Filed by Automated Filing Services Inc. (604) 609-0244 - IAS Communications, Inc. - Exhibit 10.10





Execution Copy

Exhibit 10.10 

 NON-EXCLUSIVE LICENSE AGREEMENT 

              THIS
  NON-EXCLUSIVE LICENSE AGREEMENT is entered into by and between West Virginia
  University Research Corporation (referred to in this Agreement as “WVURC”
  or “Licensor”), acting for and in behalf of West Virginia University,
  having its principal office at 886 Chestnut Ridge Road, Morgantown, West Virginia,
  and IAS Communications Inc., having a place of business located at Suite 1103
  – 11871 Horseshoe Way, Richmond, British Columbia V7A 5H5 Canada (referred
  to in this Agreement as “LICENSEE”). 

              WHEREAS,
  WVURC is the owner of certain technology related to contrawound toroidal helical
  antennas; and 

              WHEREAS,
  LICENSEE desires to obtain a non-exclusive license for the commercial development,
  manufacture, use and sale of the said technology; and 

              WHEREAS,
  WVURC is willing to grant a royalty bearing, worldwide, non-exclusive license
  to the said technology to LICENSEE on the terms set forth herein. 

              NOW,
  THEREFORE, WITNESSETH, that for and in consideration of the mutual promises
  and agreements herein contained, and other good and valuable consideration,
  the receipt and sufficiency of all of which are hereby acknowledged, the parties
  hereto expressly agree as follows: 

 1.            Definitions


                A.
               As
  used in this Agreement, “TECHNOLOGY” means the PATENT RIGHTS. 

               B.             
  “PATENT RIGHTS” means WVURC’s rights arising from the U.S.
  patents or applications, including any continuing applications, divisionals,
  and reissues thereof, and the patents issuing from applications which are identified
  in Schedule 1 attached to this Agreement. 

- 1 -




Execution Copy

               C.
               In
  this Agreement, the term “LICENSED METHOD” means any method or process,
  the use of which would constitute an infringement of a patent or patent application
  identified in Schedule 1 in the absence of the license granted to LICENSEE in
  this Agreement.

               
  D.              “LICENSED
  PRODUCT” means any article of manufacture or product which, in the absence
  of the license granted to LICENSEE in this Agreement, would infringe a claim
  of a patent or patent application identified in Schedule 1. 

                E.
               “LICENSED
  INVENTION” means any LICENSED PRODUCT or LICENSED METHOD. 

                F.
               “SALES”
  means the sale, lease, or other transaction for consideration of a LICENSED
  PRODUCT, or practicing a LICENSED METHOD in exchange for consideration. 

                G.
               In
  this Agreement, the term “NET SALES” means SALES by LICENSEE and
  its sublicensees, if any, less (a) sales returns; (b) normal and customary allowances;
  (c) trade discounts; (d) sales to the U.S. Government pursuant to Paragraph
  4.B. of this Agreement; and (e) transportation charges, duties and tariffs if
  separately stated on an invoice, but before the deduction of sales and excise
  taxes, costs of insurance, and agents’ commissions. 

 2.             Grant
   

                A.
               WVURC
  grants to LICENSEE, and LICENSEE hereby accepts, subject to the provisions of
  this Section, a non-exclusive license to make, have made, use,
  import, sell and offer to sell LICENSED INVENTIONS under the PATENT RIGHTS,
  with a right to sublicense others under the terms of Section 3 of this Agreement.


                B.
               Rights
  not expressly granted to LICENSEE in this Agreement are expressly reserved to
  WVURC. 

- 2 -




Execution Copy

                C.
               WVURC
  expressly reserves the right to use the TECHNOLOGY in any manner, including,
  without limitation, the right to license to others and the right to make, have
  made and use LICENSED INVENTIONS for any commercial or noncommercial purpose.


                D.
               [Intentionally
  Omitted]. 

                E.
               Under
  Title 35 U.S.C. Section 203, the United States Government has the right to require
  LICENSEE to grant a non-exclusive, partially exclusive or exclusive license
  under the PATENT RIGHTS in any field of use to a responsible applicant
  or applicants in accordance with 48 C.F.R. § 27.304 -1(g). 

