activecare10q20090630ex10-6.htm


    
      

      

    

    
       

       

      LICENSE
AGREEMENT

      


       

      This
License Agreement (this “Agreement”) is made
effective February 27, 2009 (the “Effective Date”) by
and between RemoteMDx, Inc., a Utah corporation (“RemoteMDx” or “Licensor”) and
Volu-Sol Reagents Corporation, a Utah corporation (“Volu-Sol” or “Licensee”).  Each
of Licensor and Licensee may be referred to herein as a “Party” or together as
the “Parties.”

       

      RECITALS:

       

      WHEREAS,
Licensor holds all rights in certain patents (as defined below, the “Patents”) and other
intellectual property and has the right to grant the licenses contemplated by
this Agreement;

       

      WHEREAS, Licensor, under the
Patents, has developed and holds all rights necessary to manufacture, market and
distribute a GPS-based tracking and monitoring device used in the healthcare and
personal security markets (collectively, the “Market”), such
product and related versions thereof commonly known as MobilePAL (as defined
below, the “Product”);

       

      WHEREAS, Licensee is formerly
a wholly-owned subsidiary of Licensor and Licensor divested Licensee in February
2009 (the “Spin-Off”);

       

      WHEREAS, as part of the
Spin-Off, Licensor assigned to Licensee all assets, tangible and intangible,
related to the MobilePAL technology and business and the Product;
and

       

      WHEREAS, Licensor desires to
grant to Licensee, and Licensee desires to accept, an exclusive, royalty-free,
world-wide license to manufacture, market and distribute the Product and to
otherwise exploit the Patents in the healthcare industry, subject to the terms
and conditions of this Agreement.

       

       

      NOW, THEREFORE, in
consideration of the premises and the mutual covenants and promises set forth in
this Agreement, the legal sufficiency of which is hereby acknowledged, the Parties hereby agree as
follows:

       

      1.        
    Grant of
Exclusive Licenses and Other Rights

       

      1.1           Exclusive Patent
License. Licensor hereby grants
to Licensee within the Market the exclusive, perpetual, royalty-free,
irrevocable, worldwide, transferable, sublicensable license of all rights of any
kind conferred by the Patents, including, without limitation, the rights of any
kind to, or conferred by, the Patents to (a) use or otherwise practice any
art, methods, processes, and procedures covered by the Patents, (b) make,
have made, use, offer to sell, sell, import, and otherwise distribute or dispose
of any inventions, discoveries, products, services, or technologies covered by
the Patents, (c) otherwise exploit any rights granted in the Patents and/or
any invention or discovery described in the Patents, and (d) exclude other
Persons from exercising any of such rights.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      1.2           Assignment of Causes of
Action and Other Rights.  Licensor hereby assigns, transfers
and conveys to Licensee for the Market all right, title and interest in and
to:

       

      (a)           Rights
to apply in any or all countries of the world for patents, certificates of
invention, utility models, industrial design protections, design patent
protections, or other governmental grants or issuances of any type related to
any of the Patents and the inventions and discoveries therein;

       

      (b)           All
causes of action and enforcement rights of any kind (whether such claims, causes
of action or enforcement rights are known or unknown; currently pending, filed,
to be filed; or otherwise) under the Patents and/or under or on account of any
of the Patents for past, current and future infringement of the Patents,
including without limitation, all rights to (i) pursue and collect damages,
profits and awards of whatever nature recoverable, (ii) injunctive relief,
(iii) other remedies, and (iv) compromise and/or settle all such
claims, causes of action and enforcement rights for such infringement by
granting an infringing party a sublicense or otherwise; and

       

      (c)           Rights
to collect royalties or other payments under or on account of any of the Patents
or any of the foregoing.

       

      1.3           Product
License.  Licensor hereby grants to Licensee for the Market,
and Licensee accepts, an exclusive, perpetual, royalty-free, irrevocable,
worldwide, transferable (subject to the provisions hereof), sublicensable
license under the Licensed Intellectual Property to make, have made, market,
distribute, sell and otherwise commercially exploit the Product, subject to all
the terms and conditions of this Agreement.  As used in this
Agreement, “exclusive” means that Licensor shall not, during the Term, have any
right to make, have made, market, distribute, sell or otherwise commercially
exploit the Product in the healthcare or personal safety industries or to
authorize any affiliate or third party to do so.

       

      1.4           Trademark
Licenses.  

       

      (a)           Licensor
hereby grants to Licensee for the Market, and Licensee accepts, an exclusive,
perpetual, royalty-free, irrevocable, worldwide, transferable (subject to the
provisions hereof), sublicensable license to use the Licensed Trademarks in
connection with the Product, Product Marketing Materials relating to the
Product, subject to the terms and conditions of this
Agreement.  Licensee may, at its option, place Licensed Trademarks on
the Product. 

       

      (b)           Licensee
shall comply with Licensor’s policies and guidelines for use of the Licensed
Trademarks, as such policies and guidelines may be issued and revised from time
to time, and Licensee shall comply with proper legal standards.  The
initial or most prominent use of a Licensed Trademark in all materials shall be
followed by the appropriate trademark symbol (® or TM). Licensee acknowledges
that the good will and value of the Licensed Trademarks and Licensor’s name may
be adversely affected unless the Product and Product Marketing Materials that
use any Licensed Trademark meet the quality standards of
Licensor.  Upon written request from Licensor, Licensee shall submit
to Licensor for review, within a commercially reasonable time, samples of
requested Products or Product Marketing Materials that make use of the Licensed
Trademarks.  If so requested in writing, Licensee shall make any
reasonable changes to such materials, provided that Licensee shall have no
obligation to cease use of or destroy materials where the use of the Licensed
Trademarks does not vary materially from any trademark use guidelines that are
developed by Licensee and Licensor and where the quality of the materials is
reasonably consistent with the quality of such materials produced by or for
Licensor.


      
        
           


        

        
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      1.5           Copyright
License.  Promptly after the Effective Date and from time to
time thereafter upon reasonable written request from Licensee, Licensor shall
furnish Licensee with electronic data files of artwork and information to create
materials for use in connection with the marketing, distribution and sale of the
(“Product Marketing
Materials”).  Licensor hereby grants to Licensee, and Licensee
accepts, under Licensor’s copyrights and other Intellectual Property Rights
relating to the Product Marketing Materials, an exclusive, perpetual,
royalty-free, irrevocable, worldwide, transferable (subject to the provisions
hereof), sublicensable right to use, reproduce, prepare derivative works
(including translations) of, display and distribute the Product Marketing
Materials in connection with the Product within the Market.  If
Licensor objects in writing to any versions of the Product Marketing Materials
prepared or used by Licensee, the Parties shall cooperate in good faith to
resolve Licensor’s concerns.  Licensee agrees to place such notices on
Product Marketing Materials and translated versions thereof as are reasonably
requested by Licensor to protect its copyrights in such materials and in the
Licensed Trademarks used therein.  Nothing in this Section 1.5 shall
prevent or restrict Licensee from freely creating, distributing or using any
marketing materials for the Product that do not incorporate the Licensed
Trademarks and that do not infringe on Licensor’s copyrights or other
Intellectual Property Rights.

