LICENSE
AGREEMENT
 
 Exhibit 10.11
  This
Agreement entered into this 22 nd  day of October , 2003
between Emergency Medicine Innovations, LLC, a limited liability corporation of
the State of Delaware (hereinafter "Licensor" or "EMI") and Bovie Medical
Corporation, a corporation of the State of Florida (hereinafter
"Licensee - or
"Bovie").
  1.  Background
  1.1
    Licensor
      is desirous that the Licensed Patents and its related know how be
      developed and utilized to the fullest extent, and is willing to grant an
      exclusive license thereunder.
 1.2
    To
      induce Licensor to enter into this Agreement, Licensee has represented to
      Licensor that Licensee is experienced in the development, production,
      manufacture, marketing and sale of products similar to the "Licensed
      Product(s)" (as later defined herein), and that it will commit itself to
      utilizing Licensor*s Licensed Patents and Licensed Technology commercially
      so that public benefit and royalty income to Licensor shall result
      therefrom.
 1.3
    To
      induce Licensee to enter into this Agreement. Licensor has represented
      that it has pending U.S. and foreign patent applications and know-how
      relating to a proprietary suture removal technology "Licensed Technology"
      (as later defined herein) that is the subject of this
  Agreement.
 1.4
    Licensee
      desires to obtain a license upon the terms and conditions hereinafter set
      forth.
  THEREFORE,
the Parties agree as follows:
  2.  Definitions
  2.1
    "Affiliate(s)"
      of a party means any entity which, directly or indirectly, controls such
      party, is controlled by such party, or is under common Control with such
      party; "control" for these purposes being defined as the actual, present
      capacity to elect a majority of the directors of such Affiliate, or if
      not, the capacity to elect at least half of the members that control at
      least fifty percent (50%) of the outstanding stock or other voting rights
      entitled to elect directors. Each reference to Licensee herein shall be
      meant to include its Affiliate(s).
 2.2
    "Licensed
      Patent(s)" means the pending United States and foreign patent applications
      enumeratedin
      Exhibit A, attached to this Agreement. Licensed Patents shall include
      improvement parents obtained by Licensor or Licensee,
      continuations-in-part applications, patents and certificates of addition
      and utility models and patents which may issue thereupon related to said
      satire removal technology.
 2.3
    "Licensed
      Technology” means the technology presently embodied in prototypes
      and/ordescribed
      orally or in writing produced by Licensor and delivered to Licensee
      relating to suture removal technology including all improvements disclosed
      to Licensee.
 2.4
    "Licensed
      Product(s)" shall mean any and all products and methods
which:
 
 (a)
    are
      covered in whole or in part by an issued, unexpired claim or a pending
      claim contained in Licensed Patents in the
Territory,
 (b)
    which
      employ or are produced by the practice of the Licensed Technology, and/or
      contain any improvements which Bovie has developed which derive from said
      applications or Licensed Technology; and or,
 (c)
    employ
      or are produced by the practice of the invention claimed in Licensed
      Patents whose manufacture, use or sale would constitute, but for the
      license granted to Licensee pursuant to this Agreement, an infringement of
      any claim in Licensed Patents, and/or,
 (d)
    are
      required to practice or use the Licensed Products including, without
      limitation, EMI’s proprietary power chargers or functional equivalent for
      use with the suture technology or removal kit.
 
 2.5
    “Net
      Revenue” as used in this Agreement to compute royalties shall mean
      Licensee*s billings (including but not limited to sales. leasing.
      advertising fees) related to Licensed Products produced or used hereunder,
      less the sum of the following:
 
 (a)
    discounts
      allowed in amounts customary in the trade:
 (b)
    sales taxes. customs and
      tariff duties. and/or use taxes which are directly imposed and are with
      reference to particular sales:
 (c)
    outbound
      transportation prepaid or allowed: and
 (d)
    amounts
      allowed ot credited on returns or rebates.
 
 No
deductions shall be made for commissions paid to individuals whether they be
with independent sales agencies or regularly employed by Licensee and on its
payroll, or for cost of collections. Licensed Products shall be considered
“sold” when Bovie receives payment for said products.
  2.6
    “Net
      Selling Price" as used in this Agreement for the purpose of computing
      royalties shall mean gross invoice price received by Licensee from the
      sale. lease or other use of the Licensed Products. less the deductions
      under section 2.5. above.
  2.7
    "Territory":
      Worldwide.
  2.8
    “Improvements”
      shall mean any enhancement. upgrade, modification or variation of or to
      the Licensed Patents. Licensed Technology or Licensed
  Products.
  3.
Development and Improvements
  3.1
    Bovie shall develop and design the product in
      accordance with specifications provided by EMI.
 
