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Exhibit 10.28

                               EXCLUSIVE PATENT LICENSE AGREEMENT

         The Parties to this License Agreement (hereinafter "Agreement"),
UT-Battelle, LLC (hereinafter "UT-Battelle"), a limited liability company
organized and existing under the laws of the State of Tennessee and having an
address for notices at Post Office Box 2008, Oak Ridge, Tennessee 37831-6196,
and Sense Holdings, Inc. (hereinafter "Sense"), a corporation organized and
existing under the laws of the State of Florida and having an address for
notices at 4503 NW 103 Avenue Suite 200, Sunrise, Florida 33351, agree that this
Agreement shall be effective on August 1, 2005 (hereinafter "Effective Date").

                                    RECITALS:

A.       UT-Battelle manages and operates the Oak Ridge National Laboratory
         under authority of its Prime Contract No. DE-AC05-00OR22725
         (hereinafter "Prime Contract") with the United States Government as
         represented by the Department of Energy (hereinafter "DOE");
B.       UT-Battelle obtained rights in Proprietary Rights;
C.       The Government has a nonexclusive, nontransferable, irrevocable,
         paid-up license to practice or have practiced the Proprietary Rights
         for or on behalf of the United States throughout the world;
D.       The Proprietary Rights are also subject to certain march-in rights of
         the Government;
E.       Sense recognizes that its anticipated business activity will encompass
         the practice of technology that requires a license to Proprietary
         Rights;
F.       Sense wishes to acquire the right to practice the Proprietary Rights;
G.       UT-Battelle and Microsensor Technologies, Inc (a wholly owned
         subsidiary of Sense Holdings, Inc) entered into a patent license
         agreement with an effective date of March 26, 2001 (twice amended) for
         Group I of the Proprietary Rights listed in Exhibit A attached hereto;
         and
H.       UT-Battelle and Sense now desire to enter into a new patent license
         agreement incorporating, superseding and replacing the agreement of
         March 26, 2001 and adding Group II intellectual property of UT-Battelle
         to the Proprietary Rights.


                               TERMS & CONDITIONS:
         THEREFORE,  in consideration of the foregoing  premises,  covenants and
 agreements  contained herein,  the Parties agree to be bound as follows:

1.       Definitions.

1.1. "Proprietary Rights" means UT-Battelle's patents and patent applications,
if any, listed in the attached Exhibit A which is hereby incorporated into this
Agreement by reference and any United States patents issuing from the
applications in Exhibit A. Proprietary Rights shall also include divisions,
continuations, reissues, substitutes, and extensions of the patents, patent
applications, and patents issuing from such patent applications. The Proprietary
Rights shall also include all corresponding foreign patents, if any, in
jurisdictions where UT-Battelle has filed for patent protection and such foreign
patents shall be added by amendment to this Agreement as they issue.

1.2. "Net Sales" means the sum of all invoices Sense sends to purchasers for
Products or Services sold during a particular accounting period minus costs
Sense incurred due to returns of Products, freight, and excise or other taxes on
Products. When Products or Services are used or transferred by Sense, Net Sales
shall mean the fair market value of the Products or Services as if they were
sold to an unrelated third party in similar quantities.

1.3. "Exclusive" means that Sense is the only entity that may commercially
practice the Proprietary Rights in the Field of Use on a non-experimental basis
subject to the Government's nonexclusive, nontransferable, irrevocable, paid-up
license to practice or to have practiced for or on behalf of the United States
the Proprietary Rights throughout the world.

1.4. "Government" shall mean the Federal Government of the United States of
America.

1.5. "Product" means any composition of matter, machine, or article of
manufacture encompassed within the scope of a claim in the Proprietary Rights
and any composition of matter, machine, or article of manufacture made by or
incorporating, at least in part, a process encompassed within the scope of a
claim in the Proprietary Rights.

1.6      "Services" shall mean all services provided by Sense that require the
use of Products.

1.7 "Sublicensee" shall mean a third party to whom Sense has granted a
sublicense of the rights granted to Sense under Section 2.1.


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1.8      "Sublicensing Revenue" shall mean the sum of all amounts accruing to
Sense under any Sublicense for the manufacture, use or sale of Products,
including any license fees, royalties and milestone payments or the value of
other consideration. (eg. debt forgiveness, inventory, rent, etc.)

1.9      Fields of Use.

         1.9.1       "Field 1" shall mean chemical vapor detection for security
                     applications (for example, detection of explosives for
                     airport security).

         1.9.2      "Field 2" shall mean detection of unexploded ordnance
                    including bombs, grenades, shells, rockets and other
                    explosive devices either placed as mines or fallen as
                     projectiles whether buried or camouflaged.

         1.9.3         "Field 3" shall mean detection of biological warfare
                       agents in security applications. Examples of such
                       biological agents are:
|X|      Anthrax
|X|      Botulinum Toxins
|X|      Brucellosis
|X|      Cholera
|X|      Clostridium Perfringes Toxins
|X|      Congo-Crimean Hemorrhagic Fever
|X|      Ebola Hemorrhagic Fever
|X|      Plague
|X|      Q Fever
|X|      Ricin
|X|      Rift Valley Fever
|X|      Saxitoxin
|X|      Smallpox
|X|      Staphylococcal Enterotoxin B
|X|      Trichothecene Mycotoxins
|X|      Tularemia
|X|      Venezuelan Equine Encephalitis

2.       Grants.

2.1 Subject to the terms and conditions of this Agreement, UT-Battelle hereby
grants to Licensee the exclusive right and license to manufacture, use, sell or
offer for sale Products in Fields 1 and 2 of Exhibit B of this Agreement. This
grant includes the right to have manufactured for Licensee, and the further
right to grant sublicenses to others of the same scope as the grant by
UT-Battelle to Licensee.

