuant to this
Agreement on a non-exclusive basis, but Licensor shall also be entitled to sell
Trillennium Products, Trillennium Systems or any components thereof directly to,
or authorize other licensees or sales representatives to sell Trillennium
Products, Trillennium Systems or any component thereof to End Users located
within the Territories.

    


    7.2.
Minimum Purchase Obligations to
Qualify for Renewal of Term. Licensee shall not be entitled to exercise
the renewal option specified in Article 4 of this Agreement unless, during the
period of the Term which shall end on the last date upon which notice of
Licensee’s election to renew this Agreement may be given to Licensor, Licensee
shall have purchased and paid for not less than One Thousand Two Hundred Fifty
(1,250) Trillennium Systems (the “Minimum Renewal Purchase
Obligation”).

    


    8. PRICES. The prices to be paid
by Licensee from time to time for Trillennium Products, Trillennium Systems or
any components thereof will be equal to the list prices then published by the
Trillennium Product manufacturer(s) minus seven and one-half percent (7.5%),
plus all applicable taxes, fees, duties, or other charges imposed by any
government. Licensee shall be responsible for all shipping and documentary costs
relating to shipment of Trillennium Products, Trillennium Systems or any
components thereof to Licensee’s designated point of destination. All such
deliveries shall be made F.O.B. at Licensor’s point of distribution in either
Oakland, New Jersey or Holland, Ohio, or such other point of distribution as
Licensor shall designate to Licensee in writing from time to time during the
Term or any Renewal Term. All prices are in United States Dollars and all
quantities are in United States measures.

    


    9. SALE OF PRODUCTS.

    


    9.1.
Purchase Orders. Each
order for Trillennium Products, Trillennium Systems or any components thereof
(“Purchase Order”) will
be in writing and addressed to Licensor. No Purchase Order will be effective
until accepted by Licensor in writing. No Purchase Order will alter the legal
terms of this Agreement.

    


    9.2.
Private Labeling of Trillennium
Products. All Trillennium Products purchased pursuant to this Agreement
shall bear Licensee’s trademarks and/or trade names, as specified in the
applicable Purchase Order unless otherwise agreed to in a writing signed by the
Parties.

    


    9.3.
Terms of Purchase.
Licensee shall make all payments in immediately available funds to Licensor’s
order on or before the date of shipment of any Trillennium Product, Trillennium
System or any component thereof. Licensor reserves the right, in its sole
discretion, to delay shipping additional Trillennium Products or Trillennium
Systems or any component thereof in the event the aggregate of all past due
amounts exceeds $50,000 until such time as such aggregate past due amount,
together with any accrued but unpaid interest thereon shall be paid in
full.

    


     

    
      
        
        

      

      
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    9.4.
Resale/License of Trillennium
Products. Licensee may resell, lease or license the use of the
Trillennium Products, the Trillennium Systems or any components thereof which it
shall purchase or obtain by license pursuant to this Agreement, either
separately or as a component of a System, at such prices as Licensee in its sole
discretion shall from time to time determine, provided that any Trillennium
Products, Trillennium Systems or any components thereof which Licensee obtains
by license from Licensor may only be distributed by sub-license in a form and
content approved by Licensor in writing.

    


    9.5.
Acceptance of Trillennium
Products, Trillennium Systems or any components thereof. In the event of
any shortage, damage or discrepancy in or to a shipment of Trillennium Products,
Trillennium Systems or any components thereof, Licensee shall promptly report
the same to Licensor and furnish such written evidence or other documentation as
Licensor may deem appropriate. Licensor shall not be liable for any such
shortage, damage or discrepancy unless Licensor has received notice and
substantiating evidence thereof from Licensee within forty-five (45) days after
delivery. If the substantiating evidence delivered by Licensee shall demonstrate
to Licensor’s satisfaction that Licensor is responsible for such shortage,
damage or discrepancy, Licensor shall promptly deliver additional or substitute
Trillennium Products, Trillennium Systems or any components thereof to Licensee
in accordance with the delivery procedures set forth herein, but in no event
shall Licensor be liable for any additional costs, expenses or damages incurred
by Licensee directly or indirectly as a result of such shortage, damage or
discrepancy in or to a shipment.