 3.2
    Bovie
      shall develop a maximum of 200 prototypes necessary for evaluation by an
      independent medical organization
 
 3.3
    The
      prototypes shall be completed within 45 days of the execution of this
      contract and costs associated with the development shall be borne by
      Bovie.
 
 3.4
    Upon
      the successful completion of the evaluation, and FDA clearance to market,
      Bovie shall commence marketing within eight (8)
months.
 
 3.5
    EMI
      shall provide reasonable assistance in the development, design, testing
      and marketing of the product.
 
 
 3.6
    Bovie
      shall be responsible for the 510K application of the product and all costs
      associated therewith.
 
 3.7
    Improvements
      and Developments by Bovie.
      Bovie is free to make improvements and to use the Licensed Technology and
      the Licensed Patents in research and development of new products. Bovie
      shall assume and pay all Improvement, development and manufacturing costs
      incurred by Bovie throughout the term of this Agreement. Bovie shall
      promptly disclose any Improvement made by or for it to EMI together with
      appropriate documentation and if Bovie incorporates said Improvements into
      a suture removal product, then such suture removal product shall be deemed
      a Licensed Product under this Agreement subject to royalties as set forth
      herein. In the event that Bovie shall not incorporate such Improvements
      into a suture removal product then EMI shall have a royalty-free,
      perpetual, irrevocable, exclusive license, with the right to grant
      sublicenses, to use such Improvements. EMI shall, at the request of Bovie,
      provide reasonable assistance and/or information in connection with any
      effort by Bovie to make Improvements or further developments of said
      Licensed Product.
 
 3.8
    Improvements
      by EMI.
      EMI shall have no obligation to make any Improvements; however, if during
      the term of this Agreement any Improvement is made by EMI or for EMI on
      terms which do not prevent EMI from disclosure thereof, then EMI may, at
      its sole discretion disclose the same to Bovie or its assignees together
      with appropriate documentation. Any Improvements by EMI relating to the
      suture removal technology shall be deemed a Licensed Product under this
      Agreement.
  4.
License Grant
  4.1
    Subject
      to the terms of this Agreement, Licensor hereby grants to the Licensee a
      nontransferable, exclusive, royalty-bearing license under Licensed Patents
      and Licensed Technology to make, have made, use, lease, and sell the
      Licensed Products in the Territory, for the term set forth under Article
      10. unless sooner terminated according to the terms
hereof.
 
 The
license granted hereunder shall not be construed to confer any rights upon the
Licensee by implication, estoppel, or otherwise as to any technology or know-how
not specifically set forth herein.
 