2.2 For a period of twenty-four (24) months from the
Effective Date of this Agreement (Option Period), UT-Battelle grants to Licensee
the first right of refusal to negotiate a patent license agreement in Field 3.
In the event that UT-BATTELLE receives a request from a third party during this
Option Period requesting the right to enter into negotiations for a license to
the Proprietary Rights in Field 3, UT-BATTELLE shall notify Licensee of such
request. Within thirty (30) days of such notification, Licensee may exercise its
option by submitting to UT-BATTELLE a detailed technology development and
commercialization plan for UT-BATTELLE's review and approval. Such development
plan must set forth specific timelines and benchmarks for each biological
warfare agent selected from Field 3, and the required approval shall be at
UT-Battelle's sole discretion.

2.3 Unless otherwise required to grant a right
and license as required by Federal statutory or regulatory enactments
conditioning the allocation of rights to UT-Battelle, particularly as set forth
in 35 U.S.C. ss. 203, UT-Battelle agrees to not grant third parties a right and
license to Proprietary Rights in Field 1 or Field 2 during the term of this
Agreement as long as Sense abides by the terms and conditions of this Agreement.

2.4 Sense agrees that any Products for use or sale in the United States shall be
substantially manufactured in the United States.


2.5 If Sense fails to satisfy the requirements of Exhibits B or C that are
attached to this Agreement and hereby incorporated by reference, then
UT-Battelle shall have the right, to exercise at its sole discretion with thirty
(30) days written notice to Sense, to terminate this Agreement in accordance
with its early termination requirements.

2.6 Sense shall mark all Products in accordance with the statutes of the United
States relating to marking of patented articles, see 35 U.S.C. ss. 287.
Additionally, Sense shall fix on the Product or when, from the character of the
Product, this can not be done, fix to it, or to the package containing one or
more Products, a label including the notation "Licensed from UT-Battelle, LLC,
management and operating contractor of the Oak Ridge National Laboratory, under
Patent License Agreement No. 605." Marking as required by this Section shall
also be included in all literature and/or advertising materials describing
Products. Sense shall include this marking requirement in all sublicenses that
Sense grants consistent with this Agreement.

2.7 Sublicenses.

         2.7.1. Sense shall have the right to sublicense in the Field of Use.

         2.7.2. Sublicenses must be transferable from Sense to UT-Battelle,
         solely at UT-Battelle's election or upon termination of this Agreement.
         Sense agrees to include in each sublicense the requirements for
         substantial U.S. manufacture, Indemnification, Insurance and Procedures
         for Dispute Resolution which shall be binding upon such sublicensee as
         if it were a party to this Agreement.


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         2.7.3. UT-Battelle shall have the right to approve any sublicense
         granted hereunder, including the terms and conditions of the
         sublicenses. Sense shall not grant any rights inconsistent with the
         terms, scope, and Field of Use of this Agreement. Each sublicense
         agreement granted by the Licensee shall include an audit right by
         UT-Battelle of the same scope as provided herein below with respect to
         the Licensee. No such sublicense agreement shall contain any provision
         which would cause it to extend beyond the Term of this Agreement. The
         Licensee shall give UT-Battelle notification of the identity and
         address of each sublicensee with whom it desires to conclude a
         sublicense agreement and shall supply UT-Battelle with a copy of each
         such proposed sublicense agreement.

         2.7.4 Sense shall provide UT-Battelle with a signatory copy of each
         sublicense it executes within thirty (30) days after the sublicense is
         executed.

         2.7.5 If this Agreement is terminated for any reason, except
         breach of contract by UT-Battelle, Sense shall immediately (upon
         receipt of a written notice to do so from UT-Battelle) assign all of
         its right, title, and interest in all sublicenses to UT-Battelle,
         including the right to receive income and shall provide its
         sub-licensees with written notice of the assignment.

         2.7.6 Sublicensing Royalty paid by Sense based on Sublicensing Revenue
         shall not apply to satisfy the minimum royalty provisions or the earned
         royalty provisions of Exhibit B.

3. Financial Obligations And Commercialization Plan.

3.1. In consideration of the right and license granted herein, Sense agrees to
the provisions of Exhibit B and Exhibit C.

3.2. Sense shall owe no royalties on any acquisitions involving Government
funds, including funds derived through a Military Assistance Program of the
Government or otherwise derived through the Government, because of the
Government's license in the Proprietary Rights.


3.3. Sense shall report revenue received for acquisitions or use of Products
involving Government funds under the Records, Reports, and Royalty Payments
Section of this Agreement by providing: (a) a Government control number; and (b)
identification of the Government agency.

3.4. Upon termination of this Agreement for any reason whatsoever, Sense shall
report and pay to UT-Battelle, within thirty (30) days of such termination, any
financial obligations including, but not limited to, fees, payments, royalties,
reimbursements, interest, and other forms of consideration, due and owing to
UT-Battelle.

4. Records, Reports, and Royalty Payments.

4.1. Sense agrees to: (a) keep adequate and sufficiently detailed records to
enable Sense's financial obligations required under this Agreement to be readily
determined; and (b) provide such records for inspection by UT-Battelle's
authorized representatives at any time during Sense's regular business hours.

         4.1.1. Sense agrees that it shall also provide UT-Battelle with any
         additional records that UT-Battelle reasonably determines are necessary
         to verify any records that Sense is required to generate or maintain
         under the terms of this Agreement.

         4.1.2. Sense agrees to make any records that it is required to generate
         or maintain under the terms of this Agreement available for inspection
         by UT-Battelle's authorized representatives for three (3) years after
         the last royalty period to which the records refer.

