Exhibit
10.4


TECHNOLOGY LICENSE
AGREEMENT


THIS LICENSE AGREEMENT is
made as of the 21st day of August, 2009 by and between SecureCare
Technologies, INC., a Nevada corporation, with offices at 1617 West 6th Street,
Suite C, Austin, TX 78703 (hereinafter, “SECURECARE” or “Licensor”), and
SecureCare Technologies UK Limited, a United Kingdom corporation having a
principal place of business at c/o 2C The Courtyard, Main Cross Road, Great
Yarmouth, Norfolk, NR30 3NZ, United Kingdom (hereinafter, “NEWCO” or” Licensee”).
SECURECARE and NEWCO may be referred to as a “Party” or, collectively, as
“Parties.”


          RECITALS


          WHEREAS
SECURECARE is engaged in the development of methods for secure transmission of
client data presently used primarily in the medical industry but with potential
application in other industries all as set forth on Schedule A hereto (the
“SECURECARE Technology”);


          WHEREAS
NEWCO wishes to obtain a license under the SECURECARE Technology to undertake
development of products and services utilizing the SECURECARE Technology in all
of the world excluding the Reserved Territory; and


          WHEREAS
SECURECARE is willing to grant such a license under the terms and conditions
set forth herein.


          NOW,
THEREFORE, in consideration of the premises and mutual covenants contained
herein, and INTENDING TO BE LEGALLY BOUND HEREBY, the Parties agree as follows:


          ARTICLE
I


          DEFINITIONS


          1.1
The following terms, as used herein, shall have the following meanings:


          “Affiliate”
means, when used with reference to a Party, any person directly or indirectly
Controlling, Controlled by or under common Control with a Party.


          “Bankruptcy
Event” means the person in question becomes insolvent, or voluntary or
involuntary proceedings by or against such person are instituted in bankruptcy
or under any insolvency law, or a receiver or custodian is appointed for such
person, or proceedings are instituted by or against such person for corporate
reorganization or the dissolution of such person, which proceedings, if
involuntary, shall not have been dismissed within one hundred eighty days after
the date or filing, or such person makes an assignment for the benefit of
creditors, or substantially all of the assets of such person are seized or
attached and not released within one hundred eighty days thereafter.


          “SECURECARE
Know-How” shall mean any and all present and future information and any
materials, including, without limitation, processes procedures and
applications, techniques, software, equipment designs, know-how, patents,
design rights, trade marks, copyrights, database rights, and trade secrets,
patentable or otherwise, tangible or intangible and all other rights in the
nature of intellectual property rights (whether registered or unregistered) and
all applications for the same, anywhere in the world, that are owned or
controlled by Licensor that relate to secure data transmission, storage or the
Product.


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          “SECURECARE
Technology” means the Product, SECURECARE Know-How and any hereafter developed
Improvements thereto.


          “Calendar
Quarter” means each three-month period, or any portion thereof, beginning on
January 1, April 1, July 1 and October 1.


          “Confidential
Information” means (i) SECURECARE Technology, (ii) any other information or
material in tangible form that is confidential or proprietary to the furnishing
Party at the time it is delivered to the receiving Party, (iii) proprietary
information of the furnishing party, (iv) information that is furnished orally
if the furnishing party identifies such information as confidential or
proprietary when it is disclosed, and (v) patent applications not yet in the
public domain.


          “Control”,
“Controlling,” and “Controlled by” mean the direct or indirect ownership of or
beneficial interest in over 50% of the outstanding voting securities of an
entity, or the right to receive over 50% of the profits or earnings of a
person, or the right to control the policy decisions of a person.


          “Disposal”
the sale or transfer of shares (or the right to exercise the votes attaching to
shares) (with a series of related sales or transfers being treated as a single
sale or transfer) which in consequence of the sale or transfer entitles the
transferee (alone or in conjunction with persons acting in concert with it as
defined by the City Code on Takeovers and Mergers) to a controlling interest in
the total voting rights conferred by all Shares in the capital of the Company
for the time being in issue; or the sale or transfer (with a series of related
sales or transfers being treated as a single sale or transfer) of the whole or
substantially the whole of the business, assets and undertaking of the business
which is for the time being carried on by the Company to a person which is not
connected with the Company.


          “Disposal
Proceeds” the total consideration (in cash or otherwise) offered or paid or
payable in respect of a Disposal plus any other consideration (in cash or
otherwise) received or receivable by any Shareholder, which, having regard to
the substance of the Disposal as a whole, can be reasonably regarded as
additional to the total price paid or payable in respect of the Disposal less
any fees, costs, expenses or liability to taxation which the Licensee may pay,
suffer or incur and which arise out of or in connection with the Disposal.


          “Escrow
Agreement” the escrow agreement in the form agreed between the parties to be
entered into between SECURECARE and the nominated agent, and shall also
include, without limitation, any variation, amendment, deletion or substitution
thereto, and any item expressly incorporated by reference therein.


          “Improvement”
shall mean all additions, improvements, modifications or adaptations to any
part of the SECURECARE Technology whether patentable or not, coming into
existence during the term of this License Agreement which may take the form of,
without limitation, new or improved interfaces or data structures intended to comply
with new regulations.


          “Net
Sales Value” the invoiced Sales price of the Products (after deduction of
normal trade discounts actually granted; any rebates; discounts or credits
actually given by the Licensee for returned or defective goods; any costs of
packing, insurance, carriage, freight, export/import duties and value added tax
or any other applicable sales tax or government levies) or such other price
which is deemed to be the Net Sales Value pursuant to Section 3.2.