       

      1.6           Software
License.  Licensor hereby grants to Licensee, and Licensee
accepts, a non-exclusive, irrevocable, perpetual, royalty free, world-wide,
sublicensable and transferable (subject to the provisions hereof) license to
access, distribute, display, host, translate into local languages and otherwise
commercially exploit the Software in connection with the manufacture, marketing,
distribution and sale of Product. Licensor grants to Licensee a non-exclusive,
non-sublicensable (except as provided herein) right to use the Source Code to
correct, localize, adapt, revise and update the Source Code, and to compile and
distribute object and executable code versions of the Software based upon such
modified Source Code, provided that (i) Licensee may not disclose any Source
Code to any third party other than a Sublicensee, and (ii) other than changes to
the Software to localize it to other languages and to comply with local
requirements, safety listings or other laws or regulations, Licensee shall
obtain Licensor’s consent prior to distributing Products including such
modifications to any third parties.  Licensee must strictly protect
the Source Code as confidential.  

       

      1.7           Technology
Transfer.  Licensor hereby grants to Licensee, and Licensee
accepts, an exclusive, perpetual, royalty-free, irrevocable, worldwide,
transferable (subject to the provisions hereof), sublicensable license to the
Know How to make, have made, market, distribute, sell and otherwise commercially
exploit the Product in the Market, subject to all the terms and conditions of
this Agreement.  

       

      1.8           Sublicenses.  The
exclusive license rights granted Licensee under this Agreement include the right
to grant and authorize, from time to time and in Licensee's sole and absolute
discretion, one or more sublicenses.  No sublicense granted to any
Person pursuant to the terms of this Agreement will be terminable as a result of
the termination of this Agreement.

       

      
        
           


        

        
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      2.         
   Closing

       

      2.1           Deliverables.  Within thirty (30)
days following the later of Effective Date or the date Licensee receives a
Transmitted Copy of this Agreement executed by the Licensor, to the extent that
Licensor has control of such documents, Licensor will deliver to Licensee copies
of the Assignment Agreements and the Prosecution History Files, and copies of
all files and original documents owned or controlled by Licensor, which include
publicly available documents (including, without limitation, Assignment
Agreements, copies of Letters Patent, and other documents necessary to establish
that Licensor’s representations and warranties in Section 5 are true and
correct) relating to the Patents (“Initial
Deliverables”).  Licensor acknowledges and agrees that Licensee
may request, and Licensor will promptly deliver, additional documents based on
Licensee’s review of the Initial Deliverables (such additional documents,
related information and the Initial Deliverables, collectively, the “Deliverables”) and
the Deliverables, and that as a result of Licensee’s review, Exhibits A and B
may be revised before and after the Closing to conform these lists to the
definition of Patents (and these revisions may require the inclusion of
additional provisional patent applications, patent applications, and patents on
Exhibit A) and Trademarks.  Licensor shall not be obligated to provide
any attorney client confidential information or attorney work
product.

       

      2.2           Closing.  Licensor
and Licensee will use reasonable efforts to complete the review of the
Deliverables and satisfy the conditions to closing described in paragraph 2.3
within thirty (30) calendar days following the later of the Effective Date or
the date the last of the Deliverables was received by Licensee (the “Closing”), and
Licensee may then record Memoranda of Exclusive License/Rights.

       

      2.3           Closing
Conditions.  The Closing will occur when Licensee determines
that all the following conditions have been satisfied or waived:

       

      (a)           Signature by
Licensor.  Licensor timely executed this Agreement and
delivered a Transmitted Copy of this Agreement to Licensee’s representatives by
not later than May 28, 2009 at 5:00 p.m., Mountain Daylight Time and promptly
delivered one (1) executed original of this Agreement to Licensee’s
representatives.

       

      (b)           Transmittal of
Documents.  Licensor will have delivered to Licensee all the
Deliverables.

       

      (c)           Compliance With
Agreement.  Licensor performed and complied in all respects
with all of the obligations under this Agreement that are to be performed or
complied with by it on or prior to the Closing.

       

      (d)           Representations and
Warranties True.  Licensee is satisfied that, as of the
Effective Date and as of the Closing, the representations and warranties of
Licensor contained in Section 5 are true and correct.

       

      
        
           


        

        
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      (e)           Patents Not
Abandoned.  Licensee is satisfied that, as of the Effective
Date and as of the Closing, none of the assets that are included in the Patents
have expired, lapsed, been abandoned, or deemed withdrawn.

       

      (f)           Delivery of Executed
Memorandum.  Licensor will have delivered to Licensee executed
and notarized Memoranda of Exclusive License/Rights.

       

      The
preceding conditions are conditions precedent to the Closing.

       

      2.4           Further
Cooperation.  At the reasonable request of Licensee, Licensor
will execute and deliver such other instruments and do and perform such other
acts and things as may be reasonably necessary for effecting completely the
consummation of the transactions contemplated hereby, including, without
limitation, execution, acknowledgment and recordation of other such papers, and
using reasonable efforts to obtain the same from the respective inventors, as
necessary for fully perfecting and conveying unto Licensee the benefit of the
transactions contemplated hereby, including, without limitation, providing and
assisting in obtaining execution of any assignments, confirmations, powers of
attorney, inventor declarations, and other documents that Licensee may request
for prosecuting, maintaining, filing, obtaining issuance of, registering,
enforcing, defending, or bringing any proceeding relating to the
Patents.  To the extent any attorney-client privilege or the attorney
work-product doctrine applies to any portion of the Prosecution History Files,
Licensor will ensure that, if any such portion of the Prosecution History File
remains under Licensor’s possession or control after the Closing, it is not
disclosed to any third party unless (a) disclosure is ordered by a court of
competent jurisdiction, after all appropriate appeals to prevent disclosure have
been exhausted, and (b) Licensor gave Licensee prompt notice upon learning that
any third party sought or intended to seek a court order requiring the
disclosure of any such portion of the Prosecution History File.  In
addition, Licensor will continue to prosecute, maintain, and defend the Patents
at its sole expense.

       

      3.  
          Filing, Prosecution
and Maintenance of Patent Rights

       

      3.1           Costs.  After
the Closing, Licensor will continue to be solely entitled and responsible for
the preparation, filing, prosecution, maintenance and defense of all Patents
(except to the extent of any portion of the Patents abandoned pursuant to the
terms of this Agreement).  In the event Licensor fails to fulfill its
obligations under this Section 3.1, Licensee may undertake to prepare, file,
prosecute, maintain and defense the Patents to the extent reasonably required to
protect its interests under this Agreement and Licensor shall reimburse
Licensee’s expenses incurred in connection with such actions.

