**EXHIBIT 10.30**
**LICENSE AGREEMENT**
     This License Agreement (the “Agreement”) is entered into and effective onthe date last signed below, by and between DAIDONE-STEFFENS LLC, a Pennsylvanialimited liability company, having its principal place of business in Erie,Pennsylvania (“Licensor”) and AESP, INC., a corporation having its principalplace of business in North Miami Beach, Florida (“Licensee”).
     The reasons for this Agreement are as follows:
     A.     Licensor is engaged in the business of collecting and resellingcellular telephone and other battery products in the United States and othercountries of the world.
     B.     Licensor has developed a proprietary process to recondition, restoreand improvethe performance of new and used cellular telephone batteries and other batteryproducts.
     C.     Licensee desires to use Licensor’s proprietary process to restore andimprove battery products for resale as hereinafter set forth.
     NOW, THEREFORE, in consideration of the rights and obligations of theparties in this Agreement, and intending to be legally bound hereby, theparties agree as follows:
**1. Definitions**
          “Battery Products” means new and used nickel cadmium, nickel hydrate andlithium ion batteries used in cellular telephones, laptop computers, and otherelectronic devices powered by batteries. Each of the foregoing is individuallyreferred to as a “Battery Product.”
          “Confidential Information” means, with respect to the Proprietary Process,the Licensed Products, and any modifications, enhancements or improvements ofthe Proprietary Process or the Licensed Products, any and all trade secrets,inventions, and confidential information and know-how, whether in documentaryform, stored on computer storage media or other media or available orally,which is owned or controlled by Licensor or which Licensor has a right tocontrol, during the term of this Agreement including, but not limited todesigns, specifications, technical data, drawings, prints, development journalsand notes of designers and planners, manufacturing methods, manufacturinginformation, engineering instructions, marketing, feasibility, safety or otherinformation concerning marketing and sales, studies and reports and otherinformation, whether provided by Licensor or Licensee or their employees orthird party contractors or consultants, other than any of the above which arein the public domain on or after the Effective Date.
          “Effective Date” means the date when this Agreement is last signed belowby one of the parties.
          “Intellectual Property” means the Confidential Information and theProprietary Process owned or controlled by Licensor during the term of thisAgreement.
          “Licensed Products” means all Battery Products which are processed,designed, manufactured or sold, in whole or in part, through the use ofIntellectual Property.
          “Proprietary Process” means the process owned and developed by Licensor torecondition, restore and improve the performance of Battery Products.
          “Purchased Battery Products” means Battery Products that have been billed,shipped or delivered, whichever occurs first, by or on behalf of Licensee to athird party. At the expiration or termination
 

 