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          “Person”
or “Persons” means any corporation, partnership, joint venture or natural
person.


          “Product”
the computer programmes listed in Schedule A and all user documentation in
respect of such programmes and any Improvements made to the Product and such further
products as may be added by agreement.


          “Quarter”
the period of 3 months commencing on the date of this License Agreement and
each consecutive period of 3 months thereafter, or any shorter period
commencing on a day immediately following the end of a Quarter and ending on
the termination of this License Agreement, and “Quarterly” shall be construed
accordingly.


          “Relevant
Event” an event or occurrence of which shall entitle NEWCO to apply to the
nominated escrow agent for release of the source codes and any other
information, documentation or materials held pursuant to the Escrow Agreement.


          “Reserved
Territory” shall mean all of the countries and territories of North America
(inclusive of Canada) and South America.


          “Royalty
Year” each period of 12 months ending on the anniversary of the date on which
the Licensor received payment in full of the consideration set out in Section
3.1.1.


          “Sale”
or any variation thereof means the sale, assignment, lease or other disposition
of a Product by Licensee to a non-Affiliate. A Product shall be deemed to have
been sold for purposes of calculating royalties under Article III hereof upon
the first to occur of the following: (i) the transfer of title in the Product
from Licensee to a non-Affiliate; or (ii) shipment of the Product from the
manufacturing facilities of Licensee to a non-Affiliate.


          “Shareholder”
any registered holders of shares in the Company at the relevant time.


          “Shares”
shares in the capital of the Licensee.


          “Territory”
shall mean all countries and territories of the world except the Reserved
Territory.


          “Use
Patents” shall mean any patent granted in the Territory for the use of the
Product.


          ARTICLE
II


          GRANT
OF LICENSE


          2.1
Grant of License. Subject to the terms and conditions contained in this License
Agreement, and subject to the Licensor receiving payment in full of the amount
of consideration set out in Section 3.1.1, the Licensor hereby grants to
Licensee a sole and exclusive, worldwide (except in the Reserved Territory),
license of the SECURECARE Technology with the right to sublicense, to make,
have made, use, develop, maintain, market and sell Products in the Territory
pursuant to the terms and conditions of this License Agreement.


          2.2
Disclosure of SECURECARE Know-How. Promptly following the Effective Date
SECURECARE shall make available to Licensee any and all SECURECARE Know How.


          2.3
The Licensor shall promptly issue the Licensee with any Improvements without
any cost to the Licensee.


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          ARTICLE
III


          PAYMENTS
IN CONSIDERATION FOR LICENSE


          3.1
Payments. In consideration for the license rights granted hereunder, Licensee
shall:


          3.1.1
pay the Licensor fees in the sum of $100,000 (“License Fee”). The License Fee
shall be payable in 5 equal installments and payment shall be made monthly in
advance on or before the first day of the month in question. The Licensee may
prepay part or all of the License Fee without any premium or penalty.


          3.1.2
during the continuance of this License pay to the Licensor a royalty of 5% of
the Net Sales Value of all Products supplied by the Licensee for money or
money’s worth in each Royalty Year.


          3.3
Payments due under Section 3.1.2 shall be made within 60 days of the end of
each Quarter in respect of royalties accruing on Products invoiced in that
Quarter.


          3.4
The Licensee shall submit to the Licensor within 60 days of the end of each
Quarter a statement indicating the Net Sales Value of the Products during that
period.


          3.5
Within 90 days of the end of each Royalty Year, the Licensee shall deliver to
the Licensor a written statement certified by its accountants (“Accountants’
Certificate”) of the aggregate Net Sales Value of the Products sold or
otherwise disposed of by the Licensee in that year and the payment due for that
Royalty Year under Section 3.1.2. In the event that the Accountants’
Certificate shows that the payments made for the Royalty Year covered by the
Auditors’ Certificate are less than the payment due for that year under Section
3.1.2, the Licensee shall pay the Licensor, within 30 days of delivery of the
Accountants’ Certificate, an amount equivalent to the difference between the
amount paid and the payment due.


          3.6
The Licensee shall keep separate records of all sales of the Products to enable
the Licensor to check the accuracy of the information due from the Licensee.
After giving written notice of 10 clear days, the Licensor, or any other person
authorised by the Licensor, may inspect the Licensee’s records during normal
business hours and take away copies in order to verify the information provided
by the Licensee.


          3.7
After given written notice of 10 clear days, the Licensee, or any other person
authorised by the Licensee, may inspect the Licensor’s records during normal
business and take away copies in order to verify the records.


          3.8
If at any time following the date of this License a Disposal occurs, the
Licensee shall by way of further consideration for the license granted
hereunder make (or procure the making of) an additional payment (“Additional
Consideration”) to the Licensor, such payment to be equal to 5% of the Disposal
Proceeds received or at any time receivable from such Disposal.


          3.9
The Additional Consideration shall (to the extent that the Disposal Proceeds
are payable in cash) be paid in cash and shall (to the extent that the Disposal
Proceeds are paid otherwise than in cash) be satisfied, within 3 business days
of completion of the Disposal.


          3.10
For the purpose of Section 3.7 and 3.8, if the whole or substantially the whole
of the business, assets and undertaking of the business which is for the time
being carried on by the Company, or a Controlling Interest in the Company, is
transferred to an Affiliate, and that Affiliate subsequently ceases to be
connected (within the meaning of section 839 of ICTA 1988) with the Purchaser,
or that entity transfers the whole or substantially the whole of the business,
assets and undertaking of such business to an entity which is not connected
with the Licensee, then the circumstances under which it ceases to be so
connected shall also be deemed to constitute a Disposal, provided always that
any public offering of a Controlling interest on the Alternative Investment
Market of the London Stock Exchange shall not be deemed to constitute a
Disposal.