    


    9.6.
Licensor’s Failure to Supply
Trillennium Products. In the event that Licensee submits a Purchase Order
and satisfies all of the payment and export informational requirements imposed
upon Licensee pursuant to this Agreement with respect thereto, but Licensor
fails to accept the Purchase Order or ship the ordered Trillennium Products,
Trillennium Systems or any components thereof for any reason other than those
set forth in this Agreement which would permit Licensor to reject the Purchase
Order or fail to fulfill the order, then solely for the purpose of determining
whether Licensee shall have complied with the purchase obligations imposed upon
it pursuant to Section 7.1 and/or 7.2 hereof, the Trillennium Products
identified in such Purchase Order shall be deemed to have been purchased and
paid for.

    


    9.7.
Product Changes.
Licensor shall not make changes that materially affect or alter the product
specifications for any product to be marketed by Licensee hereunder without the
written concurrence of Licensee.

    


    9.8.
Risk of Loss. Risk of
loss for Trillennium Products, Trillennium Systems or any components thereof
shipped by Licensor to Licensee or to Licensee’s designated End User shall pass
to Licensee upon departure from Licensor’s first point of shipment.

    


    10. PRODUCT SOFTWARE.

    


    10.1.
Pre-Existing
Trillennium Product
Software. Licensor previously created software for use as an integrated
component of its Trillennium System which it has engineered pursuant to its own
specifications and which Licensee acknowledges and agrees is exclusively owned
by Licensor. Such Trillennium Product Software is commonly known as the “TMI Med
Image 5.0 Product Software.” All such software and all such software as has been
developed and/or is incorporated into use with the Trillennium Products or
Trillennium Systems or shall hereafter be developed and/or incorporated into use
with the Trillennium Products and/or Trillennium Systems, including but not
limited to all design characteristics and/or source code relating thereto, is
Trillennium Product Software, exclusively owned and controlled by
Licensor.

    


     

    
      
        
        

      

      
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    10.2.
Future Software Engineering
Services. In the event that Licensee asks Licensor to create additional
software during the Term or the Renewal Term, if applicable, Licensor shall do
so, and Licensee shall pay therefore, pursuant to the terms of a separate
agreement to be entered into by the Parties with respect thereto. Any such
additional software created by Licensor shall be deemed to be Trillennium
Product Software for all purposes of this Agreement. Licensee agrees it shall
not directly or indirectly participate in the creation of any software, design
characteristics and/or source code directly or indirectly competing with
Trillennium’s Product Software. Licensor further agrees that any software
enhancements, improvements, upgrades or modifications as well as any new
software developed and made available for use in Trillennium Systems shall
promptly be made available to Licensee on a best market price or best market
rate basis.

    


    10.3.
Proprietary Rights in Product
Software. Licensee shall not without the prior written consent of
Licensor disclose (a) any design characteristics or implementation detail of the
Product Software or (b) any of the source code or the Trillennium Product
Software. Licensee shall not in any manner, directly or indirectly, participate
in the distribution, sale, transfer, or use of any Trillennium Product Software
or unlicensed derivations thereof, with or without incorporation into or with
any Trillennium Product or System, without Licensor’s express written consent,
which consent Licensor shall not be required to grant and if Licensor decides,
in its sole discretion, to grant the same, it may do so on such terms and
conditions as it shall determine in the exercise of its sole
discretion.

    


    10.4.
Cooperative End User Software
Support. Licensor and Licensee shall use commercially reasonable efforts
to reach an agreement with respect to providing maintenance and other customer
support service to End Users of Licensee within the Territories. There shall be
a separate service and support agreement that describes the service,
recalibration and support obligations of each Party.

    


    10.5.
Public Information.
Licensee agrees that the existence of a copyright notice or patent
application shall not cause or be construed as causing any Trillennium Product
Software to be deemed published or in the public domain or as evidencing
Licensor’s intent to waive any rights under law with respect to the protection
of Trillennium Product Software.

    


    10.6.
Legal Action. At either
Party’s request, the other Party will cooperate fully with the requesting Party
in any and all legal actions taken by or brought against the requesting Party to
enforce or protect the requesting Party’s rights in and with respect to any
patent, trademark, copyright or other intellectual property encompassing or
incorporated into any Trillennium Product.