               F.
               LICENSEE
  will make available to WVURC and will grant an irrevocable, paid-up, royalty-free
  non-exclusive license to WVURC to make, have made, use, and have used any improvements
  or developments to the TECHNOLOGY made by LICENSEE for any purpose permitted
  under this Agreement. 

 3.            Sublicenses
  

                A.
               Subject
  to the prior approval of WVURC, which approval may be withheld for any reason,
  WVURC grants to LICENSEE the right to grant sublicenses to third parties to
  make, have made, use, import and sell LICENSED INVENTIONS in which LICENSEE
  has rights under this Agreement. Sublicenses granted under this clause must
  contain all of the conditions, restrictions and reservations of this Agreement
  and must preserve the rights and reservations of WVURC under this Agreement.


                B.
               LICENSEE
  agrees to provide WVURC with a copy of each sublicense at least thirty (30)
  days prior to its execution.

                C.
               LICENSEE
  agrees to pay to WVURC the payments specified in Section 4 of this Agreement.
  With respect to any sublicense, 

- 3 -




Execution Copy

this obligation shall continue as long as a sublicense granted by LICENSEE
  is in effect, and shall be deemed to be an obligation of LICENSEE to WVURC,
  whether or not royalty payments are actually received by LICENSEE from its sublicensees.


                D.
               LICENSEE
  agrees to deliver to WVURC copies of all progress and financial reports delivered
  to LICENSEE by LICENSEE’s sublicensees. With respect to any sublicense,
  this obligation continues as long as a sublicense granted by LICENSEE is in
  effect 

               E.
               Termination
  of this Agreement by either party shall automatically operate as a termination
  of each sublicense granted by LICENSEE. 

 4.            Fees
  and Royalties 

                A.
               As
  consideration for the rights, privileges and license granted under this Agreement,
  LICENSEE agrees to pay to WVURC the fees and royalties set forth below: 

                                  1.
               An
  Annual License Fee of Three Thousand Dollars ($3,000.00) payable
  no later than January 15 of each calendar year during the term of this Agreement
  beginning in January, 2005. WVURC acknowledges that it has received from LICENSEE
  the $3,000.00 annual license fee for the calendar year 2005;


                                  2.
               A
  royalty of Ten (10%) percent of NET SALES during the term of this License Agreement;
  and 

                                  3.
               Fifty
  (50%) percent of other payments, including, but not limited to, Sublicense Revenue
  and annual fees received from sublicensee(s) for use of LICENSED INVENTIONS.
  For purposes of this Agreement, the term “Sublicense Revenue” shall
  mean all cash, sublicensing fees, royalties and all other payments and credits,
  or, in the event of non-cash consideration, the cash equivalent thereof, paid
  to or received by LICENSEE from sublicensees of LICENSEE of its rights hereunder,
  other than research and development funding paid to LICENSEE 

- 4 -




Execution Copy

to conduct research on the Licensed Products. 

                B.
               Royalty
  payments are to be calculated based on NET SALES during the quarterly periods
  extending from January 1 through March 31 (first quarter), April 1 through June
  30 (second quarter), July 1 through September 30 (third quarter), and from October
  1 through December 31 (fourth quarter) of each calendar year, for as long as
  this Agreement remains in effect. Royalty payments for the first, second, third
  and fourth quarters are due on April 30, July 30, October 30, and January 30,
  respectively, of each year. The first royalty payment due under this Agreement
  is based on NET SALES from the effective date of this License Agreement until
  the end of the quarterly period, which includes such effective date. 

                C.
               All
  payments due to WVURC shall be paid in U.S. currency to WVURC, at the address
  set forth in Section 19 of this Agreement. 

 5.            Diligence


                A.             
  LICENSEE will use its best efforts to commercialize one or more LICENSED INVENTIONS
  through a program for commercial exploitation of the PATENT RIGHTS, throughout
  the Term of this Agreement. 

                B.
               This
  Section 5 is a material condition of this Agreement, in the absence of which
  the license conveyed under Section 2 of this Agreement would not have been granted.