4.2. Sense shall provide UT-Battelle with a written report consistent with the
requirements of the Notices and Payments Section of this Agreement no later than
sixty (60) days after the end of each calendar half-year (Accounting Period)
during the life of this Agreement that identifies the following information for
the immediately preceding accounting period:

                  (a) all Net Sales made by Sense in U.S. Dollars itemized by
                  domestic and/or foreign rights that are subject to this
                  Agreement during the preceding accounting period including
                  acquisitions involving Government funds and all export Net
                  Sales, and if none so indicate; (b) all Net Sales in U.S.
                  Dollars made by sub-licensees, itemized by domestic and/or
                  foreign rights that are subject to this Agreement, during the
                  preceding Accounting Period including acquisitions involving
                  Government funds and all export Net Sales, and if none so
                  indicate; and (c) amount of royalties due in U.S. Dollars for
                  the preceding accounting period pursuant to the terms of this
                  Agreement.


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                  4.2.1. Sense shall, concurrent with the submittal of each
                  report, pay to the order of UT-Battelle, LLC all royalties due
                  and payable in accordance with Exhibit B. All payments shall
                  be made by electronic funds transfer in accordance with the
                  following wire instructions:

                 First Tennessee Bank, Memphis - ABA #084000026
       For further credit to First Tennessee, Knoxville - Account #4238028
                          Beneficiary UT-Battelle, LLC
                           S.W.I.F.T. Code is FTBMUS44

4.3. If Sense fails to make any payment to UT-Battelle that may be required
under this Agreement within the time period prescribed for such payment, then
the unpaid amount shall bear interest at the rate of one and one half percent
(1.5%) per month from the date when the payment was due until payment in full,
with interest, is made.

5. Infringement.

5.1. Sense shall give notice of any discovered third party infringement of the
Proprietary Rights to UT-Battelle. If UT-Battelle does not take appropriate
action to stop or prevent such infringement within ninety (90) days after
receiving such notice and diligently pursue such action, Sense has the right to
take appropriate action to stop and prevent the infringement, including the
right to file suit.

5.2. If Sense files suit pursuant to this Section to stop infringement of the
Proprietary Rights, Sense shall indemnify and hold UT-Battelle harmless against
all liability, expense and costs, including reasonable attorneys' fees, incurred
by UT-Battelle in support of the litigation or as a result of the litigation,
whether or not UT-Battelle becomes a party to the litigation.

5.3. Pursuant to Sections 5.1 and 5.2 above, Sense may take action to stop
alleged infringement of the Proprietary Rights by third parties or challengers
to the validity of the Proprietary Rights, such actions including, by way of
example and not limitation, litigation, arbitration, mediation, negotiation or
other non-judicial dispute resolution activities (collectively referred to
hereinafter as "Dispute Resolution"). During the term of the Dispute Resolution,
Sense shall pay to UT-Battelle fifty percent (50%) of any royalties that Sense
may owe under this Agreement and shall deposit the remaining fifty (50%) of such
royalties in an interest-bearing escrow account and shall provide UT-Battelle
with certified quarterly statements of said escrow account in accordance with
the Records, Reports, and Royalty Payments Section of this Agreement. Sense may
deduct costs and expenses for Dispute Resolution taken against alleged
infringers of the Proprietary Rights or challengers to the validity of the
Proprietary Rights from such escrow after Sense provides UT-Battelle with
verified bills of said costs and expenses that are actually incurred in
accordance with the Records, Reports, and Royalty Payments Section of this
Agreement.

5.4. In the event that Sense is entitled to receive a settlement, judgment, or
compensatory recovery in a Dispute Resolution, if any, that does not exceed the
costs and expenses that Sense actually incurs for pursuing the Dispute
Resolution, judgment, or entitlement to compensatory recovery, upon conclusion
of the Dispute Resolution, the amount from the escrow that shall immediately
become due and payable to UT-Battelle by Sense shall be calculated as follows
(with the remainder of the escrow to be paid to Sense):


                                        RUTB= EG  - (CL - J)
                           wherein:     RUTB   =   Amount  owed to  UT-Battelle
                                        from  the  interest  bearing  escrow
                                        account;

                                        EG         = Gross funds remaining in
                                                   the interest bearing escrow
                                                   account , after deduction of
                                                   Sense's costs of litigation
                                                   as permitted in Section 5.3
                                                   above, at the time Dispute
                                                   Resolution is concluded, said
                                                   funds including royalties
                                                   deposited plus interest;
                                        CL         = Sense's costs for Dispute
                                                   Resolution as described
                                                   herein that have not
                                                   previously been paid from
                                                   escrow; and
                                        J          = Amount of the compensatory
                                                   recovery, judgment,
                                                   settlement, or the like to
                                                   which Sense collects as
                                                   described herein.

5.5 In the event that Sense is entitled to receive a settlement, judgment, or
compensatory recovery in a Dispute Resolution, if any, that exceeds the costs
and expenses that Sense actually incurs for pursuing the Dispute Resolution and
any actual or consequential damages that Sense pleads and proves during such
Dispute Resolution and which are accounted for in such settlement, judgment, or
entitlement to compensatory recovery, upon conclusion of the Dispute Resolution,
the amount from the escrow that shall immediately become due and payable to
UT-Battelle by Sense shall be calculated as follows (with the remainder of the
escrow to be paid to Sense):

                         RUTB = EG + 0.5[J - (CL + DPP)]
                           wherein:     RUTB = Amount owed to UT-Battelle by
                                               Sense;
                                        EG         = Gross funds remaining in
                                                   the interest bearing escrow
                                                   account , after deduction of
                                                   Sense's costs of litigation
                                                   as permitted in Section 5.3
                                                   above, at the time Dispute
                                                   Resolution is concluded, said
                                                   funds including royalties
                                                   deposited plus interest;
                                        J          = Amount of the compensatory
                                                   recovery, judgment,
                                                   settlement, or the like to
                                                   which Sense collects as
                                                   described herein;
                                        CL         = Sense's costs for Dispute
                                                   Resolution as described
                                                   herein that have not
                                                   previously been paid from
                                                   escrow; and
                                        DPP        = Actual or consequential
                                                   Damages that Sense pleads and
                                                   proves during the course of
                                                   the dispute resolution
                                                   activity and which are not
                                                   accounted for in J, above.