    


    11. LICENSOR’S PRODUCT AND SOFTWARE
WARRANTIES; LICENSOR’S REPRESENTATIONS.

    


    11.1.
Trillennium Products.
Licensor will repair or replace any parts or material contained in any
Trillennium Product or Trillennium System or any component thereof found
defective as the result of flaws in design or manufacture when reported in
writing within one (1) year from the date of sale of the subject Trillennium
Product, Trillennium System or any component thereof to Licensee. Once a return
authorization is approved and assigned, Trillennium Products, Trillennium
Systems or any component thereof to be repaired under this warranty are to be
returned to Licensor with shipping charges to be prepaid by the End User, who
shall assume all risk and cost of shipping to and from Licensor’s designated
point of delivery. In the event that Licensor determines, in its sole judgment
and discretion, for purpose of repair, that an on-site inspection is required,
this warranty does not cover transportation of factory-trained service personnel
to and from the installation site or expenses while there. The foregoing
warranty shall be void if the Trillennium Product, Trillennium System or any
component thereof in question has been disassembled, tampered with, altered or
otherwise damaged, without prior written consent from Licensor, or if considered
by Licensor to have been abused or used in abnormal conditions. The foregoing
warranty shall constitute the exclusive remedy available to Licensee and its End
User and shall be considered a condition of sale and use. Licensor shall not be
liable for any loss or damage, including loss of profit or consequential
damages, resulting from or attributed to the use of any Trillennium Product,
Trillennium System or any component thereof or resulting from a defect in design
or manufacture of any Trillennium Product or Trillennium System or any component
thereof.

    


     

    
      
        
        

      

      
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    11.2.
Product Software.
Licensor warrants, for a period of ninety (90) days after delivery of a
Trillennium System to an End User, and solely for the benefit of such End User,
that the Product Software will perform in all material respects in accordance
with the applicable documentation and specifications provided to Licensee by
Licensor. Licensor shall make such warranty available to Licensee’s End Users,
provided, however, that such warranty shall not apply to any software interface,
modification, installation, integration or other software not developed and
provided by Licensor. Licensor reserves the right to charge a fee based on time,
materials and costs, for all services provided pursuant to any claim under this
warranty that Licensor, in its sole discretion, subsequently determines was not
caused by a defect in the Product Software.

     

    11.3.
Disclaimer. EXCEPT FOR THE
EXPRESS WARRANTIES PROVIDED IN THIS
ARTICLE 11, THE TRILLENNIUM PRODUCTS AND PRODUCT SOFTWARE AND ALL COMPONENTS
THEREOF ARE PROVIDED “AS IS.” THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION
ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY,
INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF
INFORMATIONAL CONTENT, OR SYSTEM INTEGRATION, OR ANY WARRANTIES ARISING UNDER
ANY OTHER LEGAL REQUIREMENT. EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 11.2,
LICENSOR MAKES NO WARRANTY THAT THE PRODUCT SOFTWARE WILL RUN PROPERLY ON ANY
HARDWARE, THAT THE PRODUCT SOFTWARE WILL MEET THE REQUIREMENTS OF LICENSEE OR
AUTHORIZED END USERS, WILL OPERATE IN THE COMBINATIONS WHICH MAY BE SELECTED FOR
USE BY LICENSEE OR AUTHORIZED END USERS, OR THAT THE SERVICES OR OPERATION OF
THE PRODUCT SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL ERRORS
WILL BE CORRECTED.

    


    11.4.
Licensor’s
Representations. Licensor represents, warrants, covenants, and agrees, as
follows:

    (a)
Licensor is the exclusive owner and distributor of the Trillennium System, which
currently incorporates thermal imaging cameras manufactured by Mikron Infrared
Inc.

     

    (b)
Mikron Infrared Inc. is, based upon Licensor’s extensive due diligence, the
owner of the proprietary and patented technology incorporated in the thermal
imaging cameras it manufactures and as are currently utilized by Licensor in its
Trillennium System.

    


    (c)
Licensor has the exclusive right to distribute and license the Trillennium
System worldwide.