of this Agreement, Battery Products shall be considered Purchased BatteryProducts, even if they have not been billed, shipped or delivered.
          “Territory” means the states of Florida, Georgia, Alabama, Mississippi,South Carolina and North Carolina.
**2.**     **Grant**
               2.1     Exclusive License. Subject to the terms and conditions of thisAgreement, Licensor hereby grants to Licensee an exclusive license underIntellectual Property to manufacture, process and sell Licensed Products in theTerritory. Notwithstanding the foregoing grant of an exclusive license toLicensee, Licensor reserves the right to sell Licensed Products in theTerritory if Licensee is not reasonably able to meet customer demand in theTerritory. Prior to exercising its rights to sell Licensed Products in theTerritory, Licensor shall first notify Licensee, in writing, that Licensor hasreason to believe that Licensee is not adequately meeting customer demand inthe Territory. Licensor shall include in its notice all information upon whichLicensor is basing its belief about Licensee’s failure to adequately meetcustomer demand. Thereafter, Licensee shall have 30 days to address theconcerns raised by Licensor. If Licensee is unable to adequately address theconcerns of Licensor, in the reasonable judgment of Licensor, then Licensorshall thereafter be free to sell Licensed Products in the Territory.
               2.2     Nonexclusive License. Licensor hereby grants to Licensee anonexclusive license under Intellectual Property to Licensed Products in allcountries of the world.
               2.3     Other Domestic Sales. With the prior written consent of Licensor,Licensee may sell Licensed Products in states of the United States outside ofthe Territory. Licensor’s written consent shall not be unreasonably withheld,but may be withdrawn by Licensor if Licensor intends to grant an exclusivelicense for such states to a third party or if Licensor, itself, intends todirectly sell in such states.
               2.4     Quality Control. It is the intent of the parties that the quality andthe performance of Licensed Products shall always be in accordance withstandards, specifications and instructions reviewed and approved by Licensor inwriting. Licensor shall have the right to inspect the premises of Licensee atreasonable times; and Licensor shall also have the right to receive and reviewsamples of Licensed Products before any are manufactured or processed forshipment, in accordance with a reasonable schedule to be established betweenLicensor and Licensee. Licensee agrees to correct, as promptly as possible, anyfaults in Licensed Products and/or in the manufacture or processing thereofthat are brought to Licensee’s attention by Licensor or otherwise. Licenseeagrees to submit to Licensor for inspection and prior approval, which approvalwill not be unreasonably withheld, labels, packaging, advertising andpromotional materials that are proposed to be used in relation to the LicensedProducts.
               2.5     No Sublicense. Licensee shall not have the right to sublicense any ofthe rights granted pursuant to this Agreement.
               2.6     Reservation of Rights. Licensor expressly reserves all rights otherthan those being conveyed or granted in this Agreement. During the term of thisAgreement, Licensee shall not manufacture, process, or have manufactured orprocessed, or sell Licensed Products or any products which are substantiallyequivalent to Licensed Products except as provided in this Agreement.
     **3.**     **Royalties.**
               3.1 Earned Royalty. In further consideration for the licenses grantedhereunder, Licensee shall pay to Licensor a royalty in the amount Fifty ($.50)Cents per each Purchased Battery Product, regardless of whether it is aLicensed Product.
 

 

               3.2 Payment of Royalty. The royalty with respect to Purchased BatteryProducts during each calendar quarter shall be due and payable to Licensor,along with a report showing the basis for the computation of the royalty,within thirty (30) days from the end of each calendar quarter during the termof this Agreement and within thirty (30) days of a termination or expiration ofthis Agreement. If no royalty is due, Licensee shall so indicate in its report.
               3.3 Records. Licensee agrees to maintain at its principal place ofbusiness within the United States complete, accurate and up-to-date books andrecords of all activities relating to the purchase of Battery Products and theorder, manufacture, processing and sale of Battery Products. The books andrecords of Licensee shall contain all of the underlying details necessary toestablish the accuracy of the foregoing items and shall be sufficient to enablean auditor selected by Licensor to verify the reports and payments made byLicensee. Licensee shall retain such books and records, and the rights ofLicensor set forth in paragraph 3.4 shall continue, for a period of three (3)years after the expiration of the term of this Agreement.
               3.4 Audit. At any time during normal business hours, following writtennotice sent at least five (5) days in advance, Licensee shall permit arepresentative of Licensor, or an independent certified public accountant, toexamine the books and records described above, andLicensee shall cooperate in making available to Licensor’s representative oraccountant, any information reasonably requested and necessary or useful toestablish the accuracy of the books and records or to determine the amount ofroyalties due. The fees and expenses incurred by Licensor for the examinationof the books and records shall be borne by Licensor, unless the examination ofthe books and records shows a failure during any quarter to report an excess ofTen (10%) Percent of the amount of royalty earned during that quarter. Anyroyalty which is not paid when due shall bear interest at the rate of 1% permonth on the unpaid balance.
               3.5 Grant of Stock Options. As additional consideration for the rightsgranted to Licensee under this Agreement, Licensee hereby grants to Licensor,or to Licensor’s designees, 300,000 options to purchase Licensee’s common stockat the price thereof as of the close of the trading day on the Effective Date.One hundred thousand (100,000) of the stock options granted to Licensor shallvest as soon as the production line is up and running and the ProprietaryProcess has been delivered to Licensee (such date, the “First Vesting Date.”)The remaining stock options shall vest on the following schedule: 50,000options shall vest one year after the First Vesting Date, 50,000 options shallvest two years after the First Vesting Date; 50,000 options shall vest threeyears after the First Vesting Date; and the final 50,000 options shall vestfour years after the First Vesting Date. The stock options granted pursuant tothis paragraph, if not exercised, shall expire on the tenth anniversary of theEffective Date of this Agreement.
     **4.**     **Production Line Setup; Technical Assistance.**
               4.1 Production Line Setup. Prior to the effective date of this AgreementLicensor shall provide production line setup support together with allequipment necessary for Licensee to employ the Proprietary Process. Prior toproviding the production line setup and equipment to Licensee, Licensor andLicensee shall agree upon the costs and expenses which Licensor will charge toLicensee in connection therewith. If the parties are unable to agree upon thecosts and expenses associated with the production line setup and equipment,either party may terminate this Agreement upon five days written notice to theother party. At the termination of this Agreement, Licensor shall purchase, andLicensee shall sell to Licensor, all of the equipment used by Licensee inconnection with the Proprietary Process. The sale price for such equipmentshall be the fair market value thereof as determined by an appraiser jointlyselected by Licensor and Licensee. In arriving at the fair market valuedetermination of such equipment, the appraiser shall not consider the value ofany Intellectual Property associated with the use or design of such equipment.
 