 4.2
    No rights to sublicense are granted under this
      Agreement.
  5.  Royalties
and Payments
  5.1
    The
      royalty rate for the license that is the subject of this Agreement shall
      be in accordance with this Article 5.
 5.2
    Royalties
      and fees due hereunder shall accrue and be paid to Licensor according to
      this Article 5 and the attached Exhibit B, which is incorporated
      herein.
 5.3
    Except
      where Licensed Products are given to a prospective customer as an
      inducement to subsequently purchase and use Licensed Products, where
      Licensed Products are not sold, but are otherwise disposed of or used, the
      Net Revenue of such products and/or processes for the purposes of
      computing-royalties shall be the selling price at which products of
      similar kind and quality are sold in similar quantities or are currently
      being offered for sale by the Licensee and in no event shall Net Revenue
      be less than $1.50 per unit. Where power charges are given to customers in
      conjunction with a sale of a suture removal kit, no royalties shall be due
      on said power chargers. Where, however, the power charger is sold or
      otherwise disposed of in any fashion other than as an inducement to a
      customer to purchase the suture removal kit, then royalties as set forth
      herein shall be payable on such sale or disposition or use of the power
      chargers and Net Revenue for the power charger shall in no event be less
      than $1.50 per unit. In no event shall Bovie bundle Licensed Products with
      non-EMI products if to do so would cause the Net Revenue of Licensed
      Products to decrease.
 5.4
    Under
      this Agreement, Licensed Products shall be considered to be sold when
      payment is received, or if not sold, when delivered for use or lease to a
      third party or affiliate or used by Licensee in a manner not excluded
      above.
 5.5
    The
      Licensee shall pay to Licensor an earned royalty, as defined in the
      attached Exhibit B, on all Licensed Products made, sold leased or used by
      the Licensee.
 5.6
    Earned
      royalties for Licensed Products sold under this Agreement in the Territory
      shall accrue to Licensor for the duration of this
Agreement.
 5.7
    Earned
      royalties accruing to Licensor shall be paid to Licensor by February 15,
      May 15, August 15, and November 15. Each payment to Licensor will be for
      any and all royalties which accrued to Licensor within the most recently
      completed calendar quarter.
 5.8
    All
      monies due Licensor shall be payable in United States funds. When Licensed
      Products are sold for monies other than United States dollars, the earned
      royalties will first be determined in the foreign currency of the country
      in which Licensed Products were sold and then converted into equivalent
      United States Funds. The exchange rate will be that established by the
      Bank of America in New York, New York, on the last business day of the
      reporting period.
  6.  Due
Diligence
  6.1
    The
      Licensee, upon execution of this Agreement, shall diligently proceed with
      the development, manufacture and sale of Licensed Products and shall
      earnestly and diligently endeavor to market the same within a reasonable
      time after execution of this Agreement and in quantities sufficient to
      meet the market demands, and to comply with the minimum royalties
      specified in part C of Exhibit B.
 6.2
    The
      Licensee shall demonstrate a continuing commercially reasonable effort to
      market the Licensed Products to meet market demand following the
      Licensee*s first offer of Licensed Products for
sale.
 6.3
    Licensor
      agrees to supply sufficiently detailed information relating to Licensed
      Technology upon payment of the sums specified in part A of Exhibit B,
      which information will not be used by Licensee except to manufacture and
      sell Licensed Product bearing royalties under this
Agreement
  7.  Progress  and
Royalty Reports
  7.1
    Prior
      to the first sale, lease or other disposition of Licensed Products. the
      Licensee shall submit a progress report covering the Licensee*s activities
      related to the development and testing of the Licensed Products. After the
      first such sale and/or commercial use, the Licensee shall submit quarterly
      royalty reports within 45 days after the end of each fiscal quarter of
      each calendar year for the most recently completed calendar quarter,
      giving such particulars of the business conducted by the Licensee under
      this Agreement as shall be pertinent to a royalty accounting hereunder.
      This information shall include at least the
following:
  (a)
    Number
      of Licensed Products in each application manufactured, sold or otherwise
      disposed of subject to royalty payments under Article
5;
 (b)
    The
      gross sales, Net Revenues and Net Selling Price of Licensed Products sold
      by Licensee during the most recently completed calendar
  quarter:
 (c)
    The
      royalties, in U.S. dollars, payable hereunder with respect to such
      sales;
 (d)
    With
      each report submitted, the Licensee shall pay to Licensor the royalties
      due and payable under this Agreement. If no royalties are due, the
      Licensee shall still report sales.
 
 7.2
    If
      no sale or use or other disposition of Licensed Products has been made
      during any reporting period, a statement to that effect will be required
      in the royalty report filed for that period.
 