       

      3.2           Copies of Prosecution
Documents.  Each Party will, upon the other Party’s reasonable
written request, provide such other Party with a copy of documents received or
filed by it pertaining to the filing, prosecution, maintenance or defense of
Patents, including, without limitation, each patent application, office action,
response to office action, request for terminal disclaimer, and request for
reissue or reexamination of any patent issuing from such patent
application.

       

      
        
           


        

        
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      3.3           Conduct of
Prosecution.  Licensor will execute and deliver to Licensee one
or more memoranda in the form of the Memoranda of Exclusive License/Rights and
will execute at least one such memorandum prior to the Closing.  The
conduct of the preparation, filing, prosecution, maintenance, and defense of the
Patents will be under Licensee’s exclusive control and
discretion.  Licensee will consult with Licensor on such matters from
time to time on Licensor’s reasonable request.  At the reasonable
request of Licensee, Licensor will execute and deliver to Licensee such other
instruments, and do and perform such other acts and things, as may be reasonably
necessary or desirable for confirming in Licensee exclusive right to prosecute,
maintain, defend, file, obtain issuance, register, enforce, defend, or bring any
proceeding relating to the Patents including, without limitation, execution,
acknowledgment and recordation of such papers necessary to convey to Licensee
any right or power of attorney in the United States Patent and Trademark Office
or other governmental patent office, in respect to prosecution, maintenance,
defense, filing, issuance, or registration of the Patents.

       

      3.4           Abandonment of License to
Patents.  Licensee will at any time be entitled to abandon its
license and other rights to all or any part of the Patents by providing at least
thirty (30) days’ advance written notice of such intention to Licensor;
provided, Licensee will give such notice not less than sixty (60) days prior to
the last allowable date for filing or taking any other action required with
respect to such portion of the Patents.  From and after providing such
notice of abandonment, Licensee will have no further obligation with respect to
such abandoned portion of the Patents.  Any sublicense granted with
respect to any Patents abandoned hereunder will not be terminated or altered as
a result of such abandonment, provided that such sublicense was granted prior to
the effectiveness of such abandonment.

       

      3.5           Licensor’s
Assistance.  Licensor will provide Licensee with such advice
and assistance as Licensee will reasonably request in connection with the
filing, prosecution, maintenance, or defense of the Patents.  Licensee
will not be responsible for any costs incurred by Licensor without Licensee’s
prior written agreement to bear such costs.

       

      4.  
          Enforcement of
Patents

       

      4.1           Enforcement. Licensee
will have the right, but not the obligation, to institute, prosecute, and
control any action or proceeding with respect to infringement of the Patents,
using counsel of its choice, including any declaratory judgment action arising
from such infringement.  In the event Licensee exercises its right to
commence such action or proceeding, Licensee will use reasonable efforts to
advise Licensor prior to such commencement.  Thereafter, on Licensor's
written request no more frequently than every two (2) months, Licensee will
report to Licensor reasonable, nonprivileged information on the status of the
action or proceeding commenced by Licensee.  Licensor does not have
and/or retain any right to, and will not, institute any case, action or other
enforcement proceeding with respect to infringement of the Patents.

       

      4.2           Joinder; Cooperation in
Litigation.  This Agreement transfers to Licensee all
substantial rights under the Patents for the purposes indicated herein and, as a
result, Licensee has the right to bring any future action or proceeding to
enforce claims under the Patents in its own name, without naming Licensor as a
party thereto.  However, if necessary or desirable in Licensee's sole
discretion, Licensee may name Licensor as a party in any action or proceeding to
enforce the Patents.  If Licensee finds it necessary or desirable,
Licensor will execute all papers or perform any other acts or provide any
assistance, at Licensee's expense, toward pursuing such action or proceeding, as
reasonably required by Licensee.  Licensor will use its best efforts
to ensure that any Licensor personnel will be available to cooperate, at
Licensee's expense, toward pursuing such action.

       

      
        
           


        

        
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      4.3           Damages for
Breach.  In the event of a material breach of this Agreement by
Licensee, subject to the terms and conditions of this Agreement, Licensor may
seek exclusively money damages pursuant to the terms and conditions of this
Agreement.  In no event, however, will Licensor be entitled to take
any action or direct any proceeding with respect to the Patents without
Licensee’s express consent and direction unless and until there has been a
termination of the Term because of Licensee's proven, continuing and uncured
breach.

       

      5. 
           Representations
and Warranties of Licensor

       

      Licensor
represents and warrants to Licensee as of the Effective Date and as of the
Closing:

       

      5.1           All Substantial
Rights.  Licensor intends by this Agreement to transfer to
Licensee all substantial rights under the Patents.

       

      5.2           Authority.  Licensor
has the full power and authority and has obtained all third party consents,
approvals, and/or authorizations required to enter into this Agreement and to
carry out its obligations hereunder, including, without limitation, the
assignment to Licensee of all causes of action with respect to the
Patents.

       

      5.3           Title and
Contest.  Licensor owns, and as of the Closing Licensee will
hold, all right, title and interest to each right conferred under this Agreement
with respect to the Patents, including, without limitation, all rights, title,
and interest in and to the causes of action assigned by this
Agreement.  Licensor has obtained and properly recorded previously
executed assignments for the Patents as necessary to fully perfect its rights
and title therein in accordance with governing law and regulation in each
jurisdiction.  Each right conferred under this Agreement with respect
to the Patents is free and clear of all liens, mortgages, security interests,
and restrictions on transfer.  There are no actions, suits,
investigations, claims, or proceedings threatened, pending or in progress
relating in any way to any right conferred under this Agreement with respect to
the Patents.  There are no existing contracts, agreements, options,
commitments, proposals, bids, offers, or rights with, to or in any Person to
acquire any Patents.

       

      5.4           Existing Licenses and
Restrictions on Rights.  No rights, interests, or licenses have
been granted under any Patents or retained by prior owners or
inventors.  Licensee will not be subject to any covenant not to sue or
similar restrictions on its enforcement or enjoyment of any of Patents or the
related causes of action as a result of the transactions contemplated in this
Agreement or any prior transaction related to the Patents or the Abandoned
Assets.

       

      5.5           Validity and
Enforceability.  None of the Patents has been found invalid,
unpatentable, or unenforceable for any reason in any administrative,
arbitration, judicial or other proceeding; and Licensor does not know, has not
received any notice or claim from any source suggesting that, the Patents are
invalid, unpatentable, or unenforceable.  To the extent “small entity”
fees were paid to the United States Patent and Trademark Office for any of the
Patents, such reduced fees were then appropriate because the payor qualified to
pay “small entity” fees at the time of such payment and specifically had not
licensed rights in the any of the Patents to an entity that was not a “small
entity.”