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          ARTICLE
IV


          CERTAIN
OBLIGATIONS OF LICENSEE


          4.1
Government Approvals. Licensee will be responsible for obtaining, at its cost
and expense, all governmental approvals required for marketing and sale of
Products in the Territory.


          4.2
Licensee Efforts.


          (a)
Licensee shall use its reasonable best efforts to develop for commercial sale
and to market Products in the Territory, and to continue to market Products as
long as commercially viable, all in a manner consistent with sound and
reasonable business practices.


          (b)
Licensee shall notify Licensor within ten (10) days after the first commercial
sale of a Product and of any formal written notice from the FDA or other
equivalent regulatory authority (“Regulator”) in any nation within the
Territory.


          4.3
During the continuance of this License the Licensor shall have the right to
appoint and maintain in office one natural person as the Licensor may from time
to time direct as a director on the board of the Licensee (and as a member of
any committee of the board of the Licensee) and to remove any director so
appointed and, upon his removal whether by the Licensor or otherwise, to
appoint another person to act as a director in his place.


          ARTICLE
V


          WARRANTIES
AND REPRESENTATIONS


          5.1
Mutual Representations. Each of the Parties hereto represents, warrants and
covenants:


          (i)
It is a corporation or entity duly organized and validly existing under the
laws of the state or other jurisdiction of its incorporation or formation.


          (ii)
The execution, delivery and performance of this License Agreement by such Party
has been duly authorized by all requisite corporate action.


          (iii)
It has the power and authority to execute and deliver this License Agreement
and perform its obligations hereunder.


          (iv)
The execution, delivery and performance by such Party of this License Agreement
does not and will not conflict with or result in breach of the terms and
provisions of any other agreement or constitute a default under (a) a loan
agreement, guaranty, financing agreement, affecting a product or other
agreement or instrument binding or affecting it or its property; (b) the
provisions of its charter or operative documents or bylaws; or (c) any order,
writ, injunction or decree of any court or governmental authority entered
against it or by which any of its property is bound.


          (v)
The execution, delivery and performance of this License Agreement by such Party
does not require the consent, approval or authorization of, or notice,
declaration, filing or registration with, any governmental or regulatory
authority in the Territory and the execution, delivery and performance of this
License Agreement does not violate any law, rule or regulation applicable to
such Party.


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          (vi)
This License Agreement has been duly authorized, executed and delivered and
constitutes such Party’s legal, valid, and binding obligation enforceable
against it in accordance with its terms subject, as to enforcement, to
bankruptcy, insolvency, reorganization and other laws of general applicability
relating to or affecting creditors’ rights and to the availability of
particular remedies under general equity principles.


          (vii)
It shall comply in all material respects with all applicable laws and
regulations relating to its activities under this License Agreement.

5.2 SECURECARE Warranties. SECURECARE represents and warrants that: (a)
SECURECARE is the sole owner of all right, title and interest in and to the
SECURECARE Technology; and (b) SECURECARE has not received any written notice
that the SECURECARE Technology infringes the proprietary rights of any
third-party nor is the Licensor in any other way aware of any infringement of
third-party proprietary rights; (d) there are no claims, judgments or
settlements against or owed by SECURECARE, or pending or threatened claims, or
litigation, relating to SECURECARE Technology; (e) it has the right to enter
into this License Agreement and to grant to the NEWCO the license of the SECURECARE
Technology as contemplated by this License Agreement; (f) the Product will
conform in all material respects with Schedule A and be free from defects; (g)
the Product and the media on which the Product is delivered will be free from
viruses and other malicious code and free from defects. Notwithstanding the foregoing, SECURECARE advises NEWCO that a former
officer of SECURECARE was listed as an inventor on a provisional patent
application for the printer driver digital signature system and method filed by
SECURECARE in May 2009. SECURECARE believes the inclusion of this officer as an
inventor was an error and will correct such error when filing the utility
patent application. However, no assurance can be given that the former officer
might not challenge the utility patent application by SECURECARE and seek to
claim partial ownership of the invention.


5.3 The Warranties and
representations in Section 5.1 shall apply to any Improvement made to the
Product as though references to the date of this License Agreement were
references to the date on which such Improvement was made.


5.4 If NEWCO notifies
SECURECARE of any defect or fault in the Product in consequence of which it
fails to comply with any of the Warranties in Section 5.1, then SECURECARE
shall, at NEWCO’s option, promptly repair or replace the Product.


5.5 SECURECARE shall
promptly issue NEWCO with any Improvements without cost to NEWCO.


          ARTICLE
VI


          INDEMNIFICATION


          6.1
Indemnification by SECURECARE. SECURECARE will indemnify and hold NEWCO, its
directors, officers, employees and agents harmless against any and all
liability, damage, loss, cost or expense (including reasonable attorney’s fees)
resulting from any third-party claims made or suits brought against NEWCO which
arise from an act or failure to act by SECURECARE or SECURECARE’s breach of its
representations, warranties or agreements contained herein.


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          6.2
Limitations on Indemnification Obligations. SECURECARE AND NEWCO EACH AGREE
THAT IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM A DEFAULT OR BREACH
OF THIS LICENSE AGREEMENT.