 8.  Books
and Records
 
 8.1
    The
      Licensee shall keep books and records accurate by showing all Licensed
      Products developed manufactured, used, and/or leased and/or sold or
      otherwise disposed of under the terms of this Agreement. Such books and
      records shall be preserved for at least five (5) years from the date of
      the royalty payment to which they pertain and shall be open to inspection
      by representatives or agents of Licensor at all reasonable times, provided
      that reasonable notice is given.
 8.2
    The
      fees and expenses incurred by Licensor*s representatives or agents to
      perform an examination of the royalty reports shall be borne by Licensor.
      However, if an error in royalties accounting of more than five percent(5%)of
      the total royalties due for any year is discovered, then the fees and
      expenses incurred by Licensor*s examination shall be borne by
      Licensee.
  9.  Applicable
Law and Jurisdiction- Dispute Resolution-
  9.1
    This
      Agreement shall be governed by and construed in accordance with the laws
      of the state of Florida (other than its rules of conflicts of
    laws.)
 9.2
    All
      claims and disputes between the parties arising out of this Agreement
      (each, a "Claim and, collectively, "Claims") shall be subject to this
      Section. Prior to submission of any Claim for resolution in accordance
      with this Section 9, both the Manufacturer and the Licensor will negotiate
      in good faith to resolve such Claim. If the parties cannot reach agreement
      within ten (10) business days of written notice by one party to the other
      that a Claim exists, the Claim may be submitted for resolution upon the
      filing by either party of a written demand, with notice to the other
      party, to and under the Commercial Arbitration Rules of the American
      Arbitration Association ("AAA") before a mutually acceptable arbitrator,
      to be determined within ten (10) business days of filing the written
      demand for arbitration. If the parties are unable to select a mutually
      acceptable arbitrator within this time period, the AAA shall select the
      arbitrator. Upon such Claim being submitted for resolution, the arbitrator
      shall assume exclusive jurisdiction over the Claim, and shall utilize
      consultants or experts as he shall deem appropriate to assist him, and
      will be required to make a final, binding determination, not subject to
      appeal, within fifteen (15) business days of the date of submission. Each
      party shall submit in writing to the arbitrator a statement of its
      position with supporting facts, within ten (10) business days after
      receipt of written notice of the Claim being brought to the arbitrator.
      The arbitrator may award the expenses of the proceeding, including
      reasonable attorneys' fees to the prevailing party. In arriving at his/her
      decision, the arbitrator shall consider the pertinent facts and
      circumstances presented in evidence and be guided by the provisions of
      this Agreement.
  10.  TERM
AND TERMINATION
  This
Agreement shall commence on the date of execution and, unless earlier terminated
in accordance with the provisions hereof, will remain in force and effect for
fifteen (15) years or for the life of the Licensed Patents, whichever is
greater.
  10.1
    It
      is understood that this Agreement may be automatically renewed at the end
      of the term and in each succeeding two (2) year period provided the terms
      of minimum production and sales are agreed upon between the
    parties.
 10.2
    In
      the event of a sales decrease of 10% or more for two consecutive calendar
      years, the Licensor shall have the right to make the license non-exclusive
      for the balance of the term. Licensee may nevertheless elect to pay
      sufficient royalties to offset the aforesaid decrease in sales in order to
      maintain exclusivity. Should the license become non-exclusive and Licensor
      grants a license to another party within five (5) years from the
      agreement's inception, through no fault of Licensee, then the Licensor
      shall pay Bovie its developmental cost of up to
$250,000.00.
 10.3
    Notwithstanding
      the aforesaid provisions, in the event Licensee determines in its sole
      judgment that the product is non-competitive and no longer commercially
      viable, on ninety (90) days written notice to Licensor, Licensee may
      terminate this Agreement. In such event Licensee shall re-deliver to
      Licensor the information and materials acquired hereunder, without
      change.
 10.4
    Any
      termination of this Agreement will not affect the rights and obligations
      set forth in the following Articles:
  Article
  8Books
  and RecordsArticle
  14Patent
  Prosecution and MaintenanceArticle
  19Indemnification
  and InsuranceArticle
  25Export
  Control LawsArticle
  26Confidentiality 11.  Termination
by Licensor
  11.1
    The
      right to terminate this Agreement, if exercised by Licensor, supersedes
      the rights granted in Article 4,License
      Grant.
      If the Licensee should fail to perform any material term or covenant of
      this Agreement Licensor may give written notice of such default ("Notice
      of Default") to the Licensee. If the Licensee fails to remedy with
      satisfaction and tangible evidence that the deficiency has been cured
      within sixty (60) days of the effective date of such Notice of Default,
      Licensor shall have the right to terminate this Agreement and the license
      granted herein by a second written notice ("Notice of Termination"). If
      Notice of Termination is sent to the Licensee, this Agreement will
      automatically terminate on the effective date of such notice. The
      Licensee*s failure to use due diligence in marketing the product or pay
      any earned royalty or other fee by the date required under Exhibit B shall
      be considered to be a material breach subject to termination of the
      license.
 11.2
    Termination
      of this Agreement will not relieve the Licensee of any obligation or
      liability accrued hereunder prior to such termination, or rescind any
      payments due or paid to Licensor hereunder prior to the time such
      termination becomes effective. Such termination shall not affect, in any
      manner, any rights of Licensor arising under this Agreement prior to such
      termination
  12.  Termination
for Insolvency
  12.1
    This
      agreement shall terminate, without notice. (i) upon the institution by or
      against Licensee of insolvency, receivership or bankruptcy proceedings or
      any other proceedings for the settlement of Licensee*s debts; (ii) upon
      Licensee*s making an assignment for the benefit of creditors; or (iii)
      upon Licensee*s dissolution or ceasing to do
business.
  13.  Disposition
of Licensed Products on Hand Upon Termination
  13.1
    Upon
      termination of this Agreement for any reason other than expiration of
      Licensed Patents, Licensee will provide Licensor, within forty-five (45)
      days following the effective date of termination, with a written inventory
      of all Licensed Products in process of manufacture or in stock, and shall
      dispose of such Licensed Products within one hundred and twenty (120) days
      of the effective date of termination, provided, however, that the sales of
      all such Licensed Products shall be subject to the terms of this
      Agreement.
  14.  Patent
Prosecution and Maintenance
  14.1
    Licensor
      shall at its sole discretion pursue and maintain the Licensed Patents
      using counsel of its choice, and such Licensed Patents will be held in the
      name of Licensor. Licensor shall have the exclusive rights to control the
      prosecution of the Licensed Patents.
 14.2
    Licensor
      may, at its sole discretion, amend any patent application(s) to include
      claims requested by the Licensee to reasonably protect the products
      contemplated to be sold or methods used under this
Agreement
 14.3
    Subsequent
      to the issuance of Licensed Patents, Licensee shall be responsible for the
      payment of all maintenance fees while this Agreement is in
  force.
 14.4
    Licensee
      shall be solely responsible for filing for and prosecuting foreign
      counterpart patents in each and every country where the Licensed Product
      will be marketed. At a minimum, Licensee agrees to file and prosecute
      counterpart patent applications in the European Patent Office ("EPO"),
      Japan and Australia. All such patents shall be prosecuted in the name of
      EMI, and EMI shall provide all reasonable non-financial assistance in
      connection with obtaining the issuance of said counterpart
    patents.
 