       

      
        
           


        

        
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      5.6           Conduct.  Licensor
and its representatives have not engaged in any conduct, or omitted to perform
any necessary act, the result of which would invalidate any of the Patents or
hinder its enforcement, including, without limitation, misrepresenting
Licensor’s patent rights to a standard-setting organization.

       

      5.7           Enforcement.  Licensor
has not (a) put a third party on notice of actual or potential infringement of
any of the Patents or (b) initiated enforcement action(s) with respect to any of
the Patents.

       

      5.8           Patent Office
Proceedings.  None of the Patents has been or is currently
involved in any re-examination, reissue, interference proceeding, or any similar
proceeding, and no such proceedings are pending or threatened.

       

      5.9           Fees.  All
maintenance fees, annuities and the like due or payable on each of the Patents
have been timely paid.  For the avoidance of doubt, Licensor shall pay
any maintenance fees for which the fee is payable (e.g., the fee payment window
opens) on or prior to the Closing even if the surcharge date or final deadline
for payment of such fee would be after the Closing.

       

      6.  
          Representations and
Warranties of Licensee

       

      Licensee
represents and warrants to Licensor as of the Effective Date and the
Closing:

       

      6.1           Authority.  Licensee
is duly organized and validly existing under the laws of the jurisdiction of its
formation and has full power and authority to enter into this Agreement and to
carry out the provisions hereof.

       

      6.2           Due
Authorization.  Licensee is duly authorized to execute and
deliver this Agreement and to perform its obligations hereunder.  The
individual executing this Agreement on Licensee’s behalf has been duly
authorized to do so by all requisite corporate action.

       

      7.  
          Disclaimer of
Representations and Warranties; Limitation of Liability; Exclusions From
Damages

       

      7.1           Disclaimer of
Representations and Warranties.  NEITHER PARTY MAKES ANY
REPRESENTATION OR WARRANTY EXCEPT FOR THEIR RESPECTIVE REPRESENTATIONS AND
WARRANTIES SET FORTH IN SECTIONS 5 AND 6, AND EACH PARTY DISCLAIMS ALL IMPLIED
WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.   EXCEPT AS
EXPRESSLY SET FORTH IN SECTION 5, LICENSOR GIVES LICENSEE NO ASSURANCE (A)
REGARDING THE PATENTABILITY OF ANY CLAIMED INVENTION IN, OR THE VALIDITY, OF ANY
PATENT; OR (B) THAT LICENSEE’S OR ITS SUBLICENSEES’  MANUFACTURE,
USE, SALE, OFFERING FOR SALE, IMPORTATION, EXPORTATION OR OTHER DISTRIBUTION OF
ANY PRODUCT OR METHOD DISCLOSED AND CLAIMED IN ANY PATENT BY LICENSEE OR ANY
SUBLICENSEE OR ANYONE ELSE WILL NOT CONSTITUTE AN INFRINGEMENT OF THE
INTELLECTUAL PROPERTY RIGHTS OF OTHERS.

       

      
        
           


        

        
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      7.2           Limitation of
Liability.  EXCEPT IN THE EVENT OF BREACH OF ANY OF THE PRIMARY
WARRANTIES BY LICENSOR OR LICENSOR’S INTENTIONAL MISREPRESENTATION, NEITHER
PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT WILL EXCEED
$1,000,000.  THE PARTIES ACKNOWLEDGE THAT THE FOREGOING LIMITATION ON
POTENTIAL LIABILITY WAS AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS
AGREEMENT.

       

      7.3           Exclusion of Certain
Damages.  NEITHER PARTY WILL HAVE ANY OBLIGATION OR LIABILITY
(WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND
NOTWITHSTANDING ANY FAULT, NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED),
REPRESENTATION, STRICT LIABILITY OR PRODUCT LIABILITY), FOR COVER OR FOR ANY
INCIDENTAL, INDIRECT OR CONSEQUENTIAL, MULTIPLIED, PUNITIVE, SPECIAL, OR
EXEMPLARY DAMAGES OR LOSS OF REVENUE, PROFIT, SAVINGS OR BUSINESS ARISING FROM
OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF A PARTY OR ITS REPRESENTATIVES
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE PARTIES
ACKNOWLEDGE THAT THESE EXCLUSIONS OF POTENTIAL DAMAGES WERE AN ESSENTIAL ELEMENT
IN SETTING CONSIDERATION UNDER THIS AGREEMENT.

       

      7.4.           Compliance with
Laws.  Notwithstanding anything contained in this Agreement to
the contrary, the obligations of the Parties with respect to the consummation of
the transactions contemplated by this Agreement shall be subject to all laws,
present and future, of any government having jurisdiction over the Parties and
this transaction, and to orders, regulations, directions or requests of any such
government.

       

      7.5           Confidentiality of
Terms.  The Parties hereto will keep the terms and existence of
this Agreement and the identities of the Parties hereto and their affiliates
confidential and will not now or hereafter divulge any of this information to
any third party except (a) with the prior written consent of the other
party; (b) as otherwise may be required by law or legal process, including,
without limitation, in confidence to legal and financial advisors in their
capacity of advising a Party in such matters; (c) during the course of
litigation, so long as the disclosure of such terms and conditions is restricted
in the same manner as is the confidential information of other litigating
parties; (d) in confidence to its legal counsel, accountants, banks and
financing sources and their advisors solely in connection with complying with
its obligations under this Agreement; (e) by Licensee, in order to perfect
Licensee’s interest in the Patents or the Abandoned Assets with any governmental
patent office (including, without limitation, recording Memoranda of Exclusive
License/Rights in any governmental patent office); or (f) to enforce Licensee’s
rights and interest in the Patents, the causes of action transferred under this
Agreement, or the Abandoned Assets; provided, in (b) through (d) above, (i) to
the extent permitted by law, the disclosing Party will use all legitimate and
legal means available to minimize the disclosure to third parties, including,
without limitation, seeking a confidential treatment request or protective order
whenever appropriate or available; and (ii) the disclosing Party will provide
the other Party with at least ten (10) days’ prior written notice of such
disclosure.  Without limiting the foregoing, Licensor will cause its
agents involved in this transaction to abide by the terms of this paragraph,
including, without limitation, ensuring that such agents do not disclose or
otherwise publicize the existence of this transaction with actual or potential
clients in marketing materials or industry conferences.  In the event
of any breach or default, threatened or otherwise, under this paragraph, the
Parties acknowledge and agree that damages alone would be insufficient to
compensate for any such breach or default and that irreparable harm would result
from such breach or default.  Consequently, in the event of any such
breach or default, or any threat of such breach or default by either Party, the
other Party will be entitled to temporary or permanent injunctive relief,
specific performance and such other equitable relief as may be appropriate in
the circumstances in order to restrain or enjoin such breach or
default.  These remedies will not be the exclusive remedies for
violation of the terms of the confidentiality obligations contained in this
paragraph but will be in addition to all other remedies available to the Parties
at law or in equity.

