EXHIBIT
      10.21

     

    


    NON-EXCLUSIVE
      LICENSE AGREEMENT

    


    THIS
      NON-EXCLUSIVE LICENSE AGREEMENT (this "Agreement") is entered into as of
      September 18, 2003, by Medi-Hut Co., Inc., a Nevada, United States of America
      corporation with offices at 1345 Campus Parkway, Wall Township, New Jersey
      07753, United States of America (“MHUT”), Coa International Ind, Inc., a
      corporation organized and existing under the laws of the Republic of Korea
      (“Korea”) with its registered office at 2nd
      Floor,
      Oyang Building, 33-7 Changchung-Dong 1Ga, Chung-Ku, Seoul, Korea (“Coa”),
      Medi-Hut Int’l (Mfg.) Co., Ltd., a corporation organized and existing under the
      laws of the Republic of Korea with its principal offices at 4-1 Godeung-Ri,
      Sojung-Myun, Yeonki-Kun, Chunchungnam-Do, Korea (“MHUT”) and Young-Kil Shin
      (“Shin”).

    


    BACKGROUND

     

    On
      November 16, 2000 the parties entered into a Joint Venture Agreement (as the
      same may be amended and/or restated from time to time, the “Joint Venture
      Agreement”), for the manufacture in and the export of safety syringes from Korea
      based upon MHUT’s patents and technology under the name MHI. MHUT desires to
      license to MHI and MHI desires a license of certain patents and other technology
      from MHUT.

    


    NOW,
      THEREFORE, in consideration of the mutual covenants, conditions and agreements
      of this Agreement, the parties hereby agree as follows, effective as of the
      Commencement Date (as defined below):

     

    1.    DEFINITIONS.

    


    1.1    "Affiliate"
      means any corporation or other entity that is directly or indirectly
      controlling, controlled by or under the common control with a party hereto
      for
      so long as such control exists. For the purpose of this Agreement, "control"
      shall mean the direct or indirect ownership of fifty percent (50%) or more
      of
      the outstanding shares or other voting rights of the subject entity to elect
      directors, or if not meeting the preceding, any entity owned or controlled
      by or
      owning or controlling at the maximum control or ownership right permitted in
      the
      country where such entity exists.

    


    1.2    "Licensee"
      means a third party to whom MHUT has granted a license or sublicense under
      the
      MHUT Patents, to make, have made, import, use, sell, offer for sale or otherwise
      exploit a Product. "Licensee" includes a third party to whom MHUT has granted
      the right to distribute a Product.

    


    1.3    "MHUT
      Patents" means (i) U.S. Patent No’s 5,562,626 and U.S. Patent Application No.
      090/488807, (ii) all patents claiming an invention related to, or based upon,
      the MHUT Technology owned by MHUT or licensed to MHUT (to the extent MHUT may
      grant a license or sublicense to such patent) with the right to grant
      sublicenses; and (iii) all patents issued to MHUT claiming an invention based
      upon or relating to the MHUT Technology, together with:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (a)    any
      patent applications filed by MHUT claiming the subject matter of the MHUT
      Technology;

    


    (b)    any
      divisionals, continuations, continuation-in-part applications, and continued
      prosecution applications (and their relevant international equivalents) of
      the
      patent applications described in (a) above to the extent the claims are directed
      to subject matter specifically described in such patent applications, and the
      resulting patents;

    


    (c)    any
      patents resulting from reissues, reexaminations, or extensions (and their
      relevant international equivalents) of the patents described in (a) and (b);
      and

    


    (d)    international
      (non-United States) patent applications filed after the Commencement Date
      claiming the subject matter of the MHUT Technology and the relevant
      international equivalents to divisionals, continuations, continuation-in-part
      applications and continued prosecution applications of such patent applications
      and any patents resulting from reissues, reexaminations, or extensions of the
      patents

    


    1.4    "MHUT
      Technology" means technological models, inventions, concepts, manufacturing
      processes, design drawings (whether manual or electronic), design processes,
      prototypes, molds, schematics, know-how, databases and documentation thereof,
      trade secrets, technical information, specifications, drawings, records,
      documentation, works of authorship or other creative works, ideas, knowledge,
      data or the like relating to safety syringes which is owned by or licensed
      to
      MHUT (to the extent MHUT may grant a license or sublicense to such intellectual
      property) as of the date hereof, including without limitation information useful
      to the practice of the inventions claimed in the MHUT Patents.

    


    1.5    "Net
      Sales" means the amounts received by MHI for the use or sale of Products to
      bona
      fide independent third parties, less (i) normal and customary rebates, and
      cash,
      trade and quantity discounts; (ii) sales, use and/or other excise taxes or
      duties; (iii) the actual cost of any packaging and shipping, including
      insurance; and (iv) amounts actually allowed or credited due to defects,
      returns, rejections, wholesale chargebacks or retroactive price
      reductions.

    


    1.6    "Products"
      means any equipment, products, processes or methods covered by or that exploit
      or make use of one or more claims under the MHUT Patents or that exploit or
      make
      use of the MHUT Technology.

    


    1.7    "Quarterly
      Period" shall be each three month period within a fiscal year that begins on
      November 1 and ends on October 31.

    


    1.8    "Territory"
      shall mean the Republic of Korea.

     

    
      
         

      

      
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    2.    LICENSE
      GRANTS.

    


    2.1    MHUT
      Patents.
      Subject
      to the provisions of Section 6, MHUT hereby grants MHI a non-exclusive license,
      under the MHUT Patents, to make, manufacture and export to MHUT and/or MHUT’s
      customers, as directed by MHUT, Products in the Territory, and to perform
      processes and methods, that embody the inventions described in the MHUT Patents.
      The license granted in this Section 2.1 shall be non-exclusive for the Territory
      and shall be subject to the terms of the Joint Venture Agreement. MHI shall
      not
      have the right to issue sublicenses nor shall MHI have the right to sell
      Products directly to third parties without first obtaining written permission
      from MHUT.