5.6. The Parties hereby agree to cooperate with each other in the prosecution of
any Dispute Resolution or settlement actions undertaken under this Section and
each will provide to the other all pertinent data in its possession which may be
helpful in the prosecution of such actions; provided, however, that the Party in
control of such action shall reimburse the other Party for any and all costs and
expenses in providing data and other information necessary to the conduct of the
action.

5.7. The Party initiating Dispute Resolution shall be in control and shall have
the right to dispose of such Dispute Resolution in whatever reasonable manner it
determines to be the best interest of Parties hereto, except that any settlement
by Sense which affects or admits issues of Proprietary Rights validity shall
require the advance written approval of UT-Battelle.
5.8. Sense agrees that it will use its best efforts to collect any compensatory
recovery, judgment, settlement, or the like to which it is entitled.


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6. Representations and Warranties.

6.1. UT-Battelle represents and warrants that Exhibit A contains a complete and
accurate listing of all the Proprietary Rights obligated by this Agreement and
that UT-Battelle can grant the rights, licenses, and privileges granted by this
Agreement.

6.2. UT-Battelle represents and warrants that UT-Battelle has no actual
knowledge of any infringement claims filed against UT-Battelle for practicing
the Proprietary Rights anywhere in the world. 6.3. Except as set forth in
Section 6.2, UT-Battelle makes NO REPRESENTATIONS OR WARRANTIES, express or
implied, with regard to infringement of any third party intellectual property.

6.4. Sense represents and warrants that it shall not export any technical
information (or the direct product thereof) furnished to Sense, either directly
or indirectly by UT-Battelle in the grant of license to the Proprietary Rights,
from the United States of America, directly or indirectly without first
complying with all requirements of the Export Administration Regulations,
including the requirement for obtaining any export license, if applicable.

         6.4.1. Sense agrees to indemnify, defend and hold harmless UT-Battelle,
         its officers, agents and employees from all liability involving the
         violation of such export regulations, either directly or indirectly, by
         Sense.

         6.4.2.   Sense acknowledges it may be subject to criminal liability
under U.S. laws for Sense's failure to obtain any required export license.

7.       Disclaimers.

7.1. Neither UT-Battelle, the DOE, nor persons acting on their behalf will be
responsible for any injury to or death of persons or other living things or
damage to or destruction of property or for any other loss, damage, or injury of
any kind whatsoever resulting from UT-Battelle's grant of license to Sense under
this Agreement.

7.2. NO WARRANTY. EXCEPT AS SET FORTH HEREINABOVE, NEITHER
UT-BATTELLE, THE DOE, NOR PERSONS ACTING ON THEIR BEHALF MAKE ANY WARRANTY,
EXPRESS OR IMPLIED: (1) WITH RESPECT TO THE MERCHANTABILITY, ACCURACY,
COMPLETENESS, OR USEFULNESS OF ANY SERVICES, MATERIALS, OR INFORMATION FURNISHED
HEREUNDER; (2) THAT THE USE OF ANY SUCH SERVICES, MATERIALS, OR INFORMATION WILL
NOT INFRINGE PRIVATELY OWNED RIGHTS; (3) THAT THE SERVICES, MATERIALS, OR
INFORMATION FURNISHED HEREUNDER WILL NOT RESULT IN INJURY OR DAMAGE WHEN USED
FOR ANY PURPOSE; OR (4) THAT THE SERVICES, MATERIALS, OR INFORMATION FURNISHED
HEREUNDER WILL ACCOMPLISH THE INTENDED RESULTS OR ARE SAFE FOR ANY PURPOSE,
INCLUDING THE INTENDED OR PARTICULAR PURPOSE. FURTHERMORE, UT-BATTELLE AND THE
DOE HEREBY SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, FOR
ANY PRODUCTS RESULTING FROM UT-BATTELLE'S GRANT OF LICENSE HEREUNDER. NEITHER
UT-BATTELLE NOR THE DOE SHALL BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES
IN ANY EVENT.


7.3 Licensee agrees to indemnify UT-Battelle, the DOE, and persons acting on
their behalf for all damages, costs, and expenses, including attorney's fees,
arising from Licensee's practice of its license to any Proprietary Rights, in
whatever form furnished hereunder.

7.4. Licensee shall, throughout the term of this Agreement obtain and maintain
at its own cost and expense, from an insurer qualified to do business in the
state and rated at least A - by the most recent A.M. Best's Rating Guide (or its
equivalent if such ceases to be published) general liability and product
liability insurance. The policy shall provide for ten (10) days notice to
UT-Battelle from the insurer by registered or certified mail, return receipt
requested, in the event of any modification, cancellation or termination
thereof. Licensee agrees to furnish UT-Battelle a certificate of insurance
evidencing same within thirty (30) days after execution of this Agreement and,
in no event shall Licensee manufacture, use, sell or offer for sale the Licensed
Products prior to receipt by UT-Battelle of such evidence of insurance