 6.            Reports
    

                A.
               LICENSEE
  shall submit semiannual progress reports to WVURC on the dates that second quarter
  and fourth quarter royalty payments are due, when any payment is made. The progress
  reports shall describe LICENSEE’s activities related to the development
  of the TECHNOLOGY and the securing of approvals necessary for commercialization
  of the TECHNOLOGY, including but not limited to LICENSEE’s 

- 5 -




Execution Copy

progress towards commercialization; any problems encountered; LICENSEE’s
  pre-commercialization marketing efforts; any variations from the LICENSEE’s
  business plan; the expected product launch date; any improvements, new patents,
  derivative works, etc. arising from LICENSEE’s work; the first commercial
  sale of products in the United States; the first commercial sale of products
  outside the United States; sales, production or other royalty-generating activity;
  royalty calculations and royalties due; continued efforts in evolving the product/service;
  improvements; sublicenses; foreign registrations, licenses, commercialization,
  etc.; any problems which would potentially affect this Agreement; any infringement
  of the intellectual property rights licensed under this Agreement; and any potential
  litigation involving the licensed intellectual property rights. Reports marked
  by LICENSEE as proprietary financial or business information of LICENSEE will
  be treated by WVURC as proprietary information. 

               B.
               LICENSEE
  shall submit quarterly financial reports to WVURC on the dates that payments
  of royalties are due under Section 4 of this Agreement. Such reports must be
  submitted whether or not any payment is actually made. The financial reports
  shall be certified by an officer of LICENSEE, and must specify the period for
  which royalty payments are calculated, must show total SALES or commercial uses
  made of LICENSED INVENTIONS by LICENSEE and any sublicensee(s) during the reporting
  period, and all other necessary information for WVURC to determine the royalties
  due and paid for the particular reporting period, including but not limited
  to LICENSEE’s fiscal year; U.S. Government, domestic and foreign sales
  of licensed products; a description of the licensed products; unit prices (sale,
  lease, and/or use); the number of units sold or leased; gross sales; net sales;
  royalties due in U.S. dollars; foreign sales by country; the currency exchange
  rate applied, if any. If no 

- 6 -




Execution Copy

SALE, sublicense, or use of licensed product or licensed method has been made
  during a reporting period, a statement to this effect shall be made. Reports
  marked by LICENSEE as proprietary financial or business information of LICENSEE
  will be treated as such by WVURC. 


 7.            Books
  and Records 

                A.
               LICENSEE
  shall keep books and records according to Generally Accepted Accounting Principles,
  accurately showing all SALES of LICENSED PRODUCTS or use of the LICENSED METHODS
  by LICENSEE or sublicensees under the terms of this Agreement. Such books and
  records shall be open to confidential inspection and audit by representatives
  or agents of WVURC at reasonable times, but in no event more than once for each
  calendar year, for the purpose of verifying the accuracy of the semiannual financial
  and progress reports and the royalties due. LICENSEE may request that any such
  inspection and audit be conducted by an independent auditor, in which event
  LICENSEE will pay the costs of the auditor. 

                B.
               The
  fees and expenses of WVURC’s representatives performing the inspection
  and audit will be borne by WVURC. However, if the audit discloses an error in
  royalties owed to WVURC of five (5 %) percent or more of royalties paid to WVURC
  during the audit period, then LICENSEE will pay the fees and expenses of said
  representatives within fifteen (15) days after receipt of an invoice. 

                C.
               The
  books and records required by this Section 7 shall be preserved by the LICENSEE
  for at least five (5) years from the date that the royalty payments were due.

 8.            Term
  of the License Agreement 

                A.
               The
  term of this Agreement shall be deemed to have commenced on the 15th
  day of January, 2005. 

- 7 -




Execution Copy

                B.
               This
  Agreement shall remain in effect until the expiration of the last to expire
  of the patents included within WVURC’s PATENT RIGHTS, unless sooner terminated
  by WVURC or LICENSEE in accordance with the terms of this Agreement (the “Term”).