    


    2.2    MHUT
      Technology.
      Subject
      to the provisions of Section 2.1 and 6, MHUT hereby grants MHI a non-exclusive
      license to use, reproduce, translate, otherwise exploit the MHUT Technology
      solely in connection with MHI’s actions pursuant to the license granted in
      Section 2.1.

    


    2.3    No
      Additional Rights.
      Nothing
      in this Agreement shall be construed to confer any rights upon either Coa,
      MHI
      or Shin by implication, estoppel, or otherwise as to any technology, or patent
      (including such rights in improvements) owned by MHUT, regardless of whether
      such technology or patent rights shall be dominant or subordinate to any MHUT
      Patent or MHUT Technology.

    


    3.    CONSIDERATION.

    


    3.1    Royalty
      on Net Sales.
      MHI
      shall be required to receive written permission from MHUT prior to executing
      any
      sale of Product(s) to a third party in any territory or location. For any sale
      to a third party that MHI receives permission from MHUT to execute, MHI shall
      pay to MHUT a royalty to be negotiated in good faith based upon Net Sales of
      Products. MHI shall not pay any royalty on sales of Products to
      MHUT.

    


    3.2    Computation
      of Royalties.
      All
      sales of Products between MHUT and MHI will be disregarded for purposes of
      computing Net Sales and royalties due MHUT under this Section 3, and in such
      instances royalties will be payable only upon sales to, or other use by,
      independent third parties. Nothing herein shall obligate MHI to pay MHUT
      royalties more than once on any unit of a Product.

    


    3.3    Sale
      of Products to MHUT.
      MHI will
      sell Products to MHUT pursuant to a separate requirements contract and/or
      purchase orders issued thereunder on mutually agreed terms.

    


    4.    PAYMENTS;
      REPORTS AND RECORDS.

    


    4.1    Timing
      of Payments.
      All
      amounts due MHUT pursuant to Section 3 shall be paid within 30 days after the
      last day of each Quarterly Period. Payment shall be made by wire transfer in
      U.S. Dollars to an account designated by MHUT. All currency conversion shall
      be
      made at the exchange rate in effect at the time of payment; provided, however,
      MHUT may direct MHI to make payment by other means or in other currency by
      written notice.

     

    
      
         

      

      
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    4.2    Royalty
      Reports.
      MHI
      shall deliver to MHUT with each royalty payment a report setting forth the
      total
      Net Sales of the Products for the Quarterly Period and the computation of the
      royalty amount. Such reports shall be confidential information of
      MHI.

    


    4.3    Inspection
      of Books and Records.
      Not
      more than once in any 12 month period, MHUT may have MHI’s relevant books and
      records for the prior 12-month period audited, by an independent certified
      public accounting firm of MHUT’s choosing and reasonably acceptable to Coa, to
      verify the accuracy of MHI’s royalty payments. The independent certified public
      accounting firm must enter into a confidentiality agreement reasonably
      acceptable to MHUT and Coa. Such audit must be conducted during MHI's normal
      business hours in a manner that does not unduly interfere with MHI's normal
      business activities. If any audit discloses underpayment of royalties, MHI
      shall
      promptly pay MHUT the royalties due plus interest at an annual rate of 6%.
      MHUT
      is responsible for all expenses it incurs in connection with any audit unless
      the audit discloses an underpayment of royalties in excess of 10%, in which
      case, MHI shall promptly reimburse MHUT for all of such audit
      expenses.

    


    4.4    Taxes.
      All
      royalty amounts required to be paid to MHUT pursuant to this Agreement may
      be
      paid with deduction for withholding for or on account of any taxes (other than
      taxes imposed on or measured by net income) or similar governmental charge
      by
      the Republic of Korea ("Withholding Taxes"). At MHUT's request, MHI shall
      provide MHUT a certificate evidencing payment of any Withholding Taxes hereunder
      and shall reasonably assist MHUT to obtain the benefit of any applicable tax
      treaty.

    


    5.    PATENT
      PROSECUTION.

    


    5.1    Responsibility
      for Patent Rights.
      MHUT
      shall prepare, file, prosecute, and maintain all of the MHUT Patents. Coa and
      Shin shall have reasonable opportunities to advise MHUT and shall cooperate
      with
      MHUT in such filing, prosecution and maintenance in the Republic of
      Korea.

    


    Upon
      MHUT’s request and direction, MHI shall prepare, file, prosecute, and maintain
      in the Republic of Korea any patents, patent applications, continuations,
      continuations-in-part and divisionals having claims covering the subject matter
      of the MHUT Patents and MHUT Technology. The attorney handling the filing,
      prosecution, and maintenance of any such patent applications, etc. shall be
      notified that MHUT is the owner of all patents, patent applications,
      continuations, continuations-in-part and divisionals, that all prosecution
      shall
      be conducted in the best interests of MHUT, and that MHUT shall be copied on
      all
      correspondence.

    


    5.2    Payment
      of Expenses.
      Payment
      of all fees and costs, including attorney's fees, relating to the filing,
      prosecution and maintenance of the MHUT Patents shall be the responsibility
      of
      MHUT.

    


    5.3    Termination
      of Rights.
      Anytime
      after the execution of this Agreement, MHUT may elect, on thirty (30) days
      prior
      written notice to MHI, Coa and Shin, not to continue paying patent fees and
      costs incurred through such date of written notice, and MHUT may at its own
      discretion continue or abandon any or all of the MHUT Patents for which such
      payments have been discontinued.