8. Term of Agreement and Early Termination.


8.1. Subject to early termination as set forth in this Section and the terms and
conditions set forth in Exhibit B and Exhibit C, this Agreement shall be
effective until the last of the Proprietary Rights has expired, or until all of
the Proprietary Rights have been adjudicated as unenforceable.
8.2. Either Party shall have the right to terminate this Agreement with cause
and without judicial resolution upon written notice to the other after the
non-breaching Party notifies the breaching Party of a breach of any provision of
this Agreement and the breach has not been cured by the breaching Party within
sixty (60) calendar days from receipt of such notice. If UT-Battelle is the
non-breaching Party under this Section, then Sense shall owe UT-Battelle all
patent reimbursement, if applicable, and all royalties due or the pro rata
portion of any annual minimum royalties due at the end of the calendar year of
such termination, whichever is greater. Sense acknowledges and agrees that
UT-Battelle shall be entitled to seek any remedies available at law to
UT-Battelle for Sense's willful breach of this Agreement.
8.3. This Agreement shall terminate automatically upon a final adjudication of
invalidity, unenforceability, or the extinguishment of all Proprietary Rights,
for any reason. 8.4. Subject to sublicenses granted consistent with the
requirements of this Agreement, the Parties agree that UT-Battelle, at its sole
discretion, may immediately terminate this Agreement upon any attempted transfer
of Sense's interest in this Agreement, in whole or in part, to any other party
except by merger or acquisition as may be otherwise permitted by the terms of
this Agreement. If this Agreement is terminated under this Section, Sense shall
immediately assign all of its right, title, and interest to all sublicenses to
UT-Battelle, including the right to receive all consideration of any kind from
Sublicensees. Sense shall provide for this contingency in its sublicenses and
obtain Sublicensee's agreement that the relationship between UT-Battelle and
Sublicensee would thereafter become one of Licensor to Sense, respectively.
8.5. Sense agrees that this Agreement shall automatically terminate if Sense
attempts, in any way, to pledge its rights under this Agreement as collateral to
a third party. 8.6. Sense hereby agrees that, in the event Sense (by its own
actions, or the action of any of its shareholders or creditors), (if
applicable), files or has filed against it (with an order for relief being
entered) a case under the Bankruptcy Code of 1978, as previously or hereafter
amended, UT-Battelle shall be entitled to relief from the automatic stay of
Section 362 of Title 11 of the U.S. Code, as amended, on or against the exercise
of the rights and remedies available to UT-Battelle and Sense hereby waives the
benefits of such automatic stay and consents and agrees to raise no objection to
such relief.


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8.7. Sense may terminate this Agreement without cause if Sense provides
UT-Battelle with sixty (60) days prior notice and pays UT-Battelle the greater
of: (a) all patent reimbursement, if applicable, and all royalties due at the
time of termination; or (b) the sum of the pro rata portion of any annual
minimum royalties due at the end of the accounting period of such termination
and the annual minimum royalty due for the accounting period immediately
following termination to allow UT-Battelle a reasonable period of time to
negotiate and execute a license for the Proprietary Rights with another
licensee.

8.8. Any termination of this Agreement shall not impact UT-Battelle's ownership
of equity acquired in Sense.

8.9. If Sense merges or is otherwise acquired by
another U.S.-owned entity that acquires substantially all of Sense's business
assets that relate to this Agreement, then Sense may assign its rights and
obligations under this Agreement to the merging or acquiring entity, effective
on the date the merger or acquisition becomes effective, provided that all the
following requirements have been satisfied in advance of the merger or
acquisition:

         8.9.1. Sense notifies UT-Battelle at least thirty (30) calendar days
         prior to said merger or acquisition and allows UT-Battelle and the DOE
         an opportunity to object to the proposed merger and acquisition;

         8.9.2. Sense confirms that the merger or acquisition is consistent with
         UT-Battelle's Prime Contract and DOE policy considerations relating to
         technology transfer involving foreign owned or controlled companies;

         8.9.3. Sense has paid all royalties, fees and payments due UT-Battelle
         up to and including the most recent reporting period; and 8.9.4. The
         merging or acquiring entity agrees that it shall practice the
         Proprietary Rights and comply with the terms and conditions of this
         Agreement.


<PAGE>


9.                Rights of Parties After Termination.

9.1.              Neither Party shall be relieved of any obligation or liability
                  under this Agreement arising from any act or omission
                  committed prior to the termination date. 9.2. From and after
                  any termination of this Agreement, Sense shall have the right
                  to sell only those Products in Sense's inventory at the time
                  of termination, provided that Sense has satisfied all
                  financial obligations and reporting requirements required by
                  this Agreement. Except as otherwise provided in this Section,
                  Sense shall not exercise any of the rights granted under this
                  Agreement after it is terminated.

9.3.              The rights and remedies granted herein, and any other rights
                  or remedies which the Parties may have, either at law or in
                  equity, are cumulative and not exclusive of others. On any
                  termination, Sense shall duly account to UT-Battelle and
                  transfer to it all rights to which UT-Battelle may be entitled
                  under this Agreement.

10. Force Majeure.

10.1.             No failure or omission by UT-Battelle or by Sense 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 acts of God, acts or omissions of
                  any government or agency thereof, compliance with rules,
                  regulations, or orders of any governmental authority or any
                  office, department, agency, or instrumentality thereof, fire,
                  storm, flood, earthquake, accident, acts of the public enemy
                  or terrorism, war, rebellion, insurrection, riot, sabotage,
                  invasion, quarantine, restriction, transportation embargoes,
                  or failures or delays in transportation.