 

               4.2 Technical Assistance. During the term of this Agreement, Licensorshall make available to the employees of Licensee, such ConfidentialInformation as is necessary to carry out the intent of this Agreement.Additionally, Licensor shall make one of Licensor’s employees available toLicensee to provide technical consultation and assistance with respect to theLicensed Products and the Intellectual Property. Licensor shall be responsiblefor the costs of such technical assistance, unless Licensor’s technicalemployee is required to travel toLicensee’s premises, in which event Licensee shall reimburse Licensor foragreed upon traveland subsistence expenses of Licensor’s technical employee.
     **5.**     **Promotion And Sale Of Licensed Products**. Licensee agrees that followingthe Effective Date and throughout the term of this Agreement it will use itsbest efforts to promote the sale of Licensed Products by actions which include,but are not limited to, advertising Licensed Products to potential customers,showing Licensed Products at trade shows attended by potential customers, andperiodically having sales representatives call on potential customers to sellLicensed Products with the same frequency as is Licensee’s practice withrespect to Licensee’s other products. The Licensed Product shall be offered forsale in the Territory, in reasonable commercial quantities, on or before 180days after the production line is up and running and the Proprietary Processhas been delivered to Licensee. The parties agree that time is of the essencewith respect to this requirement. The price to Licensee for such BatteryProducts shall be Licensor’s cost plus 22%.
     **6.**     **Licensee’s Obligation to Purchase Battery Products.**During the term ofthis Agreement, Licensee shall purchase and obtain all Battery Products fromLicensor. If Licensor is unable to meet Licensee’s purchase requirements forBattery Products, Licensee, after written notice to Licensor, may purchaseBattery Products from other sources; provided, however, that Licensee shallkeep such documents and records as are necessary to establish Licensor’sinability to meet Licensee’s demand for Battery Products.
     **7.**     **Confidentiality, Non-Competition and Non-Solicitation.**
          7.1     Confidential Disclosure. Licensee shall hold in confidence allConfidential Information disclosed to it by Licensor and shall not disclosesuch Confidential Information to any third party or use such ConfidentialInformation for any purpose, whatsoever, other than for the purposes set forthin this Agreement, without the prior written consent of the Licensor. Inaddition, Licensee shall confine the disclosure of Confidential Information tothose individuals within the Licensee’s company who have a need to know suchConfidential Information for the purpose of business transactions contemplatedby this Agreement. Licensee will use its best efforts to ensure thatindividuals receiving such Confidential Information do not disclose suchConfidential Information to any third party.
          7.2     Confidential Period. The foregoing obligations of confidentiality withrespect to Confidential Information shall apply for a period terminating three(3) years from the date of the expiration or termination of this Agreement.
          7.3     Exceptions. Confidentiality obligations shall not apply to anyConfidential Information which was previously known by Licensee prior to itsreceipt from the other and was not previously obtained directly or indirectlyfrom the other; which is or becomes in the public domain or available to thegeneral public other than through a breach of this Agreement or any otheragreement between the parties; or which was obtained from a third party who isin lawful possession of it and did not obtain it from a party to this Agreementor a parent, subsidiary or a party in privity with a party to this Agreement.
 