     

    
      
         

      

      
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    6.    INFRINGEMENT.

    


    6.1    Notification
      of Infringement.
      Coa,
      MHI and Shin each agree to provide written notice to MHUT promptly after
      becoming aware of any infringement of the MHUT Patents or MHUT
      Technology.

    


    6.2    Right
      to Prosecute Infringements.

    


    (a)    MHI
      Right to Prosecute.
      So long
      as MHI remains the sole licensee of the MHUT Patents and MHUT Technology in
      the
      Terrritory, MHI, to the extent permitted by law, shall have the right, under
      its
      own control and at its own expense, to prosecute any third party infringement
      of
      the MHUT Patents and/or MHUT Technology in the Territory, subject to Section
      6.4. If required by law, MHUT shall permit any action under this Section 6.2
      to
      be brought in its name, including being joined as a party-plaintiff, provided
      that MHI shall hold MHUT. harmless from, and indemnify MHUT against, any costs,
      expenses, or liability that MHUT incurs in connection with such
      action.

    


    Prior
      to
      commencing any such action, MHI shall consult with MHUT and shall consider
      the
      views of MHUT regarding the advisability of the proposed action and its effect
      on the public interest. MHI shall not enter into any settlement, consent
      judgment, or other voluntary final disposition of any infringement action under
      this Section 6.2 without the prior written consent of MHUT, which will not
      be
      materially withheld or delayed.

    


    (b)    MHUT
      Right to Prosecute.
      In the
      event that MHI is unsuccessful in persuading the alleged infringer to desist
      or
      fails to have initiated an infringement action within a reasonable time after
      MHI first becomes aware of the basis for such action, MHUT shall have the right,
      at its sole discretion, to prosecute such infringement under its sole control
      and at its sole expense, and any recovery obtained shall belong to MHUT. MHUT
      will indemnify MHI for any order for costs that may be assessed against MHI
      in
      such proceedings.

    


    6.3    Declaratory
      Judgment Actions.
      In the
      event that a declaratory judgment action is brought against MHUT or MHI by
      a
      third party alleging invalidity or unenforceability of the MHUT Patents, MHUT,
      at its option, shall have the right within twenty (20) days after commencement
      of such action to take over the sole defense of the action at its own expense.
      If MHUT does not exercise this right, MHI may take over the sole defense of
      any
      such action in the Territory at MHI’s sole expense, subject to Section
      6.4.

    


    6.4    Recovery.
      Any
      recovery obtained in an action brought by MHI under Sections 6.2 or 6.3 shall
      be
      distributed as follows: (i) each party shall be reimbursed for any expenses
      incurred in the action, (ii) as to ordinary damages, MHI shall receive 100%
      of
      any award, and (iii) as to special or punitive damages (including any damages
      in
      excess of "single damages"), MHUT shall receive fifty percent (50%) and MHI
      fifty percent (50%) of any award.

    


    6.5    Cooperation.
      Each
      party agrees to cooperate in any action under this Section 6 which is controlled
      by the other party, provided that the controlling party reimburses the
      cooperating party promptly for any costs and expenses incurred by the
      cooperating party in connection with providing such assistance.

     

    
      
         

      

      
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    7.    INDEMNIFICATION
      AND INSURANCE.

    


    7.1    Indemnification.

    


    (a)    Indemnity.
      MHI
      shall indemnify, defend, and hold harmless MHUT and its directors, officers,
      employees, and agents and their respective successors, heirs and assigns (the
      "Indemnitees"), against any liability, damage, loss, or expense (including
      reasonable attorneys fees and expenses) incurred by or imposed upon any of
      the
      Indemnitees in the Republic of Korea in connection with any claims, suits,
      actions, demands or judgments arising out of any theory of liability (including
      without limitation actions in the form of tort, warranty, or strict liability
      and regardless of whether such action has any factual basis) concerning any
      product, process, or service that is made, used, sold, imported, or performed
      by
      MHI pursuant to any right or license granted under this Agreement.

    


    (b)    Procedures.
      The
      Indemnitees agree to provide MHI with prompt written notice of any claim, suit,
      action, demand, or judgment for which indemnification is sought under this
      Agreement. MHI agrees, at its own expense, to provide attorneys reasonably
      acceptable to MHUT to defend against any such claim. The Indemnitees shall
      cooperate fully with MHI in such defense and will permit MHI to conduct and
      control such defense and the disposition of such claim, suit, or action
      (including all decisions relative to litigation, appeal, and settlement);
      provided, however, that any Indemnitee shall have the right to retain its own
      counsel, at the expense of MHI, if representation of such Indemnitee by the
      counsel retained by MHI would be inappropriate because of actual or potential
      differences in the interests of such Indemnitee and any other party represented
      by such counsel. Notwithstanding the above, MHI shall not be obligated to pay
      the expenses of more than one additional counsel. MHI agrees to keep MHUT
      informed of the progress in the defense and disposition of such claim and to
      consult with MHUT with regard to any proposed settlement.