 9.            Termination
  by WVURC 

                A.
               If
  LICENSEE fails to deliver to WVURC any report when due, or fails to pay any
  royalty or fee when due, or if LICENSEE breaches any other material term of
  this Agreement, WVURC may give written notice of default to LICENSEE. If LICENSEE
  fails to cure the default within twenty (20) days from the date of delivery
  of such notice of default to LICENSEE, WVURC shall have the right to terminate
  this Agreement. This Agreement will terminate upon delivery of written notice
  of termination to LICENSEE. Termination shall not relieve the LICENSEE of its
  obligation to pay any royalty, license or other fees due or owing at the time
  of termination and shall not impair any accrued right of WVURC hereunder. 

                B.             
  LICENSEE agrees to provide notice to WVURC of its intention to file a voluntary
  petition in bankruptcy or, where known to LICENSEE, of another party’s
  intention to file an involuntary petition in bankruptcy for LICENSEE, said notice
  to be received by WVURC at least twenty (20) days prior to filing such petition.
  WVURC may terminate this Agreement immediately upon receipt of such notice at
  its sole discretion. LICENSEE’s failure to provide such notice to WVURC
  will be deemed a material, pre-petition, incurable breach of this Agreement
  and this Agreement will terminate automatically on the date of filing such voluntary
  or involuntary petition in bankruptcy. 

- 8 -




Execution Copy

 10.          Termination
  by Licensee 

                A.
               LICENSEE
  may terminate this Agreement by giving written notice to WVURC. Such termination
  will be effective twenty (20) days from the date of delivery of the notice,
  and all LICENSEE’s rights under this Agreement will cease as of that date.


                B.
               If
  LICENSEE exercises its option to terminate this Agreement without cause, LICENSEE
  agrees to pay WVURC the Annual License Fee specified above multiplied by the
  number of years remaining in the term of Agreement (from the date of notification
  of termination to the expiration of the last to expire of the patents included
  within WVURC’s PATENT RIGHTS) in a lump sum as liquidated damages, and
  not as a penalty, on the effective date of termination. 

                C.
               Termination
  pursuant to this Section shall not relieve LICENSEE of any obligation or liability
  accrued by LICENSEE prior to the effective date of termination or affect any
  rights of WVURC arising under this Agreement prior to termination. 

 11.          Patent
  Prosecution, Maintenance and Disclaimer 

                A             .
  At LICENSEE’s sole cost, it may prosecute and maintain any U.S. patent
  applications for improvements to the TECHNOLOGY. WVURC agrees to reasonably
  cooperate with LICENSEE, upon LICENSEE’s request and at its expense, with
  respect to any such patent prosecution. WVURC shall be the owner of any resulting
  patent from any application subject of this paragraph. 

               B.
               WVURC
  will be responsible for all costs incurred by it up to the effective date of
  this Agreement for filing and prosecuting the U.S. patents and patent applications
  and Patent Cooperation Treaty (PCT) applications identified in Schedule 1 of
  this Agreement. Provided, 

- 9 -




Execution Copy

however, that LICENSEE shall be responsible for all maintenance, annuity and
  other fees related to the PATENT RIGHTS throughout the Term of this Agreement.


 12.           Use
  of Names, Trade Names and Trademarks; Nondisclosure of Agreement Terms

               
  A.             Nothing
  contained in this Agreement confers any right to use in advertising, publicity,
  or other promotional activities any name, trade name, trademark, or other designation
  of either party to this Agreement or West Virginia University (including any
  contraction, abbreviation, or simulation of any of the foregoing). Unless required
  by law, the use of the names “West Virginia University”, “West
  Virginia University Research Corporation” or the name of any facility,
  department, campus or division of either is expressly prohibited. 

                B.
               WVURC
  may disclose to third parties the existence of this Agreement, but agrees not
  to disclose information identified as confidential by LICENSEE, except if WVURC
  is required by law to disclose such information. 

                C.
               LICENSEE
  may disclose to third parties the existence of this Agreement and its terms
  and conditions to the extent determined appropriate by LICENSEE. 

 13.          Warranty
  and Disclaimer  

                A.
               WVURC
  warrants that it, or West Virginia University, is the lawful owner of the PATENT
  RIGHTS. 

                B.
               THE
  TECHNOLOGY IS PROVIDED AS IS, WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS
  FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. WVURC MAKES
  NO REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS OR LICENSED METHODS
  WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. IN NO EVENT WILL WVURC
  BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL 

- 10 -




Execution Copy

DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF LICENSED PRODUCTS
  OR LICENSED METHODS. 