       

      
        
           


        

        
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      8. 
          Licensor’s
Services.

       

      8.1           Transfer of Know
How.  Within thirty (30) days of the Effective Date,
Licensor shall make available and disclose to Licensee or its designated
representatives all Know How in Licensor’s possession, custody or
control.  In addition, Licensor shall promptly disclose to Licensee
all additional Know How as it becomes available after the Effective
Date.

       

      8.2           Monitoring;
Software.  

       

      (a)           Monitoring
Services.  At the request of Licensee or any Sublicensee of
Licensee, Licensor shall assist Licensee or provide at Licensor’s facilities a
dedicated monitoring and data center infrastructure supporting all in-service
Product devices in Licensee’s Market for up to 5,000 customers of Licensee (or
its Sublicensees, as the case may be).  In consideration of such
monitoring services by Licensor, Licensee (or its Sublicensee, as the case may
be) shall pay Licensor such fees as the Parties may mutually agree in
writing.

       

      (b)           Software
Services.  As part of the services to be provided at the
request of Licensee or its Sublicensees under this Section 8, Licensor shall set
forth the requirements to deliver and install the Software and Third Party
Software in Licensee’s computer environment, including specifications of all
hardware required by Licensee to the extent necessary to permit the monitoring
services to be provided for Licensee’s Products.  Prior to the date on
which the Software is to be delivered and installed, the Parties shall agree in
writing on the criteria for testing and demonstrating that the Software is
compatible and works with the Licensee’s (or Sublicensee’s) Products in their
respective hosted environment.  In addition to any criteria agreed
upon by the parties in writing, Licensor warrants that, at the time the Software
is delivered and installed, such Software, including Third Party Software that
is then part of Licensor’s application, will operate in Licensee’s environment
in substantially the same way as such Software operates in Licensor’s hosted
environment.  If the Software does not meet such standards in the
Licensee’s hosted environment, Licensor shall, at its own expense, correct the
Software so that it functions according to the standards provided.  If
Licensor is unable to make the required changes, Licensee may engage its own
software developers, subject to the terms and conditions of this Agreement, to
make appropriate fixes to the Software, and Licensee shall have the right to set
off all such reasonable expenses against payments required to be made by
Licensee under this Agreement.

       

      
        
           


        

        
          -10-

          
            

          

        

        
           


        

      

       

      (c)           Upgrades.  On
at least a quarterly basis, Licensor shall notify Licensee in writing of any
upgrades or modifications to the Software or the Product developed by Licensor
(directly or indirectly) that have been made available to its own customers
(including any bug-fixes) (each an “Upgrade”).  Licensor
shall (a) describe such Upgrades and their purpose or functionality in
detail in such notice, and (b) without any additional charge to Licensee,
provide the Upgrade to Licensee in the format agreed upon by the parties, so
that such Upgrade may be used by Licensee according to the terms of this
Agreement.  Any Upgrade to Products or Software shall be deemed part
of the Product or Software for purposes of this Agreement.  Licensor
reserves the right to modify the Product at any time.  Licensee may
continue to distribute the prior version of any Product but will use reasonable
efforts to adopt an Upgrade when feasible.  If Licensor includes Third
Party Software in any Upgrade, Licensor shall use commercially reasonable
efforts to ensure the interoperability of such Third Party Software with the
Software as it then exists.

       

      (d)           Additional
Assistance.  From time to time, Licensee may request the
services of Licensor for any training, technical support assistance, marketing
assistance, custom development, and other services.  Licensor shall
give reasonable consideration to such requests, and the parties will reasonably
cooperate to agree upon the assistance to be provided by Licensor, subject to
payment as described in Section 8.2(e).

       

      (e)           
Professional Services
Rates and Fees.  Except as expressly provided in this
Agreement, Licensee agrees to pay Licensor for any training, technical support
assistance, marketing assistance, custom development, and other services
provided by Licensor to Licensee or its customers under this Agreement at
reasonable rates agreed upon by such parties in writing.  Licensee
agrees to reimburse Licensor for its reasonable travel expenses, provided that
Licensee may adopt reasonable travel policies from time to time regarding
expenses that will be reimbursed.

       

      9.  
          Definitions

       

      Capitalized
terms used in this Agreement that are not otherwise defined have the meanings
set forth in this Section.

       

      “Affiliate” means,
with respect to any Person, any Entity in whatever country organized that
controls, is controlled by or is under common control with such
Person.  The term “control” means possession, direct or indirect, of
the power to direct or cause the direction of the management and policies of an
Entity, whether through the ownership of voting securities, by contract or
otherwise.

       

      
        
           


        

        
          -11-

          
            

          

        

        
           


        

      

       

      “Assignment
Agreements” means the agreements assigning to Licensor ownership of the
Patents and the Abandoned Assets from the inventors and/or any prior owners to
Licensor.

       

      “Closing” has the
meaning set forth in paragraph 2.2.

       

      “Effective Date” means
the date set forth as the Effective Date in the Preamble of this
Agreement.

       

      “Entity” means any
corporation, partnership, limited liability company, association, joint stock
company, trust, joint venture, unincorporated organization, governmental entity
(or any department, agency, or political subdivision thereof) or any other legal
entity.

       

      “Licensed Products”
means any product sold by Licensee which would otherwise infringe one or more
claims of a Patent.

       

      “Know How” means the
accumulation of skills, processes, information, experience and documents related
to the Patents and needed to enable Licensee, itself or through third-party
sublicensees, to utilize the technology licensed hereunder to manufacture,
service and sell the Products, including, but not limited to, any and all
materials, technical information, blueprints, process documents, drawings,
CAD-CAM and other electronic files, supplier lists, specifications, trade
secrets, know how, techniques, discoveries, processes, procedures, methods,
protocols, designs, diagrams, test results, studies, raw material sources, data,
formulation, production technology and other such materials.

       

      “Memoranda of Exclusive
License/Rights” means one or more documents in substantially the form of
Exhibit C, which form may be adjusted for the requirements of the particular
government patent office, that memorialize the license and other rights
transferred to Licensee by this Agreement

       

      “Patent” or “Patents” means (a)
all patents listed in Exhibit A and the inventions therein described {the “Inventions”); (b) the
entire right, title and interest in said Invention in the listed patents and any
related patent applications, and in all divisionals, continuations and
continuations-in-part of the applications, or reissues or extensions of Letters
Patent or patents granted thereon, and in all corresponding applications filed
in any and all jurisdictions and/or countries foreign to the United States, and
in all patents issuing thereon in the United States and/or foreign jurisdictions
or countries; (c) the entire right, title and interest to any and all developed
ideas, trade secrets, confidential information, and copyrightable matter
directly related to said Invention; and (d) all extensions, modifications, new
developments, improvements, supplements, technical data, scientific know-how,
and all other property, legal, equitable, and contractual rights directly and
indirectly relating to said Invention, whether now existing or hereafter
arising.