    


    7.2    Insurance.
      MHI
      shall obtain and carry in full force and effect commercial general liability
      insurance, including product liability and errors and omissions insurance which
      shall protect MHI and Indemnitees with respect to events covered by Section
      7.1(a) above. Such insurance (i) shall be issued by an insurer licensed to
      practice in the Republic of Korea or an insurer pre-approved by MHUT, such
      approval not to be unreasonably withheld, (ii) shall list MHUT as an additional
      named insured thereunder, (iii) shall be endorsed to include product liability
      coverage, and (iv) shall require thirty (30) days written notice to be given
      to
      MHUT prior to any cancellation or material change thereof. The limits of such
      insurance shall not be less than One Million Dollars ($1,000,000) per occurrence
      with an aggregate of Three Million Dollars ($3,000,000) for bodily injury
      including death; One Million Dollars ($1,000,000) per occurrence with an
      aggregate of Three Million Dollars ($3,000,000) for property damage; and One
      Million Dollars ($1,000,000) per occurrence with an aggregate of Three Million
      Dollars ($3,000,000) for errors and omissions. MHI shall provide MHUT with
      Certificates of Insurance evidencing compliance with this Section 7. MHI shall
      continue to maintain such insurance after the expiration or termination of
      this
      Agreement during any period in which MHI continues to make, use, or sell a
      product that was a product under this Agreement, and thereafter for a period
      of
      five (5) years.

     

    
      
         

      

      
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    8.    NO
      REPRESENTATIONS OR WARRANTIES

    


    8.1    EXCEPT
      AS
      MAY OTHERWISE BE EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE JOINT VENTURE
      AGREEMENT, MHUT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING
      THE MHUT PATENTS AND MHUT TECHNOLOGY, EXPRESS OR IMPLIED, INCLUDING WITHOUT
      LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
      NONINFRINGEMENT, VALIDITY OF PATENT CLAIMS, WHETHER ISSUED OR PENDING, AND
      THE
      ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. Specifically,
      and not to limit the foregoing, MHUT makes no warranty or representation (i)
      regarding the validity or scope of the MHUT Patents, (ii) that the exploitation
      of the MHUT Patents, MHUT Technology or any Product will not infringe any
      patents, copyrights or other intellectual property rights of a third party,
      and
      (iii) that a third party is not currently infringing or will not infringe the
      MHUT Patents or MHUT Technology.

    


    8.2    Except
      as
      provided in Section 7.1 (a), IN NO EVENT SHALL MHUT, COA OR MHI, OR THEIR
      DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS BE LIABLE TO THE OTHER PARTY FOR
      INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGES
      OR
      INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER SUCH PARTY SHALL
      BE
      ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE
      POSSIBILITY OF THE FOREGOING.

    


    9.    GENERAL
      COMPLIANCE WITH LAWS

    


    9.1    Export
      Control.
      With
      regard to the MHUT Patents and MHUT Technology licensed hereunder, MHI, Coa
      and
      Shin shall comply with all Republic of Korea laws and regulations controlling
      the export of certain commodities and technical data.

    


    9.2    Marking
      of Products.
      To the
      extent commercially feasible as consistent with prevailing business practices,
      MHI shall mark all products that are manufactured or sold under this Agreement
      with the number of each issued patent under the MHUT Patents that applies to
      such Product.

    


    10.    TERM

    


    This
      Agreement shall commence (the date of such commencement being herein referred
      to
      as the "Commencement Date") upon the execution of this Agreement and will
      continue in full force and effect until the expiration of the last to expire
      of
      the MHUT Patents; provided, however, that this Agreement is subject to earlier
      termination pursuant to Section 11.

    


    11.    TERMINATION.

    


    11.1    Voluntary
      Termination.
      Either
      MHI or MHUT shall have the right to terminate this Agreement, for any reason,
      (i) upon at least six (6) months prior written notice to the other party, such
      notice to state the date at least six (6) months in the future upon which
      termination is to be effective, and (ii) upon payment of all amounts due to
      the
      terminated party through such termination effective date.

     

    
      
         

      

      
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    11.2    Cessation
      of Business.
      If MHI
      ceases to carry on its business related to this Agreement due to insolvency,
      bankruptcy, assignment for the benefit of creditors, dissolution liquidation
      or
      other similar action or cause, MHUT shall have the right to terminate this
      Agreement immediately upon written notice to MHI, Coa and Shin.

    


    11.3    Termination
      for Default.

    


    (a)    Nonpayment.
      In the
      event MHI fails to pay any amounts due and payable to MHUT hereunder, and fails
      to make such payments within thirty (30) days after receiving written notice
      of
      such failure, MHUT may terminate this Agreement immediately upon written notice
      to MHI, Coa and Shin.

    


    (b)    Material
      Breach.
      In the
      event MHI, Coa or Shin commits a material breach of its obligations under this
      Agreement, the Joint Venture Agreement or any requirements contract or purchase
      order for MHI’s sale of Products to MHUT, except for breach as described in
      Section 11.3(a), and to cure that breach within thirty (30) days after receiving
      written notice thereof, MHUT may terminate this Agreement immediately upon
      written notice to MHI, Coa and Shin.

    


    11.4    Effect
      of Termination.

    


    (a)    The
      following provisions shall survive the expiration or termination of this
      Agreement: Sections 1, 4, 7, 8, 12, 13 and 14.

    


    (b)    Termination
      of this Agreement shall not release MHI from its obligation to pay MHUT any
      amounts that became due on or before the effective date of
      termination.

    


    12.    DISPUTE
      RESOLUTION.

    


    12.1    Mandatory
      Procedures.
      The
      parties agree that any dispute arising out of or relating to this Agreement
      shall be resolved solely by means of the procedures set forth in this Section
      12, and that such procedures constitute legally binding obligations that are
      an
      essential provision of this Agreement. If either party fails to observe the
      procedures of this Section 12, as may be modified by their written agreement,
      the other party may bring an action for specific performance of these procedures
      in any court of competent jurisdiction.

    


    12.2    Equitable
      Remedies.
      Although the procedures specified in this Section 12 are the sole and exclusive
      procedures for the resolution of disputes arising out of or relating to this
      Agreement, either party may seek a preliminary injunction or other provisional
      equitable relief if, in its reasonable judgment, such action is necessary to
      avoid irreparable harm to itself or to preserve its rights under this
      Agreement.