                C.
               Nothing
  in this Agreement shall be construed as: 


                               (i)
               a
  warranty or representation by WVURC as to the validity or scope of WVURC’s
  PATENT RIGHTS;

                             
  (ii)            
  an obligation to bring or prosecute actions or suits against third parties for
  patent infringement, except as provided in Section 14 of this Agreement;

                             
  (iii)            conferring
  by implication, estoppel, or otherwise any license or rights under any patents
  of WVURC other than WVURC’s PATENT RIGHTS; or

                             
  (iv)             an
  obligation by WVURC to furnish any know-how, technical assistance, or technical
  data other than as stated in Section 2 above. 

                D.
               NEITHER
  WVURC NOR ANY OF ITS EMPLOYEES, AGENTS OR CONTRACTORS MAKES ANY WARRANTY, EXPRESS
  OR IMPLIED, OR ASSUMES ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY,
  COMPLETENESS, OR USEFULNESS OF ANY SOFTWARE, INFORMATION, APPARATUS, PRODUCT,
  OR PROCESS DISCLOSED, OR REPRESENTS THAT ITS USE WOULD NOT INFRINGE PRIVATELY
  OWNED RIGHTS OF ANY THIRD PARTIES. 

 14.          Infringement
  

                A.
               In
  the event that either party to this Agreement learns of the infringement of
  any of WVURC’s PATENT RIGHTS, that party will inform the other party in
  writing and will provide the other party with evidence of the infringement to
  the extent available. 

                B.
               WVURC
  and LICENSEE will cooperate to terminate the infringement without litigation.


- 11 -

  




Execution Copy

  

               C.
               If
  the efforts of WVURC and LICENSEE are not successful in resolving the infringement
  within sixty (60) days after the infringer has been formally notified of WVURC
  PATENT RIGHTS, WVURC has the right to:

	 	 	 a.      	 commence suit on its own account; 
	 
	 	 	 b.      	 commence suit jointly with LICENSEE; or 
	 
	 	 	 c.      	 refuse to participate in a suit. 



WVURC will give written notice to LICENSEE, of its election, within ten (10) business days after the expiration of the sixty (60) day period specified above. If WVURC elects not to commence suit or not to commence suit jointly with LICENSEE, then
LICENSEE shall have the right to commence suit and, if required by law, WVURC will join the suit as party plaintiff, if the infringement occurred during the term of this Agreement and in a country where LICENSEE had rights under this Agreement. 

                D.
               Any
  legal action brought under this Section will be at the expense of the party
  initiating the legal action. LICENSEE will bear all expenses of any action brought
  by LICENSEE under this Section, including attorneys’ fees and costs of
  both parties in defending any declaratory judgment actions or counterclaims
  brought by the alleged infringer. If legal action is brought by LICENSEE, WVURC
  shall be entitled to twenty-five (25%) percent of any damage recovery based
  on lost profits of LICENSEE, or a reasonable royalty or both. Legal action brought
  jointly by WVURC and LICENSEE and fully participated in by both will be at the
  joint expense of WVURC and LICENSEE and all recoveries will be shared jointly
  by them in proportion to the share of expenses paid by each. 


                E.
               Each
  party will cooperate with the other in proceedings instituted hereunder, provided
  expenses are borne by the party 

- 12 -




Execution Copy

bringing suit. Litigation will be controlled by the party bringing suit, except
  that WVURC will control the litigation if brought jointly. WVURC may be represented
  by its choice of counsel in any suit brought by LICENSEE. 

                F.
               Neither
  party will settle or compromise any suit without the other party’s written
  consent, which consent will not be unreasonably withheld. 

 15.          Waiver
  

                A.             
  No waiver by either party of any breach or default of any of the covenants or
  terms of this Agreement will be deemed a waiver as to any prior, subsequent
  and/or similar breach or default.