    


    12. INDEMNIFICATION

    


    12.1.
Indemnification of
Licensee. Licensor shall indemnify, defend and hold harmless Licensee and
its officers, directors, employees, stockholders, agents and representatives
(collectively, the “Licensee
Indemnified Parties”) from and against any loss, liability, obligation,
claim, diminution in value, damage, cost or expense, including reasonable
attorneys’ fees and disbursements and costs of investigation in connection with
any claim, action, suit or proceeding (each a “Loss”) suffered or incurred
by, or asserted against, any Licensee Indemnified Party that is attributable to,
is based upon, is caused by, results from, or in any way arises from any breach
or failure to perform by Licensor of any of its obligations, covenants or
agreements set forth in this Agreement.

    


     

    
      
        
        

      

      
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    12.2.
Indemnification of
Licensor. Licensee shall indemnify, defend and hold harmless Licensor and
its officers, directors, employees, stockholders, agents and representatives
(collectively, the “Licensor
Indemnified Parties” and together with the Licensee Indemnified Parties,
the “Indemnified
Parties”) from and against any Loss suffered or incurred by, or asserted
against, any Licensor Indemnified Party that is attributable to, is based upon,
is caused by, results from, or in any way arises from:

    


    (a) any
breach or failure to perform by Licensee of any of its obligations, covenants or
agreements set forth in this Agreement;

    


    (b) any
inaccuracy in or breach of any covenant, agreement, representation or warranty
of Licensee contained in this Agreement, and any claim, action, suit or
proceeding by any third party alleging facts that if proven would constitute an
inaccuracy in or breach of any such covenant, agreement, representation or
warranty of Licensee, provided the same is not the result of any fault of
Licensor; or

    


    (c) any
claim, action, suit or proceeding brought by any third party (including without
limitation any governmental entity) in connection with Licensee’s production,
distribution, marketing and/or use of any Trillennium System, provided the same
is not the result of any fault of Licensor.

    


    12.3.
Indemnification Claim
Procedure.

     

    (a) Any
Indemnified Party seeking indemnification under this Article 12 shall give
prompt written notice to the persons against whom indemnification is sought (the
“Indemnifying Party”) of the assertion of any claim by a third party or the
discovery of any fact upon which the Indemnified Party intends to base a claim
under this Article 12. The delay or failure of any Indemnified Party to provide
notice hereunder shall not in any way limit its indemnification rights hereunder
except to the extent that the Indemnifying Party demonstrates that its ability
to defend or resolve such claim is actually and materially prejudiced thereby.
Any such notice shall describe the facts and circumstances upon which the
asserted claim for indemnification is based and shall include the amount of the
indemnified Losses (or, if such amount is not then determined, a good faith
estimate thereof) and the basis for the determination of the amount of such
Losses.

    


    (b) With
respect to a third party claim:

    


       (i) The Indemnifying Party may, if
applicable, and at the request of the Indemnified Party shall, participate in
and control the defense of any third party claim at its own expense. If the
Indemnifying Party elects to assume the defense (whether or not obligated to) of
any such claim, the Indemnified Party may participate in such defense, but in
such case the expenses of the Indemnified Party shall be paid by the Indemnified
Party. If the Indemnifying Party shall fail to defend a third party claim or, if
after commencing or undertaking any such defense, shall fail to prosecute or
shall withdraw from such defense, the Indemnified Party shall have the right to
undertake the defense thereof at the Indemnifying Party’s expense.
Notwithstanding the foregoing, if the Indemnifying Party assumes the defense of
a third party claim and if the Indemnified Party later determines in good faith
that the third party claim is (x) likely to materially adversely affect it or
its business in a manner that may not be adequately compensated by money damages
or (y) may expose the Indemnified Party to potential obligations or Losses that
may not be fully satisfied by the Indemnifying Party, then the Indemnified Party
may, by written notice to the Indemnifying Party, assume the exclusive right to
defend, compromise, or settle such claim. If the Indemnified Party shall so
assume the exclusive right to defend, compromise, or settle such claim as it
relates to the Indemnified Party’s liability only, all attorneys’ fees and other
expenses incurred by the Indemnified Party in the defense, compromise or
settlement of such claim shall be at the Indemnifying Party’s
expense.

    


     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

       (ii) The Party controlling the defense
of any third party suit, action or proceeding shall keep the other Party advised
of the status of such action, suit or proceeding and the defense thereof and
shall consider in good faith recommendations made by the other Party with
respect thereto.