 

          7.4     Covenant Not to Compete. For a period of 36 months after terminationof this Agreement, Licensee will not in any manner, or in any location,directly or indirectly, own, manage, work for, advise, assist, operate, join,control, participate in or be connected as an partner, creditor, investor,advisor, consultant or otherwise, any business or business entity whichcompetes with Licensor in the development, marketing, selling, restoration,reconditioning, improvement or revitalization of Battery Products.
          7.5.     Non-Solicitation of Customers and Employees. For a period of 36months after termination of this Agreement, Licensee shall not make any contactwith existing customers or employees of Licensor for the purpose of competingwith Licensor or for any purpose.
          7.6     Remedies. In connection with the provisions of this Article 7,Licensee agrees that the limitations (including without limitation any time orterritorial limitations) are reasonable and properly required for the adequateprotection of the business of Licensor, and shall survive the termination ofthis Agreement. If a court of competent jurisdiction should declare any of thecovenants contained in this Agreement as unenforceable because of anyunreasonable restriction of duration and/or territorial area, the parties agreethat such court shall have the express authority to reform such unenforceablecovenant to provide for reasonable restrictions and/or grant such other reliefat law or in equity reasonably necessary to protect the interests of Licensor.Licensee acknowledges that the remedies at law for any breach of theobligations of Licensee set forth in this Article 7 are and will beinsufficient and inadequate to make Licensor whole, and that Licensor shall beentitled to equitable relief, including injunctive relief, in addition to anyavailable legal remedies. Licensor shall be entitled to recover from Licenseeits reasonable attorneys’ fees in connection with its enforcement of theprovisions of this Agreement. Nothing contained in this paragraph 7.6 shall beconstrued as prohibiting Licensor from pursuing any other remedies available toit for breach or threatened breach of this Agreement, including the recovery ofdamages.
     **8.**     **Representations and Warranties, Limitation Of Liability, Indemnity AndInsurance**
          8.1     Representations and Warranties of Licensor. Licensor warrants andrepresents that: (i) it has full right, power and authority to enter into thisAgreement and that it will faithfully perform its obligations under thisAgreement; (ii) it has all necessary intellectual property rights to theProprietary Process to grant the license rights granted to Licensee hereunder;(iii) use of the Proprietary Process does not violate the intellectual propertyrights of any third party; (iv) no infringement or other claim has been broughtagainst Licensor with respect to the Proprietary Process and Licensor is notaware of any facts that may give rise to any such claim in the future; (iv)Licensor has not brought a claim for infringement of its intellectual propertyrights in the Proprietary Process and no facts are currently known to Licensorregarding any such claim that may be brought; and (v) all of the pricing termsset forth in this Agreement are comparable or better to than equivalent pricingterms being offered by Licensor to any present licensee of Licensor or customerof Licensor.
          8.2     Representations and Warranties of Licensee. Licensee warrants andrepresents that it has the full right, power and authority to enter into thisAgreement, and that Licensee will faithfully perform its obligations under thisAgreement.
          8.3     No Product Warranties. Except as otherwise agreed to by Licensor inwriting, Licensor is not providing any express or implied warranty with respectto the Licensed Products, including a warranty of merchantability or of fitnessfor a particular purpose.
          8.4     Licensor’s Indemnity. Licensor shall defend, indemnify and holdLicensee harmless from any and all claims, liability, damages, costs andexpenses (including reasonable attorney’s fees) and including, withoutlimitation, from personal injury (including death) or property damage arisingfrom: (i)
 

 