    


    12.3    Dispute
      Resolution Procedures.
      All
      disputes, disagreements or questions which might arise between the parties
      out
      of or in connection with this Agreement, which cannot be amicably settled by
      the
      parties, shall be submitted to the International Chamber of Commerce (“ICC”) for
      arbitration in accordance with the ICC Rules of Conciliation and Arbitration
      in
      effect at the time of arbitration. Arbitration shall take place in New York,
      New
      York, United States of America in the English language before a panel of three
      arbitrators. The award or decision of the arbitrators shall be final and binding
      upon the parties and shall be enforceable in any court having jurisdiction
      over
      the party against whom the award or decision was issued. 

     

    
      
         

      

      
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    12.4    Performance
      to Continue.
      Each
      party shall continue to perform its undisputed obligations under this Agreement
      pending final resolution of any dispute arising out of or relating to this
      Agreement; provided, however, that a party may suspend performance of its
      undisputed obligations during any period in which the other party fails or
      refuses to perform its undisputed obligations. Nothing in this Section 12 is
      intended to relieve MHI from its obligation to make undisputed payments pursuant
      to Section 4 of this Agreement.

    


    12.5    Statute
      of Limitations.
      The
      parties agree that all applicable statutes of limitation and time-based defenses
      (such as estoppel and laches) shall be tolled while the procedures set forth
      in
      Section 12.3(a) are pending. The parties shall cooperate in taking any actions
      necessary to achieve this result.

    


    13.    INNOVATIONS
      AND PROPRIETARY RIGHTS ASSIGNMENT 

    


    13.1    Proprietary
      Information.
      MHI,
      Coa and Shin each acknowledge that this Agreement and the Joint Venture
      Agreement create a relationship of confidence and trust by and between MHUT,
      Coa, MHI and Shin with respect to any information:

    


    (a)    Applicable
      to the business of MHI;

    


    (b)    Applicable
      to the business of MHUT; 

    


    (c)    Applicable
      to the business of Coa; and

    


    (d)    Applicable
      to the business of any client or customer of MHUT, Coa or MHI, which may be
      made
      known to or by any client or customer of MHUT, Coa or MHI, or learned by the
      other party in such context during the term of this Agreement.

    


    All
      such
      information has commercial value in the business in which the parties are
      engaged and is hereinafter called "Proprietary Information." By way of
      illustration, but not limitation, Proprietary Information includes any and
      all
      technical and non-technical information including patent, copyright, trade
      secret, and proprietary information, techniques, sketches, drawings, models,
      molds, inventions, know-how, processes, apparatus, equipment, and formulae
      related to the current, future and proposed products of MHUT or Coa, and
      includes, without limitation, respective information concerning research,
      experimental work, development, design details and specifications, engineering,
      financial information, procurement requirements, purchasing, manufacturing,
      customer lists, business forecasts, sales and merchandising and marketing plans
      and information. "Proprietary Information" also includes proprietary or
      confidential information of any third party who may disclose such information
      to
      MHI in the course of MHI's business.

     

    
      
         

      

      
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    13.2    Ownership
      and Nondisclosure of Proprietary Information.
      All
      Proprietary Information is the sole property of the disclosing party, and its
      respective assigns and customers; provided, however, that MHUT shall be the
      sole
      and exclusive owner of all patents, copyrights, molds, trade secrets and other
      rights in the Proprietary Information arising in respect of, or related to,
      the
      MHUT Patents and/or MHUT Technology. MHI, Coa and Shin each hereby assigns
      to
      MHUT all rights, title and interest it may have or acquire in the Proprietary
      Information arising in respect of, or related to, the MHUT Patents and/or MHUT
      Technology. At all times, both during the term of this Agreement and after
      termination of this Agreement, the parties will keep in confidence and trust
      all
      Proprietary Information, and will not use or disclose any Proprietary
      Information or anything directly relating to Proprietary Information without
      the
      prior written consent of the owning party, except as may be necessary in the
      ordinary course of performing duties pursuant to the terms of this
      Agreement.

    


    13.3    Ownership
      and Return of Materials.
      All
      materials (including, without limitation, documents, drawings, apparatus,
      sketches, designs, lists, and all other tangible media of expression) relating
      to the MHUT Patents, MHUT Technology and/or Products furnished to MHI, Coa
      and
      Shin by MHUT shall remain the property of MHUT. Upon termination of this
      Agreement, or at any time on the request of MHUT before termination, MHI, Coa
      and Shin will promptly (but no later than five (5) days after the earlier of
      such termination or MHUT’s request) destroy or deliver to MHUT, at MHUT’s
      option, (a) all such materials furnished to MHI by MHUT, (b) all tangible media
      of expression which are in MHI’s, Coa’s or Shin’s possession and which
      incorporate any Proprietary Information of MHUT or otherwise relate to MHUT’s
      business, and (c) written certification of MHI’s, Coa’s or Shin’s compliance
      with their obligations under this sentence.

    


    13.4    Innovations.
      As used
      in this Agreement, the term "Innovations" means all processes, machines,
      manufactures, compositions of matter, improvements, inventions (whether or
      not
      protectable under patent laws), works of authorship, information fixed in any
      tangible medium of expression (whether or not protectable under copyright laws),
      moral rights, molds, trademarks, trade names, trade dress, trade secrets,
      know-how, ideas (whether or not protectable under trade secret laws), and all
      other subject matter protectable under patent, copyright, moral right, mask
      work, trademark, trade secret or other intellectual property laws, and includes
      without limitation all new or useful art, combinations, discoveries, formulae,
      manufacturing techniques, technical developments, discoveries, artwork,
      software, and designs. “Innovations” includes “Inventions,” which is defined to
      mean any inventions protected under patent laws.