          6.3
Procedures. The indemnified Party shall notify the indemnifying Party of any
claim or action giving rise to a liability within fifteen (15) days after
receipt of knowledge of the claim. If notice is not given within fifteen (15)
days, the indemnifying Party shall maintain its obligation to indemnify unless
such failure to timely notify has a material, adverse effect on the outcome of
the claim. The indemnifying Party shall control the defense or settlement of
the claim. However, the indemnifying Party shall not settle or compromise any
such claim or action in a manner that imposes any restrictions or obligations
on the indemnified Party without the indemnified Party’s written consent. The
indemnified Party shall cooperate reasonably, assist and give all necessary
authority and reasonably required information.


          6.4
The total liability of the parties, whether in contract, tort (including
negligence) or otherwise and whether in connection with this License Agreement
(other than under Article II, Section 5.2, Section 6.1 and Article XIII) or any
collateral contract, shall in no circumstances exceed a sum equal to $250,000.


          6.5
The exclusions in Section 6.2 shall apply to the fullest extent permissible at
law, but the parties do not exclude liability for death or personal injury
caused by the negligence of the parties, their officers, employees, contractors
or agents; for fraud or fraudulent misrepresentation; or for any other
liability which may not be excluded by law.


          ARTICLE
VII


          INTELLECTUAL
PROPERTY


          7.1
The Licensee acknowledges the Licensor’s ownership and proprietary rights in
the SECURECARE Know-How and agrees and acknowledges that it shall not obtain
any rights in the SECURECARE Know-How, except as expressly granted to it under
this License Agreement.


          7.2
Each party shall immediately disclose to the other in confidence, and in such
detail as the other may reasonably require, all Improvements that it may
develop or acquire during the term of this License Agreement.


          7.3
Any Improvement disclosed by one party to the other party under Section 7.2
shall, from the date of disclosure, be deemed to be part of the Confidential
Information for the purposes of this License Agreement.


          7.4
The Licensor shall have a non-exclusive, perpetual, royalty-free license in the
Reserved Territory to use and exploit all Improvements disclosed to it by the
Licensee under Section 7.2 with the right to grant sub-licenses.


          7.5
The Licensee shall have an exclusive, perpetual, irrevocable, worldwide,
royalty-free license in the Territory to use and exploit and sell all
Improvements disclosed to it by the Licensor under Section 7.2 with the right
to grant sub-licenses.


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          7.6
Subject to Section 7.3, Section 7.4 and Section 7.5 Improvements shall remain
the exclusive property of the party that devises, develops or acquires them.
Improvements arising from work carried out jointly shall belong to the parties
equally unless they agree otherwise. Each party shall, subject to Section 7.2,
enjoy free discretion to exploit jointly-owned Improvements, including the
right to grant sub-licenses, provided that, prior to granting any sub-license,
the grantor notifies the other party to this License Agreement of the proposed
grant and notifies the proposed licensee of the other party’s interest in the
right to be licensed.


          7.7
Safeguards. In order to safeguard the investment in these business critical
assets, all of SECURECARE’s Technology will be held by the parties within the
Escrow Agreement with a suitable provider to be mutually agreed to by the
parties. SECURECARE undertakes to maintain the Escrow Agreement for the
duration of this License Agreement. A trusted, third party escrow provider will
be utilized to safeguard the valuable technology assets - software source code,
object code and data - in secure, access-protected escrow accounts. Acting in
this intermediary role, a good escrow provider helps document and maintain
intellectual property integrity. Software escrow will be designed and intended
to minimize any risk and increase control for all parties involved in a
software license agreement. The Parties will safeguard software assets
including:


	
  

 	
  

 	
  

 
	
  

 	
 ·

 	
 any of those listed in
 Schedule A

 
	
  

 	
  

 	
  

 
	
  

 	
 ·

 	
 software (including
 software source and object code and all technical information and
 documentation required to enable NEWCO to modify and operate the Product and
 any Improvements)

 
	
  

 	
  

 	
  

 
	
  

 	
 ·

 	
 proprietary information
 and databases

 
	
  

 	
  

 	
  

 
	
  

 	
 ·

 	
 plans, formulas, and
 designs that define products and services

 
	
  

 	
  

 	
  

 
	
  

 	
 ·

 	
 embedded software,
 including off-shore and outsourced

 



All the assets are to be
updated on a periodic basis (no more than monthly) in line with new partner
installations, upgrades, bug fixes and other changes.


7.8 Upon being requested to
do so by the Licensee the Licensor undertakes to promptly execute any escrow
agreements (in a form satisfactory to the Licensor) with the Licensee and any
of its customers from time to time.


7.9 The parties agree that a
material breach of SECURECARE of any of the terms of the License shall
constitute a Release Event under the terms of the Escrow Agreement.


7.10 SECURECARE undertakes
to defend NEWCO from and against any claim or action that the possession, use,
development, modification or maintenance of the SECURECARE Technology (or any
part thereof) infringes the intellectual property rights of a third party
(“Infringement Claim”) and shall fully indemnify and hold harmless NEWCO from
and against any losses, damages, costs (including all legal fees) and expenses
incurred by or awarded against NEWCO as a result of or in connection with any
such Infringement Claim.


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          ARTICLE
VIII


          INFRINGEMENT


          8.1
Prosecution of Patents.




          (a)
SECURECARE shall be solely responsible for preparing, prosecuting and
maintaining the intellectual property rights in SECURECARE Technology within
the Territory and within the Reserved Territory.