 15.  No
Warranty
  15.1
    THIS
      LICENSE AND THE ASSOCIATED INTELLECTUAL PROPERTY RIGHTS ARE PROVIDED
      WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR
      ANY OTHER WARRANTY. EXPRESS OR IMPLIED.
 15.2
    IN
      NO EVENT WILL LICENSOR BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR
      CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE
      OF INTELLECTUAL PROPERTY RIGHTS, LICENSED PATENTS OR LICENSED
      PRODUCTS.
  15.3  Nothing
in this Agreement shall be construed as:
  (a)
    A
      warranty or representation by Licensor as to the validity or scope of any
      Licensed Patents;
 (b)
    A
      warranty or representation that anything made, used, sold or otherwise
      disposed of under any license granted in this Agreement is, or will be,
      free from infringement of patents of third
parties;
 (c)
    Any
      obligation to bring or prosecute actions or suits against third parties
      for patent infringement except as otherwise expressly set
  forth;
 (d)
    Conferring
      by implication, estoppel, or otherwise any license or rights under any
      patents to Licensor other than Licensed Patents as defined herein,
      regardless of whether such patents are dominant or subordinate to Licensed
      Patents:
  16.  Notification
of Infringement and Enforcement of Licensed Patent Rights
  16.1
    Notification
      Each party shall notify the other party in writing of any suspected
      infringements of or bythe
      Licensed Patents in the Territory and shall inform the other party of any
      evidence of such infringements.
 16.2
    Infringement
      during exclusivity.
      So long as this Agreement remains exclusive the LICENSEE shall defend the
      Licensed Patents against infringement or interference by other parties in
      whole or in part in any country in which a Licensed Patent is in effect
      hereunder, including, without limitation, bringing legal action for
      infringement or defending any counterclaim of**invalidity
      or action of a third part for declaratory judgment of**non-infringement
      or interference. LICENSOR agrees to join as a party plaintiff in any such
      lawsuit initiated by LICENSEE and to cooperate with LICENSEE in LICENSEE's
      prosecution, if requested by LICENSEE, with all reasonable costs,
      attorneys fees, and expenses to be paid by LICENSEE. Any recovery of
      damages by LICENSEE for each such suit shall be applied first in
      satisfaction of any unreimbnrsed expenses and legal fees of LICENSEE
      relating to such suit. The balance remaining from any such recovery shall
      be shared equally by LICENSEE and LICENSOR.
 16.3
    Infringement
      during non-exclusivity.
      If this Agreement is nonexclusive at the time of infringements, the sole
      right to institute suit for infringement and to recover damages shall rest
      with LICENSOR.
 16.4
    Settlement.
      So long as this Agreement remains exclusive, neither party may settle with
      any infringer without the prior approval of the other party if such
      settlement would affect the rights of the other party under the Licensed
      Patents.
 16.5
    Infringement
      by licensed patent.
      Each party shall promptly notify the other in writing in the event that a
      third party shall bring a claim of infringement against LICENSOR or
      LICENSEE, either in the United States or in any foreign country in which
      there is a Licensed Patent. So long as this Agreement is exclusive.
      LICENSEE in its own name and at its sole expense shall have the first
      right to defend the Licensed Patents and may compromise, settle or
      otherwise pursue such defense in such a manner and on such terms as
      LICENSEE and LICENSOR shall agree. In the event that LICENSEE shall
      undertake such defense.LICENSEEmay
      withhold twenty-five percent (25%) of the payments otherwise thereafter
      due LICENSOR and apply the same toward reimbursement ofLICENSEE's**expenses,
      including reasonable attorneys' fees, in connection therewith. Any
      recovery of damages by LICENSEE for each such suit shall be applied first
      in satisfaction of any unreimbursed expenses and legal fees of LICENSEE
      relating to such suit, and next toward reimbursement of LICENSOR for any
      payments past due or withheld and applied pursuant to this Section. The
      balance remaining from any such recovery shall be shared equally by
      LICENSEE and LICENSOR. In the event that LICENSEE declines to defend an
      infringement suit asserted against the Licensed Products, then LICENSORshall
      defend, at its expense, the lawsuit. In such event, LICENSOR shall keep
      any recovery of damages awarded to it.
 16.6
    Infringement
      by Improvements Made by Bovie.
      In the event that any Improvements made by Bovie to the Licensed Products
      are accused of infringement, then Bovie shall be solely responsible for
      the defense of any such action including, without limitation, all costs,
      damages, if any, and attorneys fees associated
therewith.
  17.  Waiver
  17.1
    It
      is agreed that no waiver by either party hereto of any breach of default
      of any of the covenants or agreements herein set forth shall be deemed a
      waiver as to any subsequent and/or similar breach or
default.
  18.  Successors
and Assigns
  18.1
    Subject
      to the provisions herein, the benefits and obligations of this Agreement
      shall be binding upon and inure to the successors and assigns of the
      parties, provided that neither party shall assign this Agreement without
      the prior written consent of the other party except in connection with the
      sale of all or substantially all of its assets. Consent, if required,
      shall not be unreasonably withheld or delayed.
 18.2
    Should
      Bovie be acquired or merged into another corporation the successor or
      merged company shall be bound by the Agreement's
terms.
  19.  Indemnification
and Insurance
  19.1
    The
      Licensee agrees to indemnify, hold harmless and defend Licensor, its
      officers, employees and agents; the inventor of the inventions disclosed
      in the patents and patent applications in Licensed Patents against any and
      all claims, suits, losses, damage, costs, fees and expenses resulting from
      or arising out of exercise of any license granted under this Agreement.
      The Licensee shall pay any and all costs, including reasonable attorney
      fees, incurred by Licensor in enforcing this
indemnification.
 19.2
    The
      Licensee, at its sole cost and expense, shall insure its activities in
      connection with this Agreement to fulfill Licensee*s indemnification
      obligation under this Article 19 and obtain, keep in force and maintain
      insurance with an insurance company acceptable to Licensor, which
      acceptance shall conform to reasonable business standards, as follows: A
      Minimum level of One Million Dollars ($1,000,000) of Comprehensive or
      Commercial Form General Liability insurance (including contractual
      liability and products liability).
   The
coverages referred to in this Article 19 will not in any way limit the liability
of Licensee. Licensee will furnish Licensor with certificates of insurance,
including renewals, ****** evidencing
compliance with all requirements at least thirty (30) days prior to the first
commercial sale or distribution of Licensed Products.
  (a)
    If
      such insurance is written on a claims-made form, coverage shall provide
      for a retroactive date of placement prior to or coinciding with the
      effective date of this License Agreement-
 (b)
    Licensee
      shall maintain the general liability insurance specified herein during (a)
      the period that the Licensed Products or methods are being commercially
      distributed or sold (other than for the purpose of obtaining regulatory
      approvals) by the Licensee or by an affiliate, or agent of the Licensee,
      and (b) a reasonable period thereafter, but in no event less than one (1)
      year. Licensee*s failure to maintain this liabiltiy insurance shall be
      considered a material breach of this Agreement.
 19.3
    Licensee
      will provide a thirty (30) day, advance written notice to Licensor of
      cancellation or of any modification to insurance coverages as required
      under Article 19.2:
 