    


       (iii) The Indemnifying Party shall not
settle any third party claim without the consent (which consent shall not be
unreasonably withheld or delayed) of the Indemnified Party if any relief, other
than the payment of money damages which the Indemnifying Party shall be
obligated to pay in full, would be granted against the Indemnified Party or its
Affiliates by such settlement or if the Indemnified Party would be liable to the
third party for any portion of such settlement.

    


    12.4.
LICENSOR’S TRADEMARKS AND
TRADENAMES. Licensor owns numerous trademarks and trade names (“Trillennium Marks”), including
but not limited to the Trillennium® trademark and trade name. This Agreement
does not confer or grant to Licensee any right or license to use Trillennium
Marks. Licensee expressly covenants and agrees that it shall not use any of the
Trillennium Marks for any purpose without first obtaining Licensor’s written
consent to do so.

    


    13. DEFAULT;
TERMINATION.

    


    13.1.
Events of Default. Each
of the following shall constitute an Event of Default:

    


    (a) There
shall occur any failure by Licensee to pay, when due, any sum due and owing with
respect to the purchase of Trillennium Systems or any components thereof, it
being expressly understood and agreed that Licensee’s payment obligation
hereunder arises only with respect to Trillennium Products, Trillennium Systems
or any components thereof actually ordered and not as the result of any failure
to order regardless of whether Licensee has satisfied its minimum purchase
requirements as set forth in paragraphs 7.1 or 7.2 hereinabove; or

    


    (b) Any
covenant, representation or warranty made by Licensee or Licensor in this
Agreement shall prove to have been untrue or incorrect in any material respect;
or

    


    (c)
Licensee shall fail to perform any of the agreements or obligations imposed upon
it pursuant to this Agreement, provided, however, that Licensee’s failure to
comply with the purchase obligations set forth in Article 7 hereof shall not
constitute or be deemed to be an Event of Default which would entitle Licensor
to exercise any of the remedies specified in Section 13.2 hereof;
or

    


    (d)
Licensor shall fail to perform any of the agreements or obligations imposed upon
it pursuant to this Agreement; or

    


    (e)
Licensee or Licensor shall

    


    (i)
voluntarily dissolve, liquidate or terminate operations or apply for or consent
to the appointment of, or the taking of possession by, a receiver, custodian,
trustee or liquidator of all or of a substantial part of its
assets;

     

    (ii)
admit in writing its inability, or be generally unable, to pay its debts as the
debts become due;

    


    (iii)
make a general assignment for the benefit of its creditors;

    


    (iv)
commence a voluntary case under the federal Bankruptcy Code (as now or hereafter
in effect); or

    


    (v) file
a petition seeking to take advantage of any other law relating to bankruptcy,
insolvency, reorganization, winding up, or composition or adjustment of debts,
(vi) fail to controvert in a timely and appropriate manner, or acquiesce in
writing to, any petition filed against it in an involuntary case under the
federal Bankruptcy Code, or (vii) take any corporate action for the purpose of
effecting any of the foregoing; or

    


     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (f) An
involuntary petition or complaint shall be filed against Licensee or Licensor
seeking bankruptcy relief or reorganization or the appointment of a receiver,
custodian, trustee, intervener or liquidator of Licensee, of all or
substantially all of its assets, and such petition or complaint shall not have
been dismissed within 60 days of the filing thereof; or an order, order for
relief, judgment or decree shall be entered by any court of competent
jurisdiction or other competent authority approving or ordering any of the
foregoing actions.

    


    13.2.
Rights and Obligations upon
Licensee’s or Licensor’s Default. Upon the occurrence of any of the
Events of Default specified below, Licensor or Licensee, as the case may be,
shall have the following rights and obligations:

    


    (a) Upon
occurrence of an Event of Default specified in Sections 13.1(a), (e) or (f), to
terminate this Agreement immediately upon the giving of notice thereof to the
non-defaulting Party.

    


    (b) Upon
occurrence of an Event of Default specified in Section 13.1(b), (c) or (d), to
terminate this Agreement on the fifteenth (15th) day
after notice of such termination shall be given to Licensee or Licensor, as the
case may be, unless within such period of time, the defaulting Party shall have
cured the Default specified in such notice.

    


    (c)
Termination of this Agreement shall not release the defaulting Party from the
obligation to make payment of all amounts then or thereafter due and payable to
Licensor hereunder.

    


    (d)
Licensor shall have the right at its option to cancel any or all accepted
purchase orders which provide for delivery after the effective date of any such
termination.