          (b)
NEWCO shall cooperate with the SECURECARE to execute all required papers and
instruments and to make all required oaths and declarations as may be necessary
in the preparation and prosecution of all such actions taken with respect to
this Section 8.1.


          8.2
If any Party becomes aware of any act of Infringement within such Party’s
Territory or Reserved Territory it shall forthwith notify the other Party of
such Infringement and advise the other Party of such actions as it has taken or
will take to halt such Infringement.


          8.3
If any Party becomes aware of any act of Infringement within the other Party’s
Territory it will promptly notify the Party whose Territory is the location of
such Infringement.


          8.4
Trademarks. Licensee shall have the right, in its sole discretion and at its
own expense, to select and register such trademarks as it wishes to employ in
connection with the sale of the Products throughout the Territory and Licensee
shall have legal and equitable ownership of the entire right, title and
interest in and to the trademarks Licensee elects to register.


          8.5
Infringement of SECURECARE Technology. If either Party has knowledge of any
infringement of SECURECARE Technology, the Party having such knowledge shall
promptly inform the other of such infringement. The Parties shall thereafter
discuss what action should be taken, including whether any legal proceeding
should be instituted. If the Parties mutually agree on the course of action to
be taken in respect of any such infringement, they shall jointly select counsel
and equally share any expenses. Any settlement or recovery shall be shared
equally by the Parties. If either party determines to take action, but the
other Party does not desire to do so, the first Party may take action at its
own expense and through counsel of its own choice, and any settlement or
recovery shall in such case belong solely to the Party taking action.


          8.6
If one party institutes and carries on a legal proceeding to enforce a
SECURECARE Technology against an alleged infringing party, the other Party
shall fully cooperate with and supply all assistance reasonably requested by
the Party instituting and carrying or such proceeding.



          ARTICLE
IX


          CONFIDENTIALITY


          9.1
Confidentiality


          (a)
Licensee and Licensor shall, during the term of this License Agreement and
thereafter, maintain in confidence all, and shall not use for its own purpose
and shall not disclose to any third-party the Confidential Information, without
the prior written consent of the other Party except that the Confidential
Information which may become known to such party from the other party and which
relates to the other party unless:


          (i)
information is known to the other Party or independently developed by the other
Party at the time of disclosure; or


9






          (ii)
information that becomes patented, published or otherwise part of the public
domain as a result of acts by a Party or a third person obtaining such
information lawfully as a matter of right other than by breach of the License;
or


          (iii)
information that subsequently comes lawfully into the possession of such party
from a third party; or


          (iv)
information that is required by any law, rule, regulation, order, decision,
decree, or subpoena or other judicial, administrative or legal process to be
disclosed, provided, however that each Party, as applicable, gives the other
prompt written notice of such request/order to permit the other party to seek a
protective order or other similar order with respect to such Confidential
Information.


          (b)
Each Party will take all reasonable steps to protect the Confidential
Information of the other Party with the same degree of care it uses to protect
its own confidential proprietary information. Without limiting the foregoing,
each party shall ensure that all of its employees having access to the
Confidential Information of the other Party are obligated in writing to keep
such information confidential to the same extent as is required of each Party
under this Section 9.1.


          9.2
Injunctive Relief. Because damages at law may be an inadequate remedy for
breach of any of the covenants, promises and agreements contained in Section
9.1 hereof, both the Licensor and Licensee shall be entitled to injunctive
relief in any state or federal court located within the State of Texas, including
specific performance or an order enjoining the breaching Party from any
threatened or actual breach of such covenants, promises or agreements. Each of
the Licensee and the Licensor hereby waives any objection it may have to the
personal jurisdiction or venue of any such court with respect to any such
action. The rights set forth in this Section 9.2 shall be in addition to any
other rights which the Licensor and Licensee may have at law or in equity.


          9.3
This Article IX shall survive the expiration or termination of this License
Agreement.


          ARTICLE
X


          TERM
AND TERMINATION


          10.1
Term. This License Agreement and the licenses granted herein shall commence on
the Effective Date and shall continue in effect in perpetuity subject to
earlier termination under Section 10.2 hereof.


          10.2
Termination by the Licensor or Licensee.


          (a)
Upon the occurrence of any of the events set forth below (“Events of Default”),
the Licensor shall have the right to terminate this License Agreement by giving
written notice of termination, such termination effective with the giving of
such notice:


          (i)
breach by the Licensee of any material representation or warranty set forth in
this License Agreement that is continuing sixty (60) calendar days after
Licensor gives written notice of such breach;


          (ii)
in the event that Licensee becomes subject to a Bankruptcy Event; or


          (iii)
the dissolution or cessation of operations by Licensee


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          (b)
Upon the occurrence of any of the events set forth below (“Events of Default”),
Licensee shall have the right to terminate this License Agreement by giving
written notice of termination, such termination effective with the giving of
such notice:


          (i)
breach by Licensor of any covenant or any material representation or warranty
contained in this License Agreement that is continuing thirty (30) calendar
days after Licensee gives written notice of such breach; or


          (ii)
Licensor becomes subject to a Bankruptcy Event.


          (c)
No exercise by the Licensor or Licensee of any right of termination shall
constitute a waiver of any right of the Licensor or Licensee for recovery of
any monies then due to it hereunder or any other right or remedy the Licensor
or Licensee may have at law or under this License Agreement.


          (d)
Notwithstanding article 10.2(a), termination of this License Agreement shall be
without prejudice to and shall not terminate any sub-licenses already granted
by NEWCO, and SECURECARE undertakes for the benefit of NEWCO to honour and
maintain any sub-licenses granted by NEWCO as if SECURECARE was an original
party to the sub-license in place of NEWCO.