       

      “Person” means any
individual or Entity.

       

      
        
           


        

        
          -12-

          
            

          

        

        
           


        

      

       

      “Primary Warranties”
means, collectively, the representations and warranties of Licensor set forth in
Section 5 hereof.

       

      “Prosecution History
Files” means the names, addresses, email addresses, and phone numbers of
prosecution counsel and agents, and all files, documents and tangible things, as
those terms have been interpreted pursuant to rules and laws governing the
production of documents and things, constituting, comprising or relating to the
investigation, evaluation, preparation, prosecution, maintenance, defense,
filing, issuance, registration, assertion or enforcement of the
Patents.

       

      “Transmitted Copy” has
the meaning set forth in paragraph 10.14.

       

       

      10.           Miscellaneous

       

      10.1          Indemnification.  Licensee
shall defend (with legal counsel selected and retained by Licensee and approved
by Licensor, which approval shall not be unreasonably withheld), indemnify and
hold harmless Licensor, its governors, regents, directors, officers, employees,
agents and their respective successors, assigns and heirs (“Indemnitees”) against
any and all claims, suits and legal actions by any third party (“Claims”), based upon
any theory of liability (including, without limitation, warranty, strict
liability or tort, and regardless of any factual basis), arising out of the
exercise of any rights under this Agreement to the Patents by Licensee or any of
its Affiliates, successors or assigns, or by any sublicensee of Licensee, all
subject to the following:

       

      (a)           Indemnitees
shall give Licensee written notice of the Claim which any Indemnitee desires
Licensee to defend, indemnify and hold harmless under this Agreement promptly
after any Indemnitee receive notice thereof along with sufficient information
for Licensee to identify the Claim.  Indemnitees shall not settle or
compromise any such Claim without the prior written consent of
Licensee.  Indemnitees shall cooperate and provide such assistance
(including, without limitation, testimony and access to documentation within the
possession or control of any Indemnitee) as Licensee may reasonably request in
connection with Licensee's defense, settlement and satisfaction of the Claim;
provided that Licensee shall pay or reimburse all of the costs and expenses
reasonably incurred by Indemnitees to provide any such cooperation and
assistance in accordance with Licensee's request.

       

      (b)           As
part of Licensee's obligation to defend, indemnify and hold harmless
Indemnitees, Licensee shall pay any and all (i) costs and expenses reasonably
incurred by Licensee in connection with the defense, settlement or satisfaction
of any Claim (including, without limitation, any amounts agreed to by Licensee
in settlement of the Claim) and (ii) amounts required by any judgment or order
of any court to be paid by Indemnitees as damages or other relief based upon the
Claim; provided that Indemnitees have complied with their obligations under (a)
above with respect to the Claim.

       

      (c)           Licensee
shall not be obligated to defend, indemnify or hold harmless any Indemnitee
against any Claim or related costs and expenses, if and to the extent the Claim
arises out of any breach of this Agreement by Licensor (including, without
limitation, any breach of Licensor's representations and warranties set forth in
Section 5).

       

      
        
           


        

        
          -13-

          
            

          

        

        
           


        

      

       

      (d)           Licensee
shall be entitled to a credit against future royalties or other amounts payable
by Licensee to Licensor under this Agreement in an amount equal to any
out-of-pocket amounts expended by Licensee in the specific defense of claims
levied against Licensor, or Licensee where Licensor is a named party in the
claim, by the claimant.

       

      Except as
specifically provided in (a) and (b) above, Licensee shall not have any
obligation to pay or reimburse any costs or expenses (including, without
limitation, any fees or expenses of any legal counsel retained by any
Indemnitee), unless otherwise agreed in writing by Licensee.

       

      10.2           Relationship of
Parties.  The Parties hereto are independent
contractors.  Nothing in this Agreement will be construed to create a
partnership, joint venture, franchise, fiduciary, employment or agency
relationship between the Parties.  Neither Party has any express or
implied authority to assume or create any obligations on behalf of the other or
to bind the other to any contract, agreement or undertaking with any third
party.

       

      10.3           Assignment;
Successors.  The terms and conditions of this Agreement will
inure to the benefit of Licensee, its successors, assigns and other legal
representatives, and will be binding upon Licensor, its successors, assigns, and
other legal representatives.  Without Licensor’s consent, Licensee may
assign, in whole or in part, this Agreement, and/or any license or other rights
Licensee acquires hereunder, to its Affiliates.  Licensor will not
unreasonably withhold or delay its consent to any other assignment requested by
Licensee of this Agreement, in whole or in part, or of any license or other
rights Licensee acquires hereunder.

       

      10.4           Survival/Effect of
Termination.  No termination of this Agreement will relieve a
breaching Party of its obligations arising prior to such
termination.

       

      10.6           Export
Controls.  It is understood and agreed that to the extent
Licensor is subject to United States laws and regulations controlling the export
of technical data, computer software, laboratory prototypes, and other
commodities, and that its obligations hereunder are contingent on compliance
with applicable United States export laws and regulations.  The
transfer of certain technical data and commodities may require a license from
the responsible agency of the United States Government and/or written assurances
by Licensee that Licensee will not export data or commodities to certain foreign
countries without prior approval of such agency.  Licensor neither
represents that a license will not be required nor that, if required, it will be
issued.

       

      10.7           Governing Law. Any
claim arising under or relating to this Agreement will be governed by the laws
of the State of Utah, without regard to choice of law principles to the
contrary.

       

      10.8           Dispute
Resolution.  The Parties hereby waive their respective rights
to seek remedies in court, and will resolve any and all claims, disputes, or controversies
relating in any way to, or arising out of, this Agreement, including, without
limitation, any breach or threatened breach of this Agreement (“Disputes”), as follows:

       

      
        
           


        

        
          -14-

          
            

          

        

        
           


        

      

       

      (a)           The
Party raising the Dispute shall promptly provide the other Party with a written
notice describing the nature of the Dispute in reasonable detail (a “Dispute
Notice”).  During the thirty (30) day period after a Party’s
receipt of a Dispute Notice, the Parties will commence discussions to attempt to
resolve the Dispute.

       

      (b)           If
the Parties cannot timely resolve the Dispute through negotiation, before
resorting to arbitration the Parties will try in good faith to settle the
Dispute by mediation before a mutually agreed mediator in Utah.  The
mediation will be conducted in English and administered by the American
Arbitration Association (“AAA”) under its
Commercial Mediation Procedures.  If the Parties are unable to agree
upon a mutually acceptable mediator, the AAA will appoint a qualified
mediator.  The mediation proceeding shall take place on the earliest
practicable date following the submission of a request for mediation by either
Party, which request shall be submitted within sixty (60) days after a Party’s
receipt of a Dispute Notice.