 20.  Late
Payments
  20.1
    In
      the event any payments or fees due under this Agreementarenot
      received by Licensor when due, the Licensee shall pay to Licensor interest
      charges at the rate of fifteen percent (15%) per annum. Late payment of
      minimum royalties. however. subjects Licensee to termination pursuant to
      paragraph 11.
  21.  Notices
  21.1
    Any
      payments. reports. notices or other communications required or permitted
      to be given to either party hereto shall be in writing and shall be deemed
      to have been properly given and to be effective on (a) the date of
      delivery if delivered in person, or (b) the fifth (5th) day after mailing
      if mailed by first-class certified mail, postage prepaid. to the
      respective addresses given below. or to such other address as shall be
      designated by written notice given to the other party as
  follows:
  In
      the case of Licensee:
    EMI
      Corporation386
      Commercial Street Apt. 4CBoston.
      Massachusetts 02109
 In
      the case of Licensor:
    Bovie
      Medical Corporation7100
      30thAvenue NorthSt.
      Petersburg, FL 33710
  22.  Governing
Laws
  22.1
    This
      Agreement and the performance thereunder shall be interpreted and
      construed in accordance with the laws of the State of Florida. USA without
      reference to the conflict of laws provisions.
  23.  Patent
Marking
  23.1
    When
      Licensed Products are made, used and/or sold under Licensed Patents. the
      Licensee agrees to mark all Licensed Products and their containers in
      accordance with the applicable patent marking
laws.
  24.  Government
Approval or Registration
  24.1
    If
      this Agreement or any associated transaction or equipment is required by
      the law of any nation to be either approved or registered with any
      government agency. Licensee will assume all legal obligations to do so.
      Licensee will notify Licensor if it becomes aware that this Agreement is
      subject to a United States or foreign government reporting or approval
      requirement. Licensee will make all necessary flings and pay all costs
      including fees. penalties and all other out-of-pocket costs associated
      with such reporting or approval process.
  25.  Expert
Control Laws
  25.1
    The
      Licensee shall observe and comply with all applicable United States and
      foreign laws and regulations with respect to the International Traffic in
      Arms Regulations (ITAR) and the Export Administration
    Regulations.
  26.  Confidentiality
  26.1
    Nondisclosure.
      Except as otherwise provided in this Agreement, each party (the "Receiving
      Party") shall hold in confidence and not disclose to any third party any
      business or technical information that is disclosed to it by the other
      party in a tangible form marked "Confidential" or that is so disclosed to
      it orally and confirmed in writing as confidential within thirty (30) days
      after its initial disclosure ("Proprietary Information"). Propriety
      Information of a party shall not include:
 