    


    14. CONFIDENTIALITY. Licensee and
Licensor both acknowledge a duty of care to each other. Each Party’s trade
secrets and business information, including but not limited to customer lists,
management information, and strategies and plans, that become known to the other
are to be treated as confidential, are to be used solely in connection with the
performance of this Agreement, and are not to be disclosed to anyone other than
Licensee’s or Licensor’s officers and employees, as the case may be, who require
access to the confidential information to perform their obligations under this
Agreement. On termination of this Agreement, each Party shall deliver to the
other all confidential information and materials and all copies thereof. The
duty of confidentiality will survive the termination of this
Agreement.

    


    15. SUSPENSION OF PERFORMANCE.
Whenever a Party’s performance of its obligations, other than those obligations
involving payments for goods delivered, are substantially impaired by reason of
circumstances beyond the reasonable control of such Party, including but not
limited to failures or delay caused by the other Party, acts of God (including
without limitation, flood or earthquake), war, embargo, strike, labor
disturbance, riot, public disorder, terrorism, catastrophes of fire or
explosion, local or foreign laws or regulations not existing at the time of
execution of this Agreement, inability, beyond the party’s ability to control,
to secure materials or transportation facilities, or the intervention of any
governmental authority, then such performance will be excused during the course
of such events and for a reasonable time thereafter. To assert the right to
suspend performance, a Party must provide notice to the other Party within seven
(7) days of the event justifying the suspension. The Parties will make
commercially reasonable efforts to minimize the impact of such events, and the
party receiving such notification shall be entitled to suspension of its
performance during such period of interruption.

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

     

    Additionally,
Licensor agrees that it shall notify Licensee within three (3) business days of
its receipt of any impending or threatened interruption in the supply of any
components, which would impair Licensor’s ability to deliver Trillennium Systems
in accord with the terms of this Agreement.

    


    16. DISPOSITION PERIOD. If this
Agreement is terminated for any reason, Licensee will have One Hundred Twenty
(120) days to dispose of its remaining inventory of Trillennium Products or
Trillennium Systems or any components thereof in a manner consistent with the
terms of this Agreement. If Licensee is unable to sell all remaining inventory
within this period, Licensor will make reasonable efforts to find a third party
buyer or otherwise dispose of the inventory.

    


    17. GOVERNING LAW. All matters
arising out of or relating to this Agreement and the transactions contemplated
hereby (including without limitation its interpretation, construction,
performance and enforcement) shall be governed by and construed in accordance
with the internal laws of the State of Ohio without giving effect to any choice
or conflict of law provision or rule (whether of the State of Ohio or any other
jurisdiction) that would cause the application of laws of any jurisdictions
other than those of the State of Ohio to be applied.

    


    18. SUBMISSION TO JURISDICTION.
Each of the Parties to this Agreement:

    


    (a)
submits to the personal jurisdiction of the courts of the State of Ohio in Lucas
County or the United States District Court for the Northern District of Ohio
located in Toledo, Ohio, in any action or proceeding arising out of or relating
to this Agreement or any of the transactions contemplated by this
Agreement;

    


    (b)
agrees that all claims in respect of such action or proceeding may be heard and
determined in any such court;

    


    (c)
agrees that it shall not attempt to deny or defeat such personal jurisdiction by
motion or other request for leave from any such court; and

    


    (d)
agrees not to bring any action or proceeding arising out of or relating to this
Agreement or any of the transaction contemplated by this Agreement in any other
court.

    


    Each of
the Parties hereto waives any defense of inconvenient forum to the maintenance
of any action or proceeding so brought and waives any bond, surety or other
security that might be required of any other Party with respect thereto. Any
Party hereto may make service on the other Party by sending or delivering a copy
of the process to the Party to be served at the address and in the manner
provided for the giving of notices in Section 19. Nothing in this Section 18,
however, shall affect the right of any Party to serve legal process in any other
manner permitted by law.