any breach by Licensor of its representations and warranties set forth inparagraph 8.1; (ii) any breach by Licensor of any other of Licensor’sobligations under this Agreement; (iii) an claim by a third party forinfringement or misappropriation of such third party’s intellectual propertyrights as a result of the licensing or use of the Proprietary Process; and/or(iv) the design, manufacture, processing, or use of any of the LicensedProducts, except that there shall be no duty of indemnification for claims,liability, damages, costs or expenses arising or growing out of Licensee’sgross negligence or material deviation from Licensor’s written quality controlstandards relating to the manufacture, processing, or use of the LicensedProducts. Licensee shall promptly notify Licensor of any notice of a claim orsuit covered by this indemnity and cooperates with Licensor in the defense ofany such claim or suit. Licensee shall have the right to have an attorney ofits own choosing, at Licensee’s expense, participate with Licensor in thedefense of any such claim or suit; provided, however, that if Licensee’sdefenses to such claim are different from or adverse to Licensor’s defenses,than the costs of such separate counsel shall be paid by Licensor.
     Notwithstanding the foregoing, if Licensee becomes subject to a claim by athird party for infringement or misappropriation of such third party’sintellectual property rights then in addition to Licensor’s indemnificationobligations Licensor may, at its sole option and expense: (i) procure forLicensee the right to continue licensing the Proprietary Process in exactly thesame manner and on the same terms as set forth in this Agreement; or (ii)terminate this Agreement and (a) promptly pay Licensee the cost for theproduction line, and (b) take back any inventory purchased by Licensee andcredit Licensee’s account the cost of such inventory (to the extent Licenseeowes Licensor for any such inventory) or refund Licensee the cost of suchinventory.
          8.5     Licensee’s Indemnity. Licensee shall defend, indemnify and holdLicensor harmless from any and all claims, liability, damages, costs andexpenses (including reasonable attorney’s fees) arising from personal injury(including death) or property damage arising or growing out of Licensee’s grossnegligence, or arising or growing out of Licensee’s material deviation fromLicensor’s written quality control standards, relating to the manufacture,processing, or use of the Licensed Products. Licensor shall promptly notifyLicensee of any notice of any claim or suit covered by this indemnity and shallcooperate with Licensee in the defense of any such claim or suit. Licensorshall have the right to have an attorney of its own choosing, at Licensor’sexpense, participate with Licensee in the defense of any such claim orsuit; provided, however, that if Licensor’s defenses to such claim aredifferent from or adverse to Licensee’s defenses, than the costs of suchseparate counsel shall be paid by Licensee.
          8.6     Insurance.
     (a) Licensor and its officers, directors and employees shall be namedas additional insureds with respect to any public liability insurancepolicy which Licensee may have, including umbrella policies, with respectto claims, demands and causes of action arising out of the manufacture,sale and use of Licensed Products. License shall carry such insurance atits own expense with an insurance company having a Moody’s rating of atleast B, in the amount of at least One Million ($1,000,000) Dollars peroccurrence and Two Million ($2,000,000) Dollars in the aggregate during anypolicy year with no deductible, and shall provide Licensor with acertificate of insurance with respect to each such policy and a right toreceive a written notice at least thirty (30) days in advance of theexpiration or termination of each such policy. In addition, Licensee herebywaives and releases all rights of subrogation by Licensee’s insurancecompany against Licensor, and Licensee agrees to obtain an appropriatewaiver of subrogation rights endorsement by its insurer. Notwithstandingthe foregoing, Licensee’s waiver of any right of subrogation shall not beoperative in any case where the effect thereof is to invalidate orotherwise impair any insurance coverage that would otherwise be availableto Licensee or to increase the cost thereof.
 

 