 (a)
    Information
      which at the time of disclosure is published or otherwise generally
      available to the public;
 (b)
    Information
      which, after disclosure by the other party, is published or becomes
      generally available to the public through no fault of the Receiving Party,
      or
 (c)
    Information
      which the Receiving Party can document was or is in its possession at the
      time of disclosure and was not acquired directly or indirectly from such
      party.
  26.2  Exceptions.
  (a)
    The
      Receiving Party may disclose Proprietary Information of the
    other:
  (1)
    In
      connection with the order of a court of law or in compliance with laws or
      regulations relating to registrations or sale of securities, or as is
      reasonably necessary in connection with the prosecution, maintenance or
      enforcement of the Patent Rights or obtaining product approvals upon
      notice to the other party: or
 (2)
    If
      such information is also rightfully acquired from a third party who, to
      the best of such party's knowledge and belief, is entitled to rightfully
      make such disclosure, but only to the extent such party complies with any
      restrictions imposed by the third party.
    (b)
    Bovie
      and its permitted assignees may disclose Proprietary Information comprised
      of EMT Technology to any party to whom Bovie or its permitted assignees
      subcontracts the manufacture of Licensed Product and, to the extent such
      disclosure is reasonably necessary, to any supplier of parts and
      components for the Licensed Equipment, provided that such sub-contractor
      or supplier shall, before the disclosure, enter into non-disclosure
      agreements consistent with this paragraph 31.
 