       

      (c)           If
the Dispute is not resolved through mediation within thirty (30) days after the
mediation hearing, the Parties will submit the Dispute to final and binding
arbitration administered by the AAA under its Commercial Arbitration
Rules.  The arbitrator may enter a default decision against any Party
who fails to participate in the arbitration proceedings.

       

      (i)           The
arbitration will be conducted before a mutually agreed panel of three neutral
(3) arbitrators in Utah.  If the Parties are unable to agree upon a
mutually acceptable panel of three (3) arbitrators, the panel will be selected
by the AAA.

       

      (ii)           The
arbitration hearing will be conducted in English, and under no circumstances
will the arbitration hearing extend for more than one (1) business
day.  The award shall be rendered within one hundred twenty (120) days
of the demand and the arbitrators shall agree to comply with this schedule
before accepting appointment.  The Parties have included these time
limits to expedite the proceeding, but they are not jurisdictional, and the
arbitrator may for good cause permit reasonable extensions which shall not
affect the validity of the award.

       

      (iii)           All
documents and information relevant to the Dispute in the possession of any Party
shall be made available to the other Party not later than sixty (60) days after
the demand for arbitration is served, and the arbitrator may permit such
depositions or other discovery deemed necessary for a fair hearing.

       

      (iv)           The
Parties agree that the arbitration method to be employed by the Parties will be
"baseball arbitration," in which case each Party will submit to the arbitrators
and exchange with each other in advance of the hearing their last, best offers
and the arbitrators will be limited to awarding only one or the other of the two
figures submitted.

       

      (v)           The
arbitrators’ award may be entered and enforced in any court with competent
jurisdiction and will be nonappealable.  Such decision may be used in
a court of law only for the purpose of seeking enforcement of the arbitrator's
decision permitted under this Agreement.

       

      
        
           


        

        
          -15-

          
            

          

        

        
           


        

      

       

      (vi)           The
costs of the arbitration proceeding, including reasonable attorneys’ fees and
costs, will be determined by the arbitrators, who may apportion costs equally,
or in accordance with any finding of fault or lack of good faith of either
Party.

       

      (vii)           To
the fullest extent permitted by law, no arbitration under this Agreement shall
be joined to any other arbitration, and no class arbitration proceedings shall
be permitted.

       

      (viii)          Except
as may be required by law, neither a Party nor any arbitrator may disclose the
existence, content, or results of any arbitration hereunder without the prior
written consent of both Parties.

       

      Notwithstanding
the foregoing, nothing in this paragraph 10.8 will be construed to waive any
rights of timely performance of any obligations existing under this Agreement
through the Closing.

       

      10.9           Notices and Payment
Delivery.  All notices required or permitted to be given
hereunder will be in writing, will make reference to this Agreement and will be
delivered by hand, or dispatched by prepaid air courier or by registered or
certified airmail, postage prepaid, to the addresses set forth on the cover page
of this Agreement.  Such notices will be deemed served when received
by addressee or, if delivery is not accomplished by reason of some fault of the
addressee, when tendered for delivery.  Either Party may give written
notice of a change of address to the other.  After notice of such
change has been received, any notice or request will thereafter be given to such
Party at such changed address.

       

      10.10         Remedies.  Licensor's
sole and exclusive remedy in the event of any claim, dispute, or controversy
under this Agreement will be the recovery of money damages, subject to the
disclaimer and limitations set forth in this Agreement.

       

      10.11         Severability.  If
any provision of this Agreement is found to be invalid or unenforceable, then
the remainder of this Agreement will have full force and effect, and the invalid
provision will be modified, or partially enforced, to the maximum extent
permitted to effectuate the original objective.

       

      10.12         Waiver.  Failure
by either Party to enforce any term of this Agreement will not be deemed a
waiver of future enforcement of that or any other term in this Agreement or any
other agreement that may be in place between the Parties.

       

      10.13         Miscellaneous.  This
Agreement, including its exhibits, constitutes the entire agreement between the
Parties with respect to the subject matter hereof and merges and supersedes all
prior and contemporaneous agreements, understandings, negotiations, and
discussions.  Neither of the Parties will be bound by any conditions,
definitions, warranties, understandings, or representations with respect to the
subject matter hereof other than as expressly provided herein.  The
section headings contained in this Agreement are for reference purposes only and
will not affect in any way the meaning or interpretation of this
Agreement.  No oral explanation or oral information by either Party
hereto will alter the meaning or interpretation of this Agreement.  No
amendments or modifications will be effective unless in a writing signed by
authorized representatives of both Parties; provided, however, that, both prior
to and after the Closing, Licensee may update Exhibits A and B, based on its
review of the Deliverables, by providing updated Exhibits A and B to
Licensor.  The terms and conditions of this Agreement will prevail
notwithstanding any different, conflicting or additional terms and conditions
that may appear on any letter, email or other communication or other writing not
expressly incorporated into this Agreement.

       

      
        
           


        

        
          -16-

          
            

          

        

        
           


        

      

       

      10.14          Counterparts; Electronic
Signature. This Agreement may be executed in counterparts, each of which
will be deemed an original, and all of which together constitute one and the
same instrument.  Each Party will execute and promptly deliver to the
other Party a copy of this Agreement bearing the original
signature.  Prior to such delivery, in order to expedite the process
of entering into this Agreement, the Parties acknowledge that a Transmitted Copy
of this Agreement will be deemed an original document.  “Transmitted Copy”
means a copy bearing a signature of a Party that is reproduced or transmitted
via email of a .pdf file, photocopy, facsimile, or other process of complete and
accurate reproduction and transmission.

       

       

       

      [Remainder
of Page Intentionally Left Blank.]

       


      
        
           


        

        
          -17-

          
            

          

        

        
           


        

      


      In
witness whereof, intending to be legally bound, the Parties have signed below to
enter into this Agreement as of the Effective Date.

      


      
        	
                LICENSOR:

                 

                REMOTEMDX,
      INC.

                 

                 

                By:       /S/ David
      Derrick                                            
                  
      

                 

                Name:  David
      Derrick                                                                
      

                 

                Title:  CEO                                                                                  

                 

              	
                LICENSEE:

                 

                VOLU-SOL
      REAGENTS CORPORATION

                 

                 

                By:         /S/
      James
      Dalton                                                        
      

                 

                Name:   James
      Dalton                                                                

                 

                Title:   C.E.O.                                                                      
              

                 

              


      

      


       

      Effective
Date:  February 27, 2009

       


      
        
           


        

        
          -18-

          
            

          

        

        
           


        

      

      


       

      EXHIBIT
A

       

      PATENTS BEING
LICENSED

       

      


      


      
        
          	 
      	 
      	 
      	 
      
	
                  Patent
      or

                  Application
      No.

