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. 

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    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 *, 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
      *.

    


    (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
      *.

    


    (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 *.

     

    (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 * due pursuant to paragraph
      (d) above as follows:

     

    
      	i.  	
              by
                payment to Licensor’s order, in immediately available funds, of the
                principal sum of * for an initial thirty (30) day
                extension;

            


    

    
      	ii.  	
              by
                payment to Licensor’s order, in immediately available funds, of the
                principal sum of * for a second thirty (30) day
                extension;

            


    

    
      	iii.  	
              by
                payment to Licensor’s order, in immediately available funds, of the
                principal sum of * 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 * 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 * 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)