    


    13.4.1    Disclosure
      of Prior Innovations.
      Identified on Exhibit A attached hereto are all Innovations, applicable to
      the
      business of Coa or Shin or relating in any way to the business of Coa or Shin
      or
      demonstrably anticipated research and development, which were conceived, reduced
      to practice, created, derived, developed, or made by Coa or Shin prior to MHUT
      entering in the Joint Venture Agreement in 2000 (collectively, the "Prior
      Innovations"). Coa and Shin represents that such list is complete and that
      it
      has no rights in any such Innovations other than those Prior Innovations
      specified in Exhibit A.

    


    13.4.2    Assignment
      of Innovations; License of Prior Innovations.
      MHI,
      Coa and Shin hereby agree promptly to disclose and describe to MHUT; and MHI,
      Coa and Shin hereby do and will assign to MHUT or its designee the entire right,
      title, and interest in and to, (a) each of the Innovations (including
      Inventions), and any associated intellectual property rights, which MHI, Coa
      or
      Shin may solely or jointly conceive, reduce to practice, create, derive, develop
      or make before or during the term of this Agreement, which relate, at the time
      of conception, reduction to practice, creation, derivation, development, or
      making of such Innovation, to the MHUT Patents, MHUT Technology, the Products
      or
      MHUT’s business or actual or demonstrably anticipated research or development
      relating thereto, and (b) each of the Innovations which is not an Invention
      (as
      demonstrated by evidence meeting the clear and convincing standard of proof),
      and any associated intellectual property rights, which MHI, Coa or Shin may
      solely or jointly conceive, develop, reduce to practice, create, derive,
      develop, or make before or during the term of this Agreement, which are
      applicable to the MHUT Patents, MHUT Technology, the Products or MHUT’s business
      (collectively, the Innovations identified in clauses (a) and (b) are hereinafter
      the "MHUT Innovations"). To the extent any of the rights, title and interest
      in
      and to MHUT Innovations cannot be assigned by Coa, MHI and/or Shin, each of
      MHI,
      Coa and Shin hereby grant to MHUT an exclusive, royalty-free, transferable,
      irrevocable, worldwide license (with rights to sublicense through multiple
      tiers
      of sublicensees) to practice such non-assignable rights, title and interest.
      To
      the extent any of the rights, title and interest in and to MHUT Innovations
      can
      be neither assigned nor licensed by Coa, MHI and/or Shin, each of MHI, Coa
      and
      Shin hereby irrevocably waive and agree never to assert such non-assignable
      and
      non-licensable rights, title and interest against MHUT or any of MHUT’s
      successors in interest to such non-assignable and non-licensable rights. Coa,
      MHI and Shin each hereby grant to MHUT or its designees a royalty free,
      irrevocable, worldwide license (with rights to sublicense through multiple
      tiers
      of sublicensees) to practice all applicable patent, copyright, moral right,
      mask
      work, trade secret and other intellectual property rights relating to any Prior
      Innovations which MHI incorporates, or permit to be incorporated, in the
      Products and any MHUT Innovations.

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

    


    13.4.3    Future
      Innovations.
      Coa,
      MHI and Shin each recognize that Innovations or Proprietary Information relating
      in any way to MHUT Patents, MHUT Technology and/or MHI activities under this
      Agreement and conceived, reduced to practice, created, derived, developed,
      or
      made by MHI, Coa and/or Shin, alone or with others, within twelve (12) months
      after termination of this Agreement shall be deemed to have been conceived,
      reduced to practice, created, derived, developed, or made, as applicable, in
      significant part based upon MHUT Proprietary Information and MHUT Innovations.
      Accordingly, MHI, Coa and/or Shin agree that such Innovations and Proprietary
      Information shall be presumed to have been conceived, reduced to practice,
      created, derived, developed, or made, as applicable, during the term of this
      Agreement and are to be promptly assigned to MHUT unless and until MHI, Coa
      and/or Shin have established the contrary by written evidence satisfying the
      clear and convincing standard of proof.

    


    13.4.4    Cooperation
      in Perfecting Rights to Proprietary Information and Innovations.

    


    (a)    MHI,
      Coa
      and/or Shin agree to perform, during and after the term of this Agreement,
      all
      acts deemed necessary or desirable by MHUT to permit and assist MHUT, at its
      expense, in obtaining and enforcing the full benefits, enjoyment, rights and
      title throughout the world in the Proprietary Information and MHUT Innovations
      assigned or licensed to, or whose rights are irrevocably waived and shall not
      be
      asserted against, MHUT under this Agreement. Such acts may include, but are
      not
      limited to, execution of documents and assistance or cooperation (i) in the
      filing, prosecution, registration, and memorialization of assignment of any
      applicable patents, copyrights, mask work, or other applications, (ii) in the
      enforcement of any applicable patents, copyrights, mask work, moral rights,
      trade secrets, or other proprietary rights, and (iii) in other legal proceedings
      related to the Proprietary Information or MHUT Innovations.