11. Notices and                   Payments.

11.1.             All notices and reports shall be addressed to the Parties as
                  follows: If to UT-Battelle: Business Manager, Technology
                  Transfer
                   and Economic Development                        Facsimile No.
                  UT-Battelle, LLC                               (865) 576-9465
                  Post Office Box 2008                              Verify No.
                  Oak Ridge, Tennessee 37831-6196                (865) 574-4495
                                                                  7su@ornl.gov
                  If to Sense:
                  Dore Perler, President and CEO                 Facsimile No.
                  Sense Holdings, Inc.                          954-726-2022
                  4503 NW 103 Ave,Suite 200,                      Verify No.
                  Sunrise, Florida 33351,                   954-726-1422,Ext 101
                                                               dore@senseme.com
11.2.             All financial obligations, with the exception of stock
                  certificates, due UT-Battelle shall be sent to: UT-Battelle,
                  LLC Royalty Account
                  P. O. Box 888071 Knoxville, TN 37995-8071

11.3.             All stock certificates due UT-Battelle shall be sent to:
                  Business Manager, Technology Transfer
                   and Economic Development
                  UT-Battelle, LLC
                  Post Office Box 2008
                  Oak Ridge, Tennessee 37831-6196

11.4. Any notice, report or any other communication required or permitted to be
given by one Party to the other Party by this Agreement shall be in writing and
either: (a) served personally on the other Party; (b) sent by express,
registered or certified first-class mail, postage prepaid, addressed to the
other Party at its address as indicated above, or to such other address as the
addressee shall have previously furnished to the other Party by proper notice;
(c) delivered by commercial courier to the other Party; or (d) sent by facsimile
to the other Party at its facsimile number indicated above or to such other
facsimile number as the Party shall have previously furnished to the other Party
by proper notice, with machine confirmation of transmission. 12. Non-Abatement
of Royalties.


12.1. UT-Battelle and Sense acknowledge that certain of the Proprietary Rights
may expire prior to the conclusion of the term of this Agreement. However,
UT-Battelle and Sense agree that the royalty rates provided for in Exhibit B
shall be uniform and undiminished for as long as Proprietary Rights are
enforceable except as otherwise provided in this Agreement.

13. Waivers.

13.1. The failure of either UT-Battelle or Sense at any time to enforce any
provisions of this Agreement or to exercise any right or remedy shall not be
construed to be a waiver of such provisions or of such rights or remedy or the
right of UT-Battelle thereafter to enforce each and every provision, right or
remedy. 13.2. The waiver of a breach hereunder may be effected only by a writing
signed by the waiving Party and shall not constitute a waiver of any other
breach.

14. Modifications.

14.1. The Parties expressly understand and agree that this instrument contains
the entire agreement between the Parties with respect to the subject matter of
this Agreement and that all prior representations, warranties, or agreements
relating to this subject matter have been merged into this instrument and are
thus superseded in totality by this Agreement. This Agreement may be amended or
modified only by a written instrument signed by the duly authorized
representatives of both of the Parties. The patent license agreement entered
into by UT-Battelle and Microsensor Technologies, Inc (a wholly-owned subsidiary
of Sense Holdings, Inc) with an effective date of March 26, 2001 (twice amended)
is hereby superseded and replaced by this Agreement, effective as of the
Effective Date of this Agreement.

14.2. The Parties agree that if any part, term, or provision of this Agreement
shall be found illegal or in conflict with any valid controlling law, the
validity of the remaining provisions shall not be affected thereby. 14.3. In the
event the legality of any provision of this Agreement is brought into question
because of a decision by a court of competent jurisdiction of any country in
which this Agreement applies, UT-Battelle, by written notice to Sense, may
revise the provision in question or may delete it entirely so as to comply with
the decision of said court.

15. Headings.

15.1. The headings for the sections set forth in this Agreement are strictly for
the convenience of the Parties hereto and shall not be used in any way to
restrict the meaning or interpretation of the substantive language of this
Agreement.

16. Successor Contractor.

16.1. Sense acknowledges and agrees that UT-Battelle may transfer this Agreement
and all rights, duties and obligations hereunder, to the DOE or a successor
contractor to UT-Battelle as may be required under the Prime Contract with DOE.


<PAGE>


17. Law.

17.1. This Agreement shall be construed according to the laws of the State of
Tennessee and the United States of America and in the English language. Any
action brought to enforce any provision or obligation hereunder shall be brought
in a court of competent jurisdiction in the State of Tennessee.
17.2. No provision of this Agreement shall be interpreted for or against any
Party on the basis that that Party was the drafting Party of the provision and
no presumption or burden of proof shall arise disfavoring or favoring any Party
by virtue of the authorship of any of the provisions of this Agreement.


<PAGE>


         IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
duly executed in their respective names by their duly authorized
representatives.

UT-BATTELLE, LLC

By:
     ---------------------------------------------------------------------------
       Casey Porto, Director of Technology Transfer

Date:
       -------------------------------------------------------------------------

Sense Holdings, Inc.

By:
     ---------------------------------------------------------------------------
      Dore Perler, President and CEO

Date:
       -------------------------------------------------------------------------


<PAGE>
<table>
<caption>

                          EXHIBIT A: PROPRIETARY RIGHTS
                                     Group I

             <c>        <c>                            <c>                       <c>            <c>
--------------- ---------- ------------------------------ ------------------------- -------------- -----------------------------
    Docket        Country              Title                     Inventor(s)        Ser. No./Pat.       Filing/Issue Date
     No.                                                                                 No.
--------------- ---------- ------------------------------ ------------------------- -------------- -----------------------------
   ID 1315         U.S.    Microbar Sensor                Thomas Thundat              5,445,008       Issued August 29, 1995
                                                          Eric Wachter
--------------- ---------- ------------------------------ ------------------------- -------------- -----------------------------
   ID 1601         U.S.    Improved Microbar Sensor       Thomas Thundat              5,719,324      Issued February 17, 1998
                                                          Eric Wachter
--------------- ---------- ------------------------------ ------------------------- -------------- -----------------------------
   ID 0238         U.S.    Microcantilever Detector for   Thomas Thundat              5,918,263               Issued
                           Explosives                                                                     June 29, 1999