    


    19. NOTICES. All notices, and
other communications required in this Agreement will be in writing and will be
sent by certified mail, postage prepaid, return receipt requested, by a
recognized international courier service or by electronic communication. Notices
will be sent to the addresses shown at the beginning of this Agreement, or to
any other address a Party may designate by notice in accordance with this
Section. Notices will be deemed delivered when (a) the return receipt is signed,
delivery is refused, or the notice is designated by the postal authority as not
deliverable; (b) on the date of delivery recognized by an international courier
service; (c) or on the date of transmission if sent by electronic communication.
Notwithstanding the above, electronic notices and Purchase Orders sent to
Licensor will only be deemed delivered when their delivery or acceptance is
formally acknowledged by return notice from Licensor to Licensee.

    


    20. INDEPENDENT CONTRACTOR.
Nothing herein shall be deemed to constitute Licensor and Licensee as partners
or otherwise associated in or with the business of the other. Licensee is and
will always remain an independent contractor and neither Party shall be liable
for any debts, obligations, or liabilities of the other. Neither Party is
authorized to incur debts or other obligations of any kind on the part of or as
agent for the other. It is expressly recognized that no fiduciary relationship
exists between the Parties.

    


     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

    21. WAIVERS. The failure or delay
of either Party to require performance by the other of any provision of this
Agreement will not affect the right of that Party to require performance of that
provision or to exercise any right, power, or remedy under this Agreement. A
waiver regarding a breach of a provision of this Agreement is not to be
construed as a waiver of any continuing or succeeding breach of that provision,
a waiver of the provision itself, or a waiver of any right, power, or remedy
under this Agreement.

    


    22. SURVIVAL. All agreements,
representations, and warranties made in this Agreement or made in writing
pursuant to this Agreement will survive the termination or execution and
delivery of this Agreement and the consummation of the transactions contemplated
herein and hereby.

    


    23. SEVERABILITY. If any provision
of this Agreement is contrary to, prohibited by, or deemed invalid under
applicable laws or regulations, only that provision will be deemed omitted to
the extent it is contrary, prohibited, or invalid, and the remainder of the
Agreement will be given full force and effect so long as the Agreement does not
then fail in its essential purpose or purposes. The Parties agree that they will
negotiate in good faith to replace any invalid or unenforceable provision or
provisions with suitable provisions to maintain the economic purposes and
intentions of this Agreement.

    


    24. BINDING EFFECT. The terms and
provisions of this Agreement are binding upon and shall inure to the benefit of
the Parties, their respective legal representatives, successors, and permitted
assigns.

    


    25. AMENDMENTS; SCHEDULES. This
Agreement and the Schedules annexed hereto may only be amended by a writing that
makes specific reference to this Agreement and that is signed by the Party
against whom enforcement is sought.

    


    26. ASSIGNMENT. Licensee shall not
assign this Agreement, or delegate its obligations hereunder without first
having received Licensor’s consent thereto.

    


    27. AUTHORITY AND LEGAL
COMPLIANCE. Licensor represents and warrants that it has the full and
unrestricted legal authority to enter into and perform all of its obligations as
set forth herein and further that it shall comply with all applicable laws,
rules and regulations applicable to this Agreement and its relationship with
Licensee.

    


     IN WITNESS WHEREOF, the
Parties have executed this Agreement effective as of the day and year written
above.

     

     

     

    
      	
              “Licensor”

            	
              Trillennium
      Medical Imaging, Inc.

            	 
      
	 
      	 
      	 
      
	 
      	
               

              By: 
      /s/  John Antonio

              
                
      

              Name:
      John Antonio

              Title:
      President and C.E.O.

            	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              “Licensee”

            	
              Maclath
      LTDA 

            	 
      
	 
      	 
      	 
      
	 
      	
              By:
      /s/ Seth Bogner

              
                
      

              Name:
      Seth Bogner

              Title:
      Managing Director

            	 
      


    

     

     

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    Schedule
A

    Trillennium
Products

    


    


    The
following models of Licensor’s thermal imaging cameras and any equivalent or
future models marketed by Licensor in replacement thereof during the Term of the
Agreement, and the Renewal Term, if applicable, are designated as Trillennium
Products for purposes of the Agreement:

    


    All
Trillennium thermal imaging cameras

    


    Model
7500

    Model
7800

    


    


    (End
of Schedule A)

    


    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    


    


    


    


    Schedule
B

    Fields of
Use

    


    


    Medical
and Veterinary applications

    


    


    (End
of Schedule B)

    


    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    Schedule
C

    Consideration

    


    (a)
Within one (1) business day following Licensee’s receipt of an original of this
Agreement executed by Licensor (the “First Payment Date”), Licensee shall pay to
Licensor’s order, in immediately available funds, the principal sum of
Seventy-Five Thousand Dollars ($75,000), and within five (5) business days after
the First Payment Date, Licensee shall pay to Licensor’s order, in immediately
available funds, the principal sum of Twenty-Five Thousand Dollars ($25,000)
..