    


    (b)    In
      the
      event that MHUT is unable for any reason to secure execution by MHI, Coa and/or
      Shin of any document required to file, prosecute, register, or memorialize
      the
      assignment of any patent, copyright, mask work or other applications or to
      enforce any patent, copyright, mask work, moral right, trade secret or other
      proprietary right under any MHUT Proprietary Information (including improvements
      thereof) or any MHUT Innovations (including derivative works, improvements,
      renewals, extensions, continuations, divisionals, continuations in part,
      continuing patent applications, reissues, and reexaminations thereof), Coa,
      MHI
      and Shin each hereby irrevocably designate and appoint MHUT’s duly authorized
      officers and agents as its agents and attorneys-in-fact to act for and on its
      behalf (i) to execute, file, prosecute, register and memorialize the assignment
      of any such application, (ii) to execute and file any documentation required
      for
      such enforcement, and (iii) to do all other lawfully permitted acts to further
      the filing, prosecution, registration, memorialization of assignment, issuance,
      and enforcement of patents, copyrights, molds, moral rights, trade secrets
      or
      other rights under the Proprietary Information, or MHUT Innovations, all with
      the same legal force and effect as if executed by MHI, Coa or Shin, as the
      case
      may be.

    


    (c)    MHUT
      agrees to designate Shin as the Inventor in any patent application for any
      MHUT
      Invention invented solely by Shin, MHI or Coa.

    


    13.5    No
      Violation of Rights of Third Parties.
      Performance of all the terms of this Agreement by Coa, MHI and Shin does not
      and
      will not breach any agreement to keep in confidence proprietary information,
      knowledge or data acquired by Coa or Shin prior to organization of MHI, and
      neither Coa nor MHI nor Shin will disclose to MHUT, or induce MHUT to use,
      any
      confidential or proprietary information or material belonging to any other
      party. Neither Coa nor MHI nor Shin is a party to any other agreement which
      will
      interfere with their respective full compliance with this Agreement. Coa, MHI
      and Shin each agree not to enter into any agreement, whether written or oral,
      in
      conflict with the provisions of this Agreement.

    


    13.6    Covenant
      Not to Compete.
      During
      the term of this Agreement, and for a period of one (1) year following the
      termination of this Agreement for any reason, in any country in which MHUT
      does
      more than nominal business, Coa, MHI and Shin each agree not engage, directly
      or
      indirectly, in the development or sale of products that compete against MHUT’s
      Products in any country in which MHUT does business. Coa, MHI and Shin further
      agree not to develop or assist others in developing products with the same
      or
      similar functionality to the Products developed or under development by MHUT
      prior to and during the term of this Agreement. Coa, MHI and Shin each further
      acknowledge and agree to the reasonableness of this covenant not to compete
      and
      the reasonableness of the geographic area and duration of time which are a
      part
      of said covenant.

     

    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

    


    13.7    No
      Solicitation.
      During
      the term of this Agreement and for a period of one (1) year thereafter, Coa
      and
      Shin will not solicit, encourage, or cause others to solicit or encourage any
      employees of MHUT to terminate their employment with MHUT. 

    


    13.8    Employee
      Agreements.
      Coa,
      MHI and Shin shall cause each of their respective officers, directors,
      employees, consultants and agents to enter into an agreement or contract by
      which such officer, director, employee, consultant or agent agrees to make
      such
      assignments of Innovations or Inventions as are reasonably necessary to assure
      that the provisions of this Section 13 of this Agreement are enforceable against
      such officer, director, employee, consultant or agent in favor of
      MHUT.

    


    13.9    Sublicense
      of Innovations.
      In the
      event MHUT sublicenses to any third party (i) any patented MHUT Innovation
      solely invented by Shin, MHI or Coa, or (ii) any MHUT Innovation solely invented
      by Shin, MHI or Coa that later becomes patented by MHUT, then MHUT shall pay
      to
      MHI reasonable compensation to be agreed upon by MHUT and MHI after negotiation
      made in good faith.

    


    14.    MISCELLANEOUS

    


    14.1    Notice.
      Any
      notices required or permitted under this Agreement shall be in writing, shall
      specifically refer to this Agreement, and shall be sent by hand, recognized
      national overnight courier, confirmed facsimile transmission, confirmed
      electronic mail, or registered or certified mail, postage prepaid, return
      receipt requested, to the following addresses or facsimile numbers of the
      parties:

    


    
      	If
              to Coa:	
              Coa
                International Ind, Inc.

            


      	 	2nd
              Floor, Oyang Building


      	 	33-7
              Changchung-Dong 1Ga


      	 	Chung-Ku
              Seoul


      	 	Korea
              Attention:
                Representative Director

              Telephone:

              Facsimile:

            


    

     

    



    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    


    
      	If
              to MHI:	
              Medi-Hut
                Int’l (Mfg.) Co., Ltd.

            


      	 	4-1
              Godeung-Ri, Sojung-Myun
              Yeonki-Kun

            


      	 	 


      	 	Chunchungnam-Do,
              Korea
              Attention:
                Representative Director

              Telephone:
                82-41-862-6996

              Facsimile:
                82-41-862-5700

            


      	 	 


      	If to Shin:	Mr.
              Young-Kil Shin
              2nd
                Fl. Oyang B/D

              33-7
                Changchung-Dong 1-Ga

              Chung-Ku,
                Korea

              Telephone:
                82-22-2277-3799

              Facsimile:
                82-22-2227-7379

            


      	 	 


      	If to MHUT:	Medi-Hut
              Co., Inc.
              1345
                Campus Parkway

              Wall
                Township, New Jersey 07753

              United
                States of America

              Attention:
                President

              Telephone:
                1-732-919-2799

              Facsimile:
                1-732-919-2798

            


      	 	 


      	With a copy to:	Reitler
              Brown LLC
              800
                Third Avenue

              21st
                Floor

              New
                York, New York 10022-7604

              United
                States of America

              Attention:
                Scott Rosenblatt, Esq.

              Telephone:
                1-212-209-3050

              Facsimile:
                1-212-371-5500

            


      	 	 


      	And with a copy
              to:	Kim,
              Chang & Lee
              171
                Wonseo-Dong

              Chongro-Ku

              Seoul,
                Korea

              Attention:
                Moon Han, Esq.