                                    Group II
--------------- ---------- ------------------------------ ------------------------- -------------- -----------------------------
  Docket No.      Country              Title                     Inventor(s)        Ser. No./Pat.       Filing/Issue Date
                                                                                         No.
--------------- ---------- ------------------------------ ------------------------- -------------- -----------------------------
   ID 0820         U.S.    Method and Apparatus for       Charles Britton                 6,545,495       Issued April 8, 2003
                           Self-Calibration of            Robert J. Warmack
                           Capacitive Sensors
--------------- ---------- ------------------------------ ------------------------- --------------------- ----------------------
   ID 0501         U.S.    A Cacpacitively Readout        Patrick Oden                    6,167,748         Issued January 2,
                           Multi-Element Sensor Array     Thomas Thundat                                          2001
                           with Common-Mode Cancellation  William Bryan
                                                          Charles Britton
                                                          Robert Jones (UT)
                                                          Robert J. Warmack
--------------- ---------- ------------------------------ ------------------------- --------------------- ----------------------
   ID 1411         U.S.    Non-Optical Explosive Sensor   John Hawk                      11/052,556           Filed 2/7/05
                           Based on a Two-Track           Lal A Pinnaduwage Thomas
                           Piezoresistive                 Thundat                        60/600,760         Provisional filed
                           Microcantilever Design         Dechang Yi (TTU)                                     08/11/2004
--------------- ---------- ------------------------------ ------------------------- --------------------- ----------------------
   ID 1351         U.S.    Chemically-Functionalized      John Hawk                    S/N 11/059,170             Filed
                           Microcantilevers for           Gilbert Brown                                     February 16, 2005
                           Detection of Chemical,         Lal A Pinnaduwage
                           Biological, and Explosive      Thomas Thundat
                           Material                         Vassil Iordanov
                                                          Boiadjiev
                                                             (UT)
--------------- ---------- ------------------------------ ------------------------- --------------------- ----------------------
    ID1344         U.S.    Gold Thiolate And              Gilbert M Brown,               Serial No.               Filed
                           Photochemically                Lal A Pinnaduwage         11/152,627                  6/14/2005
                           Functionalized                 Thomas Thundat
                           Microcantilevers Using         Peter Bonnesen
                           Molecular Recognition Agents   Gudrun Goretski (ORISE)
                                                           Vassil Iordanov
                                                          Boiadjiev
                                                             (UT)
--------------- ---------- ------------------------------ ------------------------- -------------------- ----------------------
</table>
                                 Initials
                                   UT-Battelle:
                                         ---------------------------------------
                                    Date:
                                   ---------------------------------------------
                                     Sense:
                                   ---------------------------------------------
                                      Date:
                                  ----------------------------------------------

                      EXHIBIT B: FINANCIAL OBLIGATIONS

         A. Type of License: Exclusive in certain fields of use.

         B. Sublicense rights: Within the scope of the grant.

         C. Execution Fee:
         Sense agrees to pay UT-Battelle an execution fee consisting of:
         1) twenty-five thousand U.S. dollars ($25,000) upon execution of this
         agreement. 2) one hundred twenty-five thousand U.S. dollars ($125,000)
         payable on October 15, 2005, and; 3) a number of shares of common
         stock in Sense Holdings, IncTM in accordance with Paragraph H. below.

         D. Running Royalty Rate Structure:  Royalty Rate:     4.0% of Net Sales

         E. Annual Minimum Royalty Rate Structure:
         Sense shall pay UT-Battelle running royalties as set forth in E above,
         but in no event shall royalties for a calendar year be less than the
         following minimum royalties during each of the calendar years
         indicated:

<table>
        
                               <c>                                      <c>
        ---------------------------------- ---------------------------------------- ---------------------------------
                  Calendar Year                    Minimum Royalties (USD)                      Due Date
        ---------------------------------- ---------------------------------------- ---------------------------------
                      2006                                 $10,000                         February 28, 2007
        ---------------------------------- ---------------------------------------- ---------------------------------
                      2007                                 $20,000                         February 28, 2008
        ---------------------------------- ---------------------------------------- ---------------------------------
                      2008                                 $25,000                         February 28, 2009
        ---------------------------------- ---------------------------------------- ---------------------------------
              Each year thereafter                         $25,000                  February 28 following the close
                                                                                          of the calendar year
        ---------------------------------- ---------------------------------------- ---------------------------------
</table>

F.       Reimbursement of Patent Costs:

F1. Sense shall pay all costs associated with the filing, prosecution, issuance
and maintenance of the Proprietary Rights incurred by UT-Battelle after the
effective date of this Agreement. UT-Battelle shall invoice Sense for such costs
and Sense shall reimburse UT-Battelle within thirty (30) days of receipt of such
invoice.

UT-Battelle may grant any additional licensee(s) rights under the Exhibit A,
Proprietary Rights, as available. However, in each additional license and upon
its execution, UT-Battelle shall also require reimbursement of patent costs from
any additional licensee(s) but shall pro rate such patent costs thereafter among
all licensees.

F2. For all foreign jurisdictions in which Sense requests UT-Battelle to seek
foreign patent protection, Sense shall pay all such regular and routine costs of
securing patent protection in that jurisdiction. UT-Battelle shall invoice
Licensee for such costs and Licensee shall reimburse UT-Battelle within thirty
(30) days of receipt of such invoice.