 16.          Assignability
  

                A.
               This
  Agreement may be assigned by WVURC, but is personal to LICENSEE and assignable
  by LICENSEE only with the prior written consent of WVURC, which consent may
  be withheld for any reason. 

                B.             
  In the event that a controlling interest in LICENSEE is obtained by an entity
  different than the entity having a controlling interest on the effective date
  of this Agreement, WVURC may terminate this Agreement at its discretion, which
  discretion will not be exercised unreasonably. LICENSEE agrees to notify WVURC
  thirty (30) days prior to any such change in controlling interest. 

 17.          Indemnity—Product
  Liability 

                A.
               LICENSEE
  will indemnify WVURC, and its officers, employees and agents, against any damages,
  costs and expenses, including attorneys’ fees, arising from the commercialization
  and utilization of WVURC PATENT RIGHTS by LICENSEE and its sublicensee(s), including
  but not limited to the making, using, selling, or exporting of products, processes,
  or services derived therefrom. This indemnification 

- 13 -




Execution Copy

will include, but will not be limited to, product liability claims. 

               B.
               LICENSEE
  will insure its activities relating to the Agreement at its own expense with
  an insurance company acceptable to WVURC or provide a certification of self-insurance
  acceptable to WVURC. LICENSEE will obtain, and maintain a minimum of One Million
  ($1,000,000.00) dollars of comprehensive or commercial form general liability
  insurance (including contractual liability and product liability). These coverages
  will not limit the liability of LICENSEE in any way. LICENSEE agrees to provide
  WVURC with certificates of insurance, including renewals, that show compliance
  with these requirements. LICENSEE’s failure to maintain this insurance
  shall be a material breach of this Agreement, and the license conveyed herein
  will automatically terminate. 

                                  1.
               If
  such insurance is written on a claims-made form, coverage must provide for a
  retroactive date of placement prior to or coinciding with the effective date
  of this Agreement. 

                                  2.
               LICENSEE
  agrees to maintain the general liability insurance specified in this Agreement
  during (a) the period that the LICENSED PRODUCT or LICENSED METHOD is being
  commercially distributed or sold (other than for the purpose of obtaining regulatory
  approvals) by LICENSEE or by a sublicensee, affiliate, or agent of LICENSEE,
  and (b) a reasonable period thereafter, but in no event less than two (2) years
  from the termination of this Agreement. 


                C.
               The
  insurance coverage as required under paragraph 17.B. above must:

                                  1.
               Provide
  for Thirty (30) days’ advance written notice to WVURC of cancellation
  or of any modification; 

- 14 -




Execution Copy

                                 2.
               Indicate
  that WVURC and its officers, employees, students, and agents, have been endorsed
  thereon as additional named insureds; and 

                                 3.
               Include
  a provision that the coverages are primary and will not participate with, nor
  will be excess over, any valid and collectible insurance or program of self-insurance
  carried or maintained by WVURC. 

 18.          Late
  Payments  


In the event royalty payments or fees are not received by WVURC when due, LICENSEE will pay to WVURC interest charges at the prime rate plus one (1%) percent, per annum, calculated from the date the payment or fee was due to the date payment is
actually made. The prime per annum will be determined by the rate published in the Wall Street Journal on the day the payment was due. 

 19.          Notices
  

 Any payment, notice, or other communication required or permitted to be given
  to either party hereto is deemed properly given and effective on the date of
  delivery if delivered in person or by first-class certified mail, postage paid,
  or by facsimile transmission with confirmation, to the respective address or
  facsimile number given below, or to any other address designated by written
  notice to the other party as follows:

               
  In the case of the LICENSEE:

                              
  IAS, Inc. 