 27.  Force
Majeure
  27.1
    No
      failure or omission by Licensor or the Licensee in the performance of any
      obligation under this Agreement shall be deemed a breach of this Agreement
      or create any liability if the same shall arise from any cause or causes
      beyond the control of Licensor or Licensee including, but not limited to,
      the following: Acts of God, acts or omissions of any government or agency
      thereof, compliance with requirements, rules, regulations, or orders of
      any governmental authority or any office**,**department,
      agency, of instrumentality thereof; fire, storm, flood, earthquake,
      accident, acts of the public enemy, war, rebellion, insurrection, not,
      sabotage, invasion, quarantine, restriction, transportation embargoes, or
      failures or delays in transportation.
  28.  Miscellaneous
  28.1
    The
      headings of the several sections are inserted for convenience of reference
      only and are not intended to be a part of or to affect the meaning or
      interpretation of this Agreement.
 28.2
    This
      Agreement will be binding upon the Parties when it has been executed by
      each of the Parties hereto as of the date of execution by the last signing
      Party and contingent upon Licensor*s receipt of the Issue Fee described in
      Exhibit B-
 28.3
    No
      amendment or modification hereof shall be valid or binding upon the
      Parties unless made in writing and signed on behalf of each
    Party.
 28.4
    This
      Agreement embodies the entire understanding of the Parties and shall
      supersede all previous communications, representations, or understandings.
      either oral or written, between the Parties relating to the subject matter
      hereof
 28.5
    In
      case any of the provisions contained in this Agreement shall be held to be
      invalid, illegal, or unenforceable in any respect, such invalidity,
      illegality, or unenforceability shall not affect any other provisions
      hereof, but this Agreement shall be construed as if such invalid or
      illegal or unenforceable provisions had never been contained
    herein.
 28.6
    It
      is intended that this Agreement and the exchange of technical information
      between the Parties pursuant to it is to be covered by a Mutual
      Nondisclosure Agreement between the parties.
 28.7
    No
      Agencv:
      Neither party named herein shall in any way be considered an agent of the
      other.
 
 IN
WITNESS WHEREOF, both Licensor and Licensee have executed this Agreement, in
duplicate originals, by their respective officers hereunto duly authorized, on
the day and year hereinafter written.
  EMERGENCY
MEDICINE INNOVATIONS, LLC  BOVIE
MEDICAL CORPORATION
 By:
      /s/
    By:/s/Name:
      Matt Warden, MD
    Name:
      Andrew MakridesTitle:
      President
    Title:
      PresidentDate:
      10/27/03_______________
    Date:
      10/21/03
 
 
 EXHIBIT
A
 
 LICENSED
PATENT(S) AND APPLICATIONS
 
 
 (Itemized
list of licensed applications/patents will be determined by technology
licensed.)
 List of
licensed applications/patent(s) must be provided
 
   -1-
  
  EXHIBIT
B
  LICENSE
FEES AND ROYALTY RATE
  NOTICE
  This
Exhibit B contains financial and commercial information deemed Business
Confidential and the parties hereby agree not to use or to disclose the terms
agreed to herein to any third party without the express written consent of the
other parry hereto except to those deemed necessary to enable the parties to
perform under this Agreement.
  In
accordance with Article 5, Royalties and Payments:
  A.
    The
      Licensee shall pay to Licensor an earned royally fee based upon the
      following formula:
  Cumulative
      Net Revenues of Licensed Products/Systems Incorporating the Licensed
      Patents/Licensed Technology
    Earned
      Royalty Fee$0
      to $5,000,000
    6%The
      sum, if any, over $5,000,000 for any fiscal year shall be subject to a
      royalty of
    7%
 
   -2-
  EXHIBIT
A
  LICENSED
PATENT(S) AND APPLICATIONS
  (Itemed
list of licensed applications/patents will be determined by technology
licensed.)
  List of
licensed applications/patent(s) must be provided
  1.
    US:
      10/600, 368 filed 6/23/03; and,
  2.
    PCT:
      PCT/US03/19782 filed 6/25/03.
   -3-