     (b) Licensee shall be named as additional insured with respect to anypublic liability insurance policy which Licensor may have, includingumbrella policies, with respect to claims, demands and causes of actionarising out of the manufacture, sale and use of Licensed Products. Licensorshall carry such insurance at its own expense with an insurance companyhaving a Moody’s rating of at least B, in the amount of at least OneMillion ($1,000,000) Dollars per occurrence and Two Million ($2,000,000)Dollars in the aggregate during any policy year with no deductible, andshall provide Licensee with a certificate of insurance with respect to eachsuch policy and a right to receive a written notice at least thirty (30)days in advance of the expiration or termination of each such policy. Inaddition, Licensor hereby waives and releases all rights of subrogation byLicensor’s insurance company against Licensee, and Licensor agrees toobtain an appropriate waiver of subrogation rights endorsement by itsinsurer. Notwithstanding the foregoing, Licensor’s waiver of any right ofsubrogation shall not be operative in any case where the effect thereof isto invalidate or otherwise impair any insurance coverage that wouldotherwise be available to Licensee or to increase the cost thereof.
          8.7     Best Pricing. Licensor agrees that Licensee’s shall at all timesreceive pricing terms under this Agreement that are at least comparable to orbetter than equivalent pricing terms being offered by Licensor to any licenseeof Licensor or customer of Licensor in a similar position to the Licensee.Licensor agrees to adjust the pricing contained in this Agreement as necessaryto comply with the terms of this provision.
**9.**     **Patents And Trademarks**
          9.1     Patent Protection. Licensor may, but is not obligated to, seek in itsown name and at its own expense, appropriate patent or trademark protection forthe Intellectual Property licensed to Licensee. Licensor makes no warranty withrespect to the validity of any patent or trademark which may be granted.
          9.2     Infringement. Licensee shall promptly notify Licensor of any knowninfringement of any Intellectual Property by a third party. Licensee, with thecooperation of Licensor, shall have the right, but not the obligation, at itsexpense, to take any action to end such infringement and prosecute for damages.Licensee shall be entitled to retain any recovery resulting from such action,less a royalty payment to Licensor for Licensed Products sold by the infringer.Licensor shall have the right, at its option, to join Licensee in theprosecution of any action to enjoin such infringement or any claim for damages,in which case the parties shall share equally in the expenses and in therecovery resulting from such action or claim. If Licensee for any reason failsto commence or prosecute any such action against an infringer, Licensor shallhave the right to bring such action on its own behalf, with which Licenseeshall cooperate, and Licensor shall be entitled to retain any recoveryresulting therefrom.
**10.**     **Term and Termination**
          10.1     Term. This Agreement shall extend for a term of five years, ending onthe fifth anniversary of the Effective Date. This Agreement shall automaticallyrenew for successive periods of one year each unless either party giveswritten notice to the other party of termination, which notice must be given atleast 60 days prior to the end of the then current term.
          10.2     Termination. This Agreement may be terminated by either party uponwritten notice sent to the other on the occurrence of any one of the followingevents:
 

 

               (a) In the event the other party breaches any term of this Agreementrequiring payment of money, and such breach is not remedied within ten (10)days after written notice is sent concerning the breach;
               (b) In the event the other party breaches any term of this Agreement,other than for the payment of money, and such breach is not remedied within aperiod of thirty (30) days after written notice is sent concerning this breach;or
               (c) In the event the other party shall be liquidated, dissolved,insolvent, or entered as a party to bankruptcy or insolvency proceedings.
     10.3     No Waiver and Payment of Fees. Either party’s exercise of any rightof termination does not constitute a waiver of other rights or remediesavailable to that party under this Agreement. If a party incurs attorney fees,costs or expenses in connection with a dispute, breach, default ormisrepresentation hereunder and is the prevailing party in a legal action orproceeding to enforce the terms of this Agreement, that party shall be entitledto recover those attorney fees, costs and expenses, from the other party.
     10.4     Effects of Termination. Immediately upon the expiration of the termof this Agreement or its earlier termination, as the case may be:
               (a) All royalties, fees and other obligations under this Agreement,accrued to the date of expiration or termination shall immediately become dueand payable. The expiration or termination of this Agreement shall not relieveeither party of any obligation to the other arising prior to such termination.
               (b) All obligations and licenses created hereunder shall terminate, uponthe expiration or termination of this Agreement, except for the rights andobligations of the parties set forth in Article 3, Article 7, and Article 8.
               (c) Upon termination, Licensee shall immediately stop the manufacture andprocessing of Licensed Products and shall immediately deliver to Licensor theoriginals and all copies of all Confidential Information in its possession orcontrol, shall remove all Confidential Information from the memory of itscomputers and shall cease selling Licensed Products. However, those LicensedProducts which are ready for sale and on which a royalty is paid in full withinthirty (30) days after expiration or termination may be sold by Licensee withinthree (3) months of expiration or termination. Notwithstanding the foregoingprovision, if Licensee is obligated to provide Licensed Products to a customerpursuant to a written contract which extends past the expiration of the term ofthis Agreement, this Agreement shall continue in effect for up to one yearafter the date of the expiration of the term hereof, but only for the limitedpurpose, and only to the extent necessary, to allow Licensee to meet therequirements of such written contract with Licensee’s customer.
     **11.**     **Relationship Of The Parties**. The parties to this Agreement areindependent contractors. Nothing in this Agreement shall be construed to createa principal-agent, joint venture or partnership relationship between them. Inperforming their obligations under this Agreement and accepting the benefits ofthis Agreement, Licensee and Licensor act on their own account and have noauthority or power to act for, bind, or commit the other. Each party shallcomply with all applicable laws concerning actions required to fulfill itsobligations under this Agreement and shall pay and bear any tax imposed upon itby any taxing authority exercising jurisdiction over it.
     **12.**     **Notices, Further Actions, Press Release**
 