UT-Battelle may grant any additional licensee(s) rights under the Exhibit A,
Proprietary Rights, as available, in foreign jurisdictions where UT-Battelle has
filed for patent protection or is requested to file for patent protection in
additional jurisdictions, if available. However, in each additional license and
upon its execution, UT-Battelle shall also require reimbursement of patent costs
from any additional licensee(s) but shall pro rate such patent costs thereafter
among all licensees requesting protection in that jurisdiction.

G.        Sublicensing Royalty:
In order to maximize the commercialization of the Products and for sublicenses
granted to third parties, Sense agrees to pay UT-Battelle a "Sublicense Royalty"
which is the greater of:

         (a) fifty percent of Sense's Sublicensing Revenue or
         (b) the amount of the Royalties that would have been due under Exhibit
         B, Paragraph E, Running Royalty Rate Structure, if the Products and
         Services had been sold or transferred by Sense.

H.       Equity
H1. Upon the Effective Date, UT-Battelle shall be issued eight hundred thirty
three thousand three hundred thirty three (833,333) shares of common stock of
Sense Holdings, IncTM, ("Common Stock"), which shall represent (on the Effective
Date) 1.96 percent of the ownership of Sense Holdings, Inc. on a fully diluted
basis.

H2. Sense shall deliver, or cause to be delivered, to UT-Battelle a stock
certificate, duly signed by appropriate officers of Sense and issued in
UT-Battelle's name, representing all of the shares required to be issued to
UT-Battelle at that time. The Common Stock is traded on the OTC.BB under the
symbol "SEHO". These shares will be delivered with the following restrictive
legend:

         "The shares represented by this Certificate have not been registered
         under the Securities Act of 1933 ("the Act") and are `restricted
         securities' as that term is defined in Rule 144 under the Act. The
         shares may not be offered for sale, sold or otherwise transferred
         except pursuant to an effective registration statement under the Act,
         or pursuant to an exemption from registration under the Act, the
         availability of which is to be established to the satisfaction of the
         Company".


<PAGE>


H3. Sense will register these shares with the Securities and Exchange Commission
(SEC) within 90 days of the Effective Date, and provide to UT-Battelle a copy of
the SEC filing. Sense agrees to immediately pay UT-Battelle an additional one
hundred fifty thousand U.S. dollars ($150,000) beyond the monetary amount due on
the Effective Date unless:

         (a) the registration is declared effective by the SEC within 60 days
         following the registration and thereafter continued in effect until all
         of U.T. Battelle's registered shares have been sold, and (b)
         UT-Battelle is permitted to sell such shares without legal restriction
         under the foregoing registration.

                                   N O T I C E

This Exhibit contains financial and commercial information that is BUSINESS
SENSITIVE and the Parties hereby agree not to use or disclose this Exhibit to
any third party without the advance written approval of the other Party, except:
(1) to those necessary to enable the Parties to perform under this Agreement;
(2) as may be required by the UT-Battelle Prime Contract with the DOE under the
same restrictions as set forth herein; or (3) in event of breach of any
provision of this Agreement by either Party, to those deemed necessary by the
non-breaching Party to enforce the non-breaching Party's rights under the
Agreement.

                                                              Initials

                                        UT-Battelle:
                                         ---------------------------------------
                                         Date:
                                         ---------------------------------------
                                          Sense:
                                         ---------------------------------------
                                           Date:
                                         -------------------------------------


<PAGE>


                EXHIBIT C: DEVELOPMENT AND COMMERCIALIZATION PLAN

1. Milestones. Sense plans to commit resources to the following milestones:

         a) Execute a Funds-in Sponsored Research Project with ORNL. The project
         for the Technology Development between ORNL and Sense has been divided
         into two phases. Phase I runs until December 31, 2005 and has a
         projected budget of $510,000. Phase II runs from January 1, 2006 to
         December 31, 2006. (a projected budget has not been established as of
         the Effective Date.) b) Develop a commercial high performance hand-held
         explosives detector (Q4 2006) c) Apply to the pertinent regulatory
         agencies for the required approvals. (Q1 2007) d) Begin Manufacturing
         and marketing operations for this product. (Q3 2007) e) Initiate a
         program to develop a Cargo Container Security System. (Q1 2007)
             This effort will draw on the experience gained during the previous
        development  effort.
         f) Create a distribution network consisting of reputable and well-
          established representatives and distributors of brand-name security
         products.  (By Q3 2007)
             These organizations will also be responsible for extensive operator
         training and responsive technical field support. Sense will
         sequentially address the U.S. market, followed by the European, the
         Middle Eastern and Latin American markets. g) Several months prior to
         the commencement of manufacturing operations, Sense plans
        to establish a technical training facility in South Florida.  This
        facility will ensure the appropriate level of technical expertise
         expected of all the personnel involved in sales, Security management,
        security screening and field support.

2. Reporting. Progress and substantiation of Sense meeting these milestones
shall be provided to UT-Battelle in the form of a written report to be presented
at a meeting between the Parties to be held at the mutual convenience of said
Parties but no later than the first anniversary and each anniversary thereafter
of the effective date thereof.

                                   N O T I C E

This Exhibit contains financial and commercial information that is BUSINESS
SENSITIVE and the Parties hereby agree not to use or disclose this Exhibit to
any third party without the advance written approval of the other Party, except:
(1) to those necessary to enable the Parties to perform under this Agreement;
(2) as may be required by the UT-Battelle Prime Contract with the DOE under the
same restrictions as set forth herein; or (3) in event of breach of any
provision of this Agreement by either Party, to those deemed necessary by the
non-breaching Party to enforce the non-breaching Party's rights under the
Agreement.


                                                      Initials
                                                      UT-Battelle:
                                                      --------------------------
                                                      Date:
                                                      --------------------------
                                                      Sense:
                                                      --------------------------
                                                      Date:
                                                      --------------------------