                	
                  Country

                	
                  Issue/Filing
      Date

                	
                  Title of
      Patent

                
	
                   

                  11/486,989

                	
                   

                  United
      States

                	
                   

                  Pending

                  7/14/2006

                	
                   

                  Remote
      Tracking Device and System and Method for Two-Way Voice Communication
      Between Device and a Monitoring Center

                
	
                  11/486,991

                	
                  United
      States

                	
                  Pending

                  7/14/2006

                	
                  Remote
      Tracking System and Device with Variable Sampling

                
	
                  11/830,398

                	
                  United
      States

                	
                  Pending

                  7/30/2007

                	
                  Methods
      for Establishing Emergency Communications Between a Communications Device
      and a Response Center

                


        

      

      



      
        
           


        

        
          -19-

          
            

          

        

        
           


        

      


       

      EXHIBIT
B

       

       

      LICENSED
TRADEMARKS

       

       

      [None]

       

      


       

      


       

      



      
        
           


        

        
          -20-

          
            

          

        

        
           


        

      


       

      EXHIBIT
C

       

      MEMORANDUM OF EXCLUSIVE
LICENSE/RIGHTS

       

       

      RemoteMDx,
Inc., a Utah corporation, having offices at 150 West Civic Center Drive, Sandy,
Utah 84070 (“Licensor”), has granted to Volu-Sol Reagents
Corporation, a Utah corporation, having an office at 5095 West
2100 South, West Valley City, Utah 84120 (“Licensee”), the exclusive, irrevocable,
perpetual, worldwide, transferable, sublicensable, license of all rights of any
kind conferred by the patents, patent applications, and provisional patent
applications listed in the table below for the healthcare and personal safety
industries/markets:

      
        
          	 
      	 
      	 
      	 
      
	
                  Patent
      or

                  Application
      No.

                	
                  Country

                	
                  Issue/Filing
      Date

                	
                  Title of
      Patent

                
	
                   

                  11/486,989

                	
                   

                  United
      States

                	
                   

                  Pending

                  7/14/2006

                	
                   

                  Remote
      Tracking Device and System and Method for Two-Way Voice Communication
      Between Device and a Monitoring Center

                
	
                  11/486,991

                	
                  United
      States

                	
                  Pending

                  7/14/2006

                	
                  Remote
      Tracking System and Device with Variable Sampling

                
	
                  11/830,398

                	
                  United
      States

                	
                  Pending

                  7/30/2007

                	
                  Methods
      for Establishing Emergency Communications Between a Communications Device
      and a Response Center

                


        

      

       

      including,
without limitation, the rights of any kind to, or conferred by, the Patents
(defined below) to (a) use or otherwise practice any art, methods,
processes, and procedures covered by the Patents, (b) make, have made, use,
offer to sell, sell, import, and otherwise distribute or dispose of any
inventions, discoveries, products, services, technologies or services covered by
the Patents, (c) otherwise exploit any rights granted in the Patents and/or
any invention or discovery described in the Patents, and (d) exclude other
Persons from exercising any of such rights.

       

      The
“Patents” include all right, title, and interest that exist today and may exist
in the future in and to any and all of the following:

       

       (a)
all patents listed in Exhibit A and the inventions therein described {the
“Inventions”);

       

       (b)
the entire right, title and interest in said Invention in the listed patents and
any related patent applications, and in all divisionals, continuations and
continuations-in-part of the applications, or reissues or extensions of Letters
Patent or patents granted thereon, and in all corresponding applications filed
in any and all jurisdictions and/or countries foreign to the United States, and
in all patents issuing thereon in the United States and/or foreign jurisdictions
or countries;


      
        
           


        

        
          -21-

          
            

          

        

        
           


        

      

       

      (c) the
entire right, title and interest to any and all developed ideas, trade secrets,
confidential information, and copyrightable matter directly related to said
Invention; and

       

      (d) all
extensions, modifications, new developments, improvements, supplements,
technical data, scientific know-how, and all other property, legal, equitable,
and contractual rights directly and indirectly relating to said Invention,
whether now existing or hereafter arising.

       

      Licensor
has also assigned, transferred and conveyed to Licensee all right, title, and
interest in and to:

       

      (x)           rights
to apply in any or all countries of the world for patents, certificates of
invention, utility models, industrial design protections, design patent
protections, or other governmental grants or issuances of any type related to
any of the Patents and the inventions and discoveries therein for the markets
indicated herein;

       

      (y)           all
causes of action and enforcement rights of any kind (whether such claims, causes
of action or enforcement rights are known or unknown; currently pending, filed,
to be filed, or otherwise) under the Patents and/or under or on account of any
of the Patents for past, current and future infringement of the Patents,
including without limitation, all rights to (i) pursue and collect damages,
profits and awards of whatever nature recoverable, (ii) injunctive relief,
(iii) other remedies, and (iv) compromise and/or settle all such
claims, causes of action and enforcement rights, for such infringement by
granting an infringing party a sublicense or otherwise for the markets indicated
herein; and

       

      (z)           rights
to collect royalties or other payments under or on account of any of the Patents
or any of the foregoing.

       

      The
preparation, filing, prosecution, maintenance and defense of the Patents will be
under Licensee’s exclusive control and discretion, in all pertinent governmental
patent offices anywhere in the world, for the markets indicated.

       

      Licensor
hereby irrevocably grants Licensee the exclusive power to grant one or more
powers of attorney with respect to the Patents and the
exclusive discretion to transfer that right to Licensee's agent(s) or
representative(s) that Licensee may designate one or more time, now or in the
future for the markets indicated.  Licensor understands that execution
of this document confers on any attorney(s) or agent(s) to whom Licensee may
grant a power of attorney the exclusive right to correspond with any patent
office with repect to the Patents, and that this document does not create an
attorney - client relationship with such practitioners to whom Licensee grants
powers of attorney pursuant to this paragraph. 

       

      
        
           


        

        
          -22-

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF this Memorandum of Exclusive License/Rights is executed
at

      Salt Lake City, Utah
on May 28,
2009.

       

      


      
        	
                LICENSOR:

                 

                REMOTEMDX,
      INC.

                 

                 

                By:  /S/ David
      Derrick                                      
           

                 

                Name:  David
      Derrick                                             

                 

                Title:  CEO                                                                

                 

              	 
      


      

       

      


       

      


       

      



      
        
           


        

        
          -23-

          
            

          

        

        
           


        

      


       

      EXHIBIT
D

       

      TRANSFER OF RIGHTS IN
CERTAIN ASSETS

       

       

       

       

       

      
        -24-