Exhibit
10.4
 
 Utilisation
Agreement
 
 Entered
into by and between
 
 VIDATECH
Technológiai Kutató, Fejlesztő és Szolgáltató Kft.
 (1095
Budapest, Soroksári út 94-96., company registration number: 01-09-870107,
represented by ROZSNYAY Viktor and KUN Dániel Jr, Managing Directors), as Patent
Holder,
 
 on the
one hand, and
 
 KLAUSZ
Attila
 (residing
at 1025 Budapest, Nagybányai út 77., mother’s name: KOVÁCS Ágnes), as
Utiliser,
 
 on the
other hand, at the date stated hereinbelow, under the following terms and
conditions:
 
 1./ The
Contracting Parties lay down that on 5 November 2007 the Patent Holder submitted
a patent application to the Hungarian Patent Office for the patenting of the
invention entitled “Fire-resistant liquid and process” (hereinafter: Invention),
which was filed under No. 0726068 and its case number is P-07-00710. The Patent
Holder declares that it has paid in due time the fees and costs having become
mature, required for the conduction of the patent proceeding.
 
 Furthermore,
the Patent Holder undertakes the obligation to pay in due time also the fees and
costs becoming mature in the future, whose amount, however, shall be transferred
against invoice by the Utiliser to the Patent Holder’s bank account within 15
days.
 
 The
Contracting Parties lay down furthermore that the patent protection has not yet
been registered.
 
 2./ The
Patent Holder relinquishes the utilisation of the Invention to the Utiliser
without any restriction in time or territory, for all claims, and the Utiliser
will be entitled to exploit the Invention in any possible ways and to any
possible extent.
 
 3./ For
the right of exploitation of the Invention the Utiliser shall pay HUF
20,000,000, say Twenty million Forints for the Patent Holder in such a manner
that simultaneously with the signature of the Agreement he will transfer HUF
10,000,000 to the Patent Holder’s bank account No. 10104167-57302700-01000003
kept with Budapest Bank, then, after performance of the contents of Clause 4,
but no later than by 30 September 2008 he will transfer the further HUF
10,000,000.
 
 4./ After
payment of the first instalment of the fee the Patent Holder will allow for the
Utiliser full and unrestricted inspection of all documents made so far in
connection with the Invention, and it will inform the Utiliser on the rights
relating to the Invention and on all important circumstances which may influence
the exploitation thereof. Furthermore, the Patent Holder shall also transfer its
economic, technological and organisational knowledge related to the
implementation of the Invention.
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  5./ The
Patent Holder undertakes warranty for that during the term of the Utilisation
Agreement no third party will or may have any right or rightful interest, which
would hinder or restrict the utilisation.
 
 6./ The
Patent Holder undertakes warranty for that the Invention is technologically
feasible.
 
 7./ The
Utiliser will have the right to termination by notice with immediate effect in
the event of the violation of the warranty rights described in Clauses 5 and
6.
 
 8./ The
Utiliser shall acquire exclusive right for the exploitation of the Invention and
the Contracting Parties expressly exclude that in line with the exclusivity also
the Patent Holder itself exploits the Invention. The Patent Holder will become
entitled to the own exploitation of the Invention, if the Company will not be
profit-making or will not pay dividend even in the third year following the
commencement of operations.
 
 9./ The
Patent Holder expressly agrees to that the Utiliser assigns its rights to third
parties without any restriction and grants for them a licence for the
utilisation of the Invention.
 
 10./ It
shall be the obligation of the Patent Holder to take care for the maintenance of
the patent during the full term of the Utilisation Agreement.
 
 11./ The
Contracting Parties agree that by 30 September 2008 they will jointly found a
business association (hereinafter: Company), in which the Patent Holder shall
participate with an ownership portion of 30% and the Utiliser will participate
with an ownership portion of 70%. The Utiliser will be entitled to involve also
a third party in the Company to the debit of his own ownership portion, under
the condition that the third party will acknowledge the obligations undertaken
in this Agreement as compulsory for himself and agree to perform them in full
within the deadline.
 
 12./ The
Patent Holder undertakes the obligation to conclude a utilisation agreement with
the Company, after the foundation thereof, which will in each respect correspond
to the provisions of this Agreement, to which the Utiliser consents
unconditionally by signing the agreement. The Contracting Parties declare that
as of the date of the utilisation agreement entered into by and between the
Patent Holder and the Company with contents corresponding to the provisions of
this Agreement the Company will be exclusively entitled to the utilisation. The
Company’s right of utilisation will be entered in the patent
register.
 
 13./ The
costs of the foundation of the Company, including the amount of the registered
capital, shall charge the Utiliser. Furthermore, the Utiliser undertakes the
obligation to contribute, after signature of the utilisation agreement entered
into between the Company and the Patent Holder, the capital required for the
utilisation, but no more than HUF 60,000,000 to the Company in such a manner
that thereby the ownership portions should not be varied. If an amount exceeding
HUF 60,000,000 will be required for the utilisation of the Invention, then this
will be made available for the Company jointly by the Contracting Parties. If
anyone of the Parties does not undertake the top-up of the capital beyond HUF
60,000,000, the other Party will be entitled to enter into his or its place, but
the ownership portions will be modified pro rata the capital top-up
contributed.
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  14./ The
Contracting Parties agree that the management of the Company shall be provided
by KLAUSZ Attila, who shall, however, inform the owners previously on any
undertaking of obligation in excess of HUF 2 million, furthermore, the owners
will be entitled to get informed on the financial processes of the Company on a
regular basis. The rights described in this Clause will be laid down in the
articles of association.
 
 15./ The
Contracting Parties undertake the obligation to accept, upon the foundation of
the Company, articles of association with contents excluding the acquisition of
ownership by any third party without the consent of the members’ meeting of the
Company, given with two-third majority of votes, furthermore, they subject the
removal of the managing director to the three-quarter majority of all
votes.
 
 16./ The
Patent Holder undertakes the obligation that if an unavoidable hindrance to the
feasibility of the Invention or to the relinquishment of the utilisation occurs
or if the relinquishment is frustrated due to a cause imputable to the Patent
Holder, then it will relinquish to the Utiliser or to the Company, against the
fee paid by the Utiliser, the utilisation of the invention under case number
P0800115, entitled “Cleaning from the PVC cover of metals provided with PVC
covering, primarily of electric cables”. If there were no possibility even for
that or if the registration of the patent protection is frustrated, then it will
pay the Utiliser the fee paid so far and the costs covered by the Utiliser
together with default interest within 45 days reckoned from the occurrence of
impossibility. The Utiliser will be entitled to claim also his damage in excess
thereof.
 
 In the
issues not regulated in the Agreement the provisions of Act XXXIII of 1995 and
of the Civil Code shall be governing.
 
 After
having read and interpreted it the Contracting Parties execute the Agreement,
consisting of three numbered pages, as a legal declaration in full conformity
with their will, in possession of due authorisation.
 
 Budapest,
on 5 August 2008
  
 
 
 Patent
      Holder
                Utiliser
 
 
 
 Countersigned
by:
 
 
 Dr
RÁBOCZKI András
 Attorney-at-Law




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