                                
  Suite 1103 – 11871 Horseshoe Way 

                                
  Richmond, British Columbia

                                
  V7A 5H5 Canada 

                With
  a copy to: 

                                James
  L. Vandeberg, Esquire 

                                
  The Otto Law Group, PLLC 900

                                
  Fourth Avenue, Suite 3140

- 15 -




Execution Copy



                                
  Seattle, Washington 98164 

                                              AND
  

                In
  the case of WVURC:


                               Dr.
  John D. Weete, President 

                                
  WVU Research Corporation 

                                
  P.O. Box 6216

                                
  Morgantown, WV 26506-6216 

                With
  a copy to: 

                               Andrew
  G. Fusco, Esquire 

                                
  Jeffrey A. Ray, Esquire 

                                
  Eckert Seamans Cherin & Mellott, PLLC 

                                
  2400 Cranberry Square 

                                
  Morgantown, WV 26508-9209 

 20.          Force
  Majeure 


Neither party is responsible for delay or failure in performance of any of the obligations imposed by this Agreement (except obligations requiring the payment of money by LICENSEE to WVURC, which obligations will not be excused or delayed by
conditions of force majeure), if the failure is caused by fire, flood, explosion, lightning, windstorm, earthquake, subsidence of soil, court order or government interference, civil commotion, riot, war, or by any cause of like or unlike nature
beyond the control and without fault or negligence of a party. 

 21.          Patent
  Marking 


LICENSEE agrees to mark, in accordance with the applicable patent marking statute, all LICENSED PRODUCTS which have been made, used, sold or otherwise transferred to a third party, under the terms of this License Agreement. 

 22.         Governing
  Law  

 This Agreement shall be interpreted and construed in accordance with the laws
  of the State of West Virginia 

- 16 -




Execution Copy

23.           Government
  Approval or Registration 


If this Agreement or any associated transaction is required by the law of any nation to be either approved, permitted, or registered with any governmental agency, LICENSEE will assume all legal obligations to do so. LICENSEE will notify WVURC if
LICENSEE becomes aware that this Agreement is subject to a U.S. or foreign government reporting, permitting, or approval requirement. LICENSEE will make all necessary findings and pay all costs including fees, penalties, and all other out-of-pocket
costs associated with such reporting, permitting, or approval process. 

 24.          Disposition
  of Licensed Products on Hand Upon Termination 


Upon termination of this Agreement by either party, LICENSEE must provide WVURC with a written list of any LICENSED PRODUCTS in the process of being sold, sublicensed, or in use by LICENSEE, and must destroy any LICENSED PRODUCTS in the possession
of the LICENSEE unless otherwise directed by WVURC. 

 25.          Miscellaneous
  

                A.
               The
  headings of the sections of this Agreement are included for convenience of reference
  only and are not intended to be a part of or to affect the meaning or interpretation
  of this Agreement. 

                B.
               No
  amendment or modification of this Agreement shall be binding on WVURC and LICENSEE
  unless made in a writing executed by duly authorized representatives of WVURC
  and LICENSEE. 


                C.
               This
  Agreement embodies the entire understanding of WVURC and LICENSEE and supersedes
  all previous communications, representations, or understandings, either oral
  or written, between WVURC and LICENSEE relating to this Agreement. 

- 17 -




Execution Copy

                D.
               In
  the event any one or more of the provisions of this Agreement is held to be
  invalid, illegal, or unenforceable in any respect, the invalidity, illegality,
  or unenforceability will not affect any other provisions hereof, and this Agreement
  will be construed as if such invalid or illegal or unenforceable provisions
  had never been part of this Agreement. 

                E.
               The
  terms and conditions of this Agreement are the result of arm’s length
  negotiations between the parties and their respective counsel. As the result,
  the terms and conditions hereof shall not be construed against either party.



IN WITNESS WHEREOF, both WVURC and LICENSEE have executed this Agreement, in duplicate originals, by their respective, duly authorized, officers on the day and year written above. 


WVURC

	 By:  	 John D. Weete	 
	 Name/Title:	 John D. Weete, President	 
	 Date:  	 March 17, 2005	 
	  	 	 
	  	 	 
	 IAS COMMUNICATIONS INC. 	 
	  	 	 
	 By:  	 /s/ John Robertson	 
	 Name/Title: 	John Robertson, President	 
	 Date:  	 March 3, 2005  	 




- 81 -




Execution Copy

 SCHEDULE 1

 U.S. Letters Patent 5,442,369 

U.S. Letters Patent 6,028,558 

U.S. Letters Patent 6,204,821 

U.S. Letters Patent 5,734,353 

U.S. Letters Patent 5,952,978 

 

- 19 -