              Telephone:
                82-2-397-9800

              Facsimile:
                82-2-725-8727

            


    

     

    All
      notices under this Agreement shall be deemed effective upon receipt. A party
      may
      change its contact information immediately upon written notice to the other
      party in the manner provided in this Section.

    


    14.2    Governing
      Law.
      This
      Agreement and all disputes arising out of or related to this Agreement, or
      the
      performance, enforcement, breach or termination hereof, and any remedies
      relating thereto, shall be construed, governed, interpreted and applied in
      accordance with the Federal laws of the United States of America and the laws
      of
      the State of New Jersey, without regard to conflict of laws principles, except
      that questions affecting the construction and effect of any patent shall be
      determined by the law of the country in which the patent shall have been
      granted.

     

    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    

    


    14.3    Force
      Majeure.
      A party
      will not be responsible for delays resulting from causes beyond the reasonable
      control of such party, including without limitation fire, explosion, terrorism,
      quarantine, flood, war, strike, or riot, provided that the nonperforming party
      uses commercially reasonable efforts to avoid or remove such causes of
      nonperformance and continues performance under this Agreement with reasonable
      dispatch whenever such causes are removed.

    


    14.4    Amendment
      and Waiver.
      This
      Agreement may be amended, supplemented, or otherwise modified only by means
      of a
      written instrument signed by all of the parties. Any waiver of any rights or
      failure to act in a specific instance shall relate only to such instance and
      shall not be, construed as an agreement to waive any rights or fail to act
      in
      any other instance, whether or not similar.

    


    14.5    Severability.
      In the
      event that any provision of this Agreement shall be held invalid or
      unenforceable for any reason, such invalidity or unenforceability shall not
      affect any other provision of this Agreement, and the parties shall negotiate
      in
      good faith to modify the Agreement to preserve (to the extent possible) their
      original intent. If the parties fail to reach a modified agreement within thirty
      (30) days after the relevant provision is held invalid or unenforceable, then
      the dispute shall be resolved in accordance with the procedures set forth in
      Section 12. While the dispute is pending resolution, this Agreement shall be
      construed as if such provision were deleted by agreement of the
      parties.

    


    14.6    Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their respective permitted successors and assigns.

    


    14.7    Headings.
      All
      headings are for convenience only and shall not affect the meaning of any
      provision of this Agreement.

    


    14.8    Entire
      Agreement.
      This
      Agreement constitutes the entire agreement between the parties with respect
      to
      its subject matter and supersedes all prior agreements or understandings between
      the parties relating to its subject matter.

    


    14.9    Independent
      Contractors.
      The
      relationship of the parties hereto is that of independent contractors. The
      parties hereto are not deemed to be agents, partners or joint venturers of
      the
      others for any purpose as a result of this Agreement or the transactions
      contemplated hereby.

    


    14.10    Assignment.
      MHI may
      not assign this Agreement or its rights hereunder. Neither MHUT nor Coa nor
      Shin
      may assign this Agreement without the prior written consent of the other
      parties, except that MHUT or Coa may assign this Agreement without such consent
      to an entity that acquires all or substantially all of the business or assets
      of
      such party pertaining to the subject matter hereof, whether by merger,
      reorganization, acquisition, sale or otherwise. Any other attempted assignment
      of this Agreement will be void. Subject to the foregoing, this Agreement will
      be
      binding upon and inure to the benefit of the parties and their successors,
      heirs
      and assigns.

     

    
      
         

      

      
        -14-

        
          

        

      

      
         

      

    

    


    14.11    Partial
      Invalidity.
      If any
      provision of this Agreement is held to be invalid by a court of competent
      jurisdiction, then the remaining provisions will remain, nevertheless, in full
      force and effect. The parties agree to renegotiate in good faith any provision
      held invalid and to be bound by the mutually agreed substitute provision in
      order to give the most approximate effect originally intended by the
      parties.

    


    14.12    English
      Text.
      The
      English language version of this Agreement shall be the official version. Any
      translation into Korean or any other language shall be unofficial and only
      the
      English language version shall be binding on the parties.

    


    14.13    Waiver.
      It is
      agreed that no waiver by any party of any breach or default of any of the
      covenants or agreements herein set forth will be deemed a waiver as to any
      subsequent and/or similar breach or default.

    


    14.14    Counterparts.
      This
      Agreement may be executed in counterparts, each of which will be deemed an
      original and which together will constitute one instrument.

    


    Signatures
      on the following page

    



    
      
         

      

      
        -15-

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the undersigned have executed this Agreement on the date first
      above written.

    


    MEDI-HUT
      CO, INC.

    


    


    By:  
      /s/
      David
      R. LaVance

      
        

      

    

    Name:  
      David R. LaVance

    Title:   
       President

    


     

    COA
      INTERNATIONAL IND INC.

    


    


    By:  
      /s/
      Young-Kil Shin

    
      
        

      

    

    Name:  
      Young-Kil Shin

    Title:     
      President

    


    


    MEDI
      HUT
      INTERNATIONAL (MFG.) CO, LTD.

    


    


    By:
      /s/
      Young-Kil Shin

    
      
        

      

    

    Name:  
      Young-Kil Shin 

    Title:     President

    


    


    YOUNG-KIL
      SHIN

     

     

    By:
      /s/
      Young-Kil Shin

    
      
        

      

    

    Individually

     


    
      
         

      

      
        -16-

        
          

        

      

      
         

      

    


    Exhibit
      A

    


     

    Prior
      Innovations

     

    


    
None

     

    


    
      
         

      

        -17-