          ARTICLE
XI


          FORCE
MAJEURE


          11.1
Either Party shall be relieved of its obligations under this License Agreement
to the extent that fulfillment of such obligations shall be prevented by
strikes, embargoes, riots, fires, floods, war, hurricanes, windstorms, acts or
defaults of common carriers, governmental laws, acts or regulations, shortages
of materials or any other occurrence, whether or not similar to the foregoing,
beyond the reasonable control of the Party affected thereby.


          11.2
If either Party is prevented from fulfilling its obligations under this License
Agreement by reason of a circumstance covered by this Article 11, the Party
unable to fulfill its obligations shall, upon the occurrence of any such
circumstances, promptly notify the other Party upon the cessation of such
circumstance and of the likely duration thereof, and shall promptly notify the
other party upon the cessation of such circumstance.


          ARTICLE
XII


          UNDEVELOPED
TERRITORY


               12.1
If this License Agreement has been in force for at least four years and either
Party has not derived revenue from commercial activity originating in any
country in the Territory or the Reserved Territory, then the other Party may
approach the Party whose territory includes such country regarding establishing
a 50-50 joint venture to develop such territory and the parties shall proceed
in good faith to reach and agreement with respect thereto.


11






          ARTICLE
XIII


          RESTRICTIVE
COVENANTS


          13.1
(a) The Licensor covenants with the Licensee that it shall not (whether directly
or indirectly) and shall ensure that each Affiliate of the Licensor from time
to time shall not from and including the date of this License Agreement and at
any time during the continuance of this License Agreement and for a period of two
years from the date of termination of this License Agreement (“the Relevant
Date”):


          13.1(a).1
compete, directly or indirectly, with the business carried on by the Licensee
from time to time in the Territory;


          13.1(a).2
solicit or endeavour to entice away from or discourage from dealing with the
Licensee any person who was at any time during the period of one year preceding
the Relevant Date a manufacturer for or supplier, customer or client of the
Licensee;


          13.1(a).3
supply or provide or develop or procure the development of any goods or
services which are directly or indirectly competitive with or of the type
supplied by the business to any person who was at any time during the period of
one year preceding the Relevant Date a customer or client of the Licensee to
whom the Licensee had during that period supplied or provided goods or services
in the ordinary course of its business;


          13.1(a).4
solicit or endeavour to entice away from or discourage from being employed by
the Licensee any individual who was at the Relevant Date an officer or employee
of the Licensee;


          13.1(a).5
develop, or procure the development of any product which is the same as, or
similar to, or directly or indirectly in competition with the Products; or


          13.1(a).6
will not be concerned or interested either directly or indirectly in the
production, development, importation, sale, licensing or advertisement of any
software (including but not limited to any modification or enhancement of the
Products) which is so like or similar to the Products as to be capable of
restricting, competing or otherwise interfering with or which might otherwise
restrict, reduce or interfere with the market for the Products or which is
intended to fulfill or be capable of fulfilling the same or similar function or
purpose as the Products.


          13.1
(b) The Licensee covenants with the Licensor that it shall not (whether
directly or indirectly) and shall ensure that each Affiliate of the Licensee
from time to time shall not from and including the date of this License
Agreement and at any time during the continuance of this License Agreement and
for a period of two years from the date of termination of this License
Agreement (“the Relevant Date”):


          13.1(b).1
compete, directly or indirectly, with the business carried on by the Licensor
from time to time in the Reserved Territory;


          13.1(b).2
solicit or endeavour to entice away from or discourage from dealing with the
Licensor any person who was at any time during the period of one year preceding
the Relevant Date a manufacturer for or supplier, customer or client of the
Licensor;


          13.1(b).3
supply or provide or develop or procure the development of any goods or
services which are directly or indirectly competitive with or of the type
supplied by the business to any person who was at any time during the period of
one year preceding the Relevant Date a customer or client of the Licensor to
whom the Licensor had during that period supplied or provided goods or services
in the ordinary course of its business;


12






          13.1(b).4
solicit or endeavour to entice away from or discourage from being employed by
the Licensee any individual who was at the Relevant Date an officer or employee
of the Licensor;


          13.1(b).5
develop, or procure the development of any product which is the same as, or
similar to, or directly or indirectly in competition with the Products; or


          13.1(b).6
will not be concerned or interested either directly or indirectly in the
production, development, importation, sale, licensing or advertisement of any
software (including but not limited to any modification or enhancement of the
Products) which is so like or similar to the Products as to be capable of restricting,
competing or otherwise interfering with or which might otherwise restrict,
reduce or interfere with the market for the Products or which is intended to
fulfill or be capable of fulfilling the same or similar function or purpose as
the Products.


          13.2
Each of the sub-sections of this Section 13 shall be treated as a separate
obligation and shall be severally enforceable as such. The parties consider the
restrictions in this Section 13 to be reasonable, but if a court of competent
jurisdiction finds any of them to be unenforceable the parties agree to accept
any modification as to the area, extent or duration of the restriction
concerned which the court sees fit to impose or which is reasonably necessary
to render the restriction enforceable.


          13.3
Nothing in Section 13.1 shall prevent each of the parties from holding for
investment purposes shares or other securities of a company traded on a
recognized investment exchange do long as such interest does not exceed more
than three per cent of the share capital of the company or the class of
securities concerned.