    


    (b) No
later than sixty (60) days after the First Payment Date, Licensee shall pay to
Licensor’s order, in immediately available funds, the principal sum of One
Hundred and Twenty-Five thousand Dollars ($125,000).

    


    (c)
Unless otherwise extended in accordance with the terms hereof, Licensee shall,
no later than ninety (90) days after the First Payment Date, pay to Licensor’s
order, in immediately available funds, the principal sum of  Two
Million Six Hundred and Fifty Thousand Dollars ($2,650,000).

     

    (d) Provided
Licensee is not in default of any of the terms and conditions of this Agreement
and further provided that Licensee gives Licensor no less than ten (10) days’
written notice in each instance of its election to extend pursuant to this
paragraph, Licensee may extend the deadline for payment of the balance of Two
Million Six Hundred and Fifty Thousand Dollars ($2,650,000) due pursuant to
paragraph (d) above as follows:

     

    
      	
              i.  

            	
              by
      payment to Licensor’s order, in immediately available funds, of the
      principal sum of One Hundred and Twenty-Five Thousand Dollars ($125,000)
      for an initial thirty (30) day extension;

            
	
              ii.  

            	
              by
      payment to Licensor’s order, in immediately available funds, of the
      principal sum of One Hundred and Fifty Thousand Dollars ($150,000).for a
      second thirty (30) day extension;

            


    

    


    
      	
              iii.  

            	
              by
      payment to Licensor’s order, in immediately available funds, of the
      principal sum of One Hundred and Fifty thousand Dollars ($150,000). for a
      third thirty (30) day extension.

            


    

    


    Licensor
understands and agrees that each of the extension payments described in the
preceding subparagraphs (e)(i) through (e)(iii), inclusive, shall be credited
against the Two Million Six Hundred and Fifty Thousand Dollars
($2,650,000)  due pursuant to paragraph (d) above.

     

        (e)Failure
to make all payments in full pursuant to paragraphs (a) through (d) above when
due, except as may be extended only in accord with paragraph (e) above, shall be
considered an Event of Default and all of Licensee’s rights under this Agreement
shall terminate without recourse against Licensor or right to refund of any
payments or deliveries made to Licensor; provided, however, that such
termination shall not be effective unless and until Licensor has in each such
instance served Licensee with not less than ten (10) days’ written notice of
default and a right to cure such default within such notice period, and Licensee
has failed to cure the default within such cure period.

     

        (f) In
addition to the payments of monies due Licensor as set forth in paragraphs (a)
through (d) above, Licensee shall issue to Licensor’s order, no later than the
First Payment Date, such quantity of shares of Licensee’s voting, restricted and
unregistered common stock (the “Licensee Shares”) as required to constitute, in
the aggregate, a total value of * based on the average closing price per share
of Licensee’s registered common stock for the first five (5) days of public
trading thereof.

    


    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Schedule
C

    Page Two

    


    


    (g)
Licensor understands and agrees that when the Licensee Shares become eligible
for lifting of restriction and resale in the open market, Licensor shall sell no
more than Twenty Million Dollars ($20,000,000) of the total number of shares
issued pursuant to the preceding paragraph (g) in any one (1) calendar month. In
furtherance of this paragraph, Licensor agrees to execute and deliver to
Licensee such leakout agreements from time to time as Licensee may require in
furtherance of Licensee’s strategic operating plans.

    


    (h)
Failure to make delivery of all shares of stock in accordance with the foregoing
paragraph (g) of this Schedule C shall be considered an Event of Default and all
of Licensee’s rights under this Agreement shall terminate without recourse
against Licensor or right to refund of any payments or deliveries made to
Licensor, provided, however, that such termination shall not be effective unless
and until Licensor has served Licensee with not less than ten (10) days’ written
notice of default and a right to cure such default within such notice period,
and Licensee has failed to cure the default within such cure
period.

    


    


    


    (End
of Schedule C)