 

               12.1     Notices. Any notice required or permitted to be given hereunder shallbe in writing and shall be hand-delivered, delivered by overnight courier, sentby facsimile transmission followed by mailed copy, or mailed by certified orregistered mail, postage prepaid, return receipt requested, to the partieshereto at their respective addresses set forth below, or at such other addressof which either party shall notify the other party in accordancewith the provisions hereof, and shall be deemed given as of the time ofsuch mailing or delivery, as applicable:      Licensor: Daidone-Steffens LLC   2101 West 12th St.   Erie, PA 16505      Copy to: James M. Antoun, Esq.   MacDonald, Illig, Jones & Britton LLP   100 State Street, Suite 700   Erie, PA 16507-1459      Licensee: AESP, Inc.   1810 N.E. 144th Street   North Miami Beach, FL 33181   Attention: President      Copy to: Philip B. Schwartz, Esq.Akerman SenterfittOne Southeast Third AvenueMiami, Florida 33131
          12.2     Further Actions. Each party covenants that it will, at any time andfrom time to time after the Effective Date, upon request, do execute,acknowledge, and deliver, or will cause to be done, executed, acknowledged, ordelivered, all such further acts, instruments and assurances as may reasonablybe required for the better granting, assuring, and confirming the rights andlicense of this Agreement.
          12.3     Press Release. No party shall issue any press release or make anypublic announcement relating to the subject matter of this Agreement withoutthe prior written approval of the other party; provided, however, that anyparty may make any public disclosure it believes in good faith is required byapplicable law or any listing or trading agreement concerning itspublicly-traded securities (in which case the disclosing party will use itsreasonable efforts to advise the other party prior to making the disclosure).
     **13.**     **Applicable Law, Entire Agreement Dispute Resolution**
          13.1 Applicable Law and Entire Agreement. This Agreement shall begoverned, construed, and enforced in accordance with the laws of theCommonwealth of Pennsylvania, without regard to its laws governing conflicts oflaw. This Agreement contains the entire understanding between the partieshereto with respect to its subject matter and is intended to be an integrationof all prior or contemporaneous agreements, conditions, or undertakings betweenthe parties hereto. No changes or modifications of this Agreement shall bevalid unless the same is in writing and signed by each party. No purported oralleged waiver of any of the provisions of this Agreement shall be valid oreffective unless in writing signed by the party against whom it is sought to beenforced.
 

 

          13.2     Jurisdiction and Venue. Any claim arising out of, connected with orin any way related to this Agreement which results in litigation, may beinstituted by the complaining party and adjudicated only in the state orfederal courts having jurisdiction over Erie, Pennsylvania, and all parties tothis Agreement consent to the personal jurisdiction and the venue in suchcourt. In no event shall any party to this Agreement contest the personaljurisdiction of such court over it or the venue of such court with respect tosuch claims or disputes. The parties hereby agree that service of process maybe made by certified mail to their addresses specified herein or such otheraddress as may be provided from time to time by them.
          13.3     Counterparts and Facsimile Signatures. This Agreement may be executedin any number of counterparts and by different parties hereto in separatecounterparts, each of which when so executed and delivered shall be deemed tobe an original and all of which taken together shall constitute but one and thesame instrument. Delivery of an executed counterpart of this Agreement byfacsimile shall be effective as delivery of a manually executed counterpart ofthis Agreement.
     **IN WITNESS WHEREOF,**each of the parties has executed and delivered thisAgreement, intending to be legally bound hereby, this 31st day of December,2003.    **DAIDONE-STEFFENS LLC**    By: /s/ Terry R. Daidone    Name and Title (print): Terry R. Daidone CEO    **AESP, INC.**    By: /s/ John F. Wilkens      John F. Wilkens, Chief Financial Officer