          ARTICLE
XIV


          ADDITIONAL
PROVISIONS


          14.1
Arbitration.


          (a)
All disputes arising between the Licensor and Licensee under this License
Agreement shall be settled by arbitration conducted in accordance with the
Rules of the American Arbitration Association in Austin, Texas. The Parties
shall cooperate with each other in causing the arbitration to be held in as
efficient and expeditious a manner as practicable.


          (b)
Licensee and Licensor each irrevocably and unconditionally consents to the
jurisdiction of any such proceeding and waives any objection that it may have
to personal jurisdiction or the laying of venue of any such proceeding.


          14.2
Assignment. No rights hereunder may be assigned by either Party, directly or by
merger or other operation of law, except assignment to an Affiliate, without
the express written consent of the other Party, such consent not to be
unreasonably withheld; provided, however, without such consent, either Party
may assign this License Agreement in connection with the sale of all or
substantially all of its assets or business or its merger or consolidation with
another company. Any prohibited assignment of this License Agreement or the
rights hereunder shall be null and void. No assignment shall relieve Licensee
or Licensor of responsibility for the performance of any accrued obligations
which they have prior to such assignment. This License Agreement shall inure to
the benefit of permitted assigns.


13






          14.3
No Waiver. A waiver by either Party of a breach or violation of any provision
of this License Agreement will not constitute or be construed as a waiver of
any subsequent breach or violation of that provision or as a waiver of any
breach or violation of any other provision of this License Agreement.


          14.4
Independent Contractor. Nothing herein shall be deemed to establish a
relationship of principal and agent between the Licensor and Licensee, nor any
of their agents or employees for any purpose whatsoever. This License Agreement
shall not be construed as constituting the Licensor and Licensee as partners,
or as creating any other form of legal association or arrangement which could impose
liability upon one Party for the act of the other Party.


          14.5
Notices. Any notice under this License Agreement shall be sufficiently given if
sent in writing by overnight courier, prepaid, first class, certified or
registered mail, return receipt requested, addressed as follows:


If
to the Licensor, to:


SECURECARE TECHNOLOGIES,
INC.

1617 West 6th Street - Suite C

Austin, TX 78703

Attention: CFO


With
a copy to:


Frank J. Hariton, Esq.

1065 Dobbs Ferry Road

White Plains, New York 10607


If to the Licensee, to:


NEWCO

Attention: Aleks Szymanski

c/o 2c The Courtyard

Main Cross Road

Great Yarmouth

Norfolk, NR30 3NZ


With a copy to:


Nathan Muskett

Birketts LLP, Kingfisher House, 1 Gilders Way, Norwich, Norfolk, NR3 1UB


or to such other addresses
as may be designated from time to time by notice given in accordance with the
terms of this Section.


14






          14.6
Severability. Any of the provisions of this License Agreement which are
determined to be invalid or unenforceable in any jurisdiction shall be
ineffective to the extent of such invalidity or unenforceability in such
jurisdiction, without rendering invalid or unenforceable the remaining
provisions hereof or affecting the validity or unenforceability of any of the
terms of this License Agreement in any other jurisdiction.


          14.7
Headings and Titles. Any headings and titles used in this License Agreement are
for convenience or reference only and shall not affect its construction or
interpretation.


          14.8
No Third Party Benefits. Nothing in this License Agreement, express or implied,
is intended to confer on any person other than the Parties hereto or their
permitted assigns, any benefits, rights or remedies.


          14.9
Governing Law. This License Agreement shall be construed, governed, interpreted
and applied in accordance with the laws of England and the parties shall
irrevocably submit to the exclusive jurisdiction of the English Courts.


          14.10
Counterparts. This License Agreement shall become binding when any one or more
counterparts hereof, individually or taken together, shall bear the signatures
of each of the parties hereto. This License Agreement may be executed in any
number of counterparts, each of which shall be deemed an original as against the
party whose signature appears thereon, but all of which taken together shall
constitute but one and the same instrument.


          14.11
Entire Agreement. This License Agreement is the entire agreement between the
parties regarding the subject matter herein, and supersedes all prior existing
understandings between the Parties relating to the subject matter hereof. This
License Agreement may not be modified except in writing signed by both Parties.


          14.12
Further Assurance. The Licensor shall (at its expense) promptly execute and
deliver all such documents, and do all such things, as the Licensee may from
time to time require for the purpose of giving full effect to the provisions of
this License Agreement.


          IN
WITNESS WHEREOF, the parties hereto have duly executed and entered into this
License Agreement as a deed on the date first above written.


15






	
  

 	
  

 	
  

 	
  

 
	
 SIGNED as a DEED

 	
 )

 	
  

 	
  

 
	
 By SecureCare Technologies Inc.

 	
 )

 	
  

 	
  

 
	
 acting by director and
 secretary

 	
 )

 	
  

 	
  

 
	
  

 	
  

 	
 /S/ Richard Corlin

 
	
  

 	
  

 	
 Director

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 /S/ Neil Burley

 
	
  

 	
  

 	
 Secretary

 
	
 SIGNED as a DEED

 	
 )

 	
  

 	
  

 
	
 By SecureCare Technologies, UK Limited

 	
 )

 	
  

 	
  

 
	
 acting by Aleksander Roman Szymanski, a

 	
 )

 	
  

 	
  

 
	
 director, in the presence
 of:

 	
 )

 	
  

 	
  

 
	
  

 	
  

 	
 /S/ Aleksander Roman
 Szymanski

 




	
  

 	
  

 
	
 Witness Signature

 	
 /S/ David Vineyard

 
	
  

 	
  

 
	
 Witness Name

 	
 David Vineyard

 
	
  

 	
  

 
	
 Witness Address

 	
 1617 W. 6th
 Street, Suite C

 
	
  

 	
  

 
	
  

 	
 Austin, Texas 78703

 
	
  

 	
  

 
	
 Witness Occupation

 	
 Chief Technology Officer,
 SecureCare Technologies, Inc.

 


16






SCHEDULE A


Specification of the Products


SecureCare provides secure document exchange and
workflow technology - including hardware, software including any databases, web
services (standard and all custom versions) and any other components and
plug-ins.


The SecureCare’s technology is currently deployed as
Software-as-a-Service (SaaS) under the name Sfax. Sfax allows end-users to
digitally sign business agreements, contracts, and other business documents and
easily exchange them with other parties (primarily through fax) using secure
internet technology that provides verification of sender authenticity, an audit
trail and document integrity.


Sfax removes the entire manual faxing process. Users
no longer need to complete the laborious process of printing, signing and
re-faxing or scanning into an application with a complete audit trail.


Unlike competitors like eFax and MyFax, Sfax is not an
email-to-fax or fax-to-email service whereby faxes are delivered as an email
attachment. This approach contravenes HIPAA (Health Insurance Portability and
Accountability Act) regulations with the US healthcare industry. Sfax provides
the highest levels of security by using Transport Layer Security (TLS) which is
Secure Socket Layer (SSL) encryption. The Sfax approach meets the ever
increasing regulations regarding data privacy and audit and disclosure demands
like Sarbanes Oxley.


Sfax technology is currently used in four guises:


	
  

 	
  

 	
  

 
	
  

 	
 ·

 	
 Sfax Driver. The
 patent pending Sfax Driver enables users to securely send faxes and add a
 digital signature from any application. The provisional patent application
 was filed on 28 May 09 and has an assigned application no. 61/182,035. Whilst
 there are other fax printer drivers, Sfax Driver is revolutionary as it
 provides true digital signature functionality and HIPAA compliant secure
 faxing from any desktop application.

 
	
  

 	
  

 	
  

 
	
  

 	
 ·

 	
 Sfax Desktop.
 Sfax Desktop has been developed for high volume uses who can send and receive
 faxes, and add a digital signature using their existing Sfax account from
 their desktop.

 
	
  

 	
  

 	
  

 
	
  

 	
 ·

 	
 Sfax Online. Sfax
 Online is the original web-based product which enables users to securely send
 and receive faxes using a standard web browser.

 
	
  

 	
  

 	
  

 
	
  

 	
 ·

 	
 Sfax Enterprise.
 Sfax has been or is in the process of being integrated with existing software
 applications. It uses a set of standard Sfax web services but can be extended
 to handle special data elements like dynamic creation of forms and reading of
 barcode data to facilitate workflow processes.

 



Sfax technology will continue to evolve on a daily
basis to meet client needs and market opportunity. This will include specific
product names and new solutions developed under new names. In some cases, Sfax
is being provided to partners as a white label solution who brand Sfax as their
own.


All Sfax products provide true digital signature
capability that enables the security that users demand and auditability that
regulations require. Each digitally signed document has a unique reference
which is created ‘on the fly’ and stored in SecureCare’s Digital Vault. This
approach enables a regulatory authority to ask in say 3 years time, what
date/time when was this document sent, who signed it, who sent it and to whom –
and for these details to be easily provided by SecureCare. 


In addition to Sfax, SecureCare has a niche portal
product called SecureCare.net. This is currently being used by a handful of
healthcare providers who can manage workflow of documents within multi-agency,
multi-location environment. The development of SecureCare.net has been put on
hold in the last 12 months with the focus on Sfax. However, SecureCare is now
re-invigorating SecureCare.net and, with further development, this solution
could be sold outside the US and into other industries. This license agreement
includes SecureCare.net.


17






Listed below are the specific technology and software
components which NewCo will be licensed and have immediate access to:


SecureCare.net


	
  

 	
  

 	
  

 
	
  

 	
 ·

 	
 Database

 
	
  

 	
  

 	
  

 
	
  

 	
 ·

 	
 Application

 
	
  

 	
  

 	
  

 
	
  

 	
 ·

 	
 Documentation

 
	
  

 	
  

 	
  

 
	
  

 	
 ·

 	
 3rd party components

 
	
  

 	
  

 	
  

 
	
  

 	
 ·

 	
 Itemized list of accounts (customers) that would
 have access to code

 





	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Sfax

 
	
  

 	
 ·

 	
 Infrastructure

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 o

 	
 Database

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 o

 	
 Topology

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 o

 	
 Documentation

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 o

 	
 Web Portal

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 o

 	
 Fax Server Core product

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 o

 	
 Services that are installed on server (ie. Render
 agent, brooktrout agent, etc...)

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 o

 	
 3rd party components

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 o

 	
 Itemized list of accounts(customers) that would have
 access to code

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ·

 	
 Applications
 (Internal and provided to select clients)

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 o

 	
 Printer driver

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 o

 	
 Web application

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 o

 	
 Desktop application

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 o

 	
 Reporting Services with custom invoicing and usage
 reports

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ·

 	
 Integrations

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 o

 	
 Current

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 o

 	
 Development

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 o

 	
 Access levels

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 o

 	
 3rd party components

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 o

 	
 Itemized list of accounts(customers) that would have
 access to code

 


18






	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ·

 	
 Internal Documentation

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 o

 	
 Current Partner Contracts

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 o

 	
 Development Service Level Agreements

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 o

 	
 Software Requirements Document template (SRD)

 


19