Unassociated Document


    LICENSE
      AGREEMENT

     

    This
      Agreement is between The Johns Hopkins University, a corporation of the State
      of
      Maryland, acting through its Applied Physics Laboratory having a place of
      business at 11100 Johns Hopkins Road, Laurel, MD 20723-6099 (hereinafter
“JHU/APL”) and MIPSolutions, Inc., a Nevada corporation, having a place of
      business at 1117 Desert Lane, Suite 1592, Las Vegas, NV 89102 (hereinafter
      “COMPANY”). 

     

    RECITALS

    


    JHU/APL,
      by virtue of its role as a government contractor and educational institution,
      carries out scientific and applied research and development through its staff
      and is committed to licensing JHU/APL INTELLECTUAL PROPERTY (hereinafter
      defined) in a manner that will benefit the public by bringing the results of
      that research and development into widespread use through the distribution
      of
      useful products and the utilization of new processes, but is without capacity
      to
      commercially develop, manufacture, and distribute any such product or processes
      itself.

    


    During
      the course of internal research and development and research and development
      sponsored by the United States Government, JHU/APL has developed certain
      valuable inventions, copyrighted matter, proprietary technical information,
      know-how, show-how and/or trade secrets comprising the JHU/APL INTELLECTUAL
      PROPERTY.

    


    The
      Johns
      Hopkins University through JHU/APL has acquired or is entitled to acquire
      through assignment or otherwise all right, title and interest, with the
      exception of certain retained rights by the United States Government, in said
      valuable inventions, copyrighted matter, proprietary technical information,
      know-how, show-how and/or trade secrets.

     

    
      
        
        

      

      
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    COMPANY
      desires to enter into a license agreement in order to commercially develop,
      manufacture, use and distribute products and processes embodying the JHU/APL
      INTELLECTUAL PROPERTY throughout the world. 

    


    NOW,
      THEREFORE, in consideration of the foregoing premises and the following mutual
      covenants, and other good and valuable consideration, the receipt of which
      is
      hereby acknowledged, and intending to be legally bound hereby, the parties
      agree
      as follows:

    


    ARTICLE
      1 - DEFINITIONS

    


    1.1 “AFFILIATED
      COMPANY” or “AFFILIATED COMPANIES” shall mean any corporation, company,
      partnership, joint venture or other entity which controls, is controlled by
      or
      is under common control with COMPANY. For purposes of this paragraph 1.1,
      control shall mean the direct or indirect ownership of at least fifty percent
      (50%) of the voting stock or other similar voting rights. 

    


    1.2 “COMPANY
      IMPROVEMENT(S)” shall mean any inventions, copyrighted matter, technical
      information, know-how, show-how or trade secrets made by a COMPANY employee
      relating to the CORE TECHNOLOGY.

    


    1.3 “CORE
      TECHNOLOGY” shall mean the various apparatus and methods as described in the
      JHU/APL INTELLECTUAL PROPERTY.

    


    1.4 “EFFECTIVE
      DATE” of this License Agreement shall mean the date the last party hereto has
      executed this Agreement. 

     

    1.5 “EXCLUSIVE
      LICENSE” shall mean a grant by JHU/APL to COMPANY and any AFFILIATED COMPANIES
      of its entire right and interest in the JHU/APL INTELLECTUAL PROPERTY, subject
      to rights retained by the United States Government in accordance with P.L.
      96-517, as amended by P.L. 98-620, and with the provisions of the U.S.
      Government contracts under which the JHU/APL INTELLECTUAL PROPERTY was
      developed, and further subject to the retained right of JHU/APL to make, have
      made, provide, use, copy, modify, distribute and practice LICENSED PRODUCT(S)
      and LICENSED SERVICE(S) for its non-profit purposes in connection with its
      research, education and public service missions including the provision of
      research and development services for federal, state and local governments
      subject to section 4.1 of this Agreement. 

     

    
      
        
        

      

      
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    1.6 “JHU/APL
      IMPROVEMENT(S)” shall mean improvements in CORE TECHNOLOGY comprising any
      inventions, copyrighted matter, technical information, know-how, show-how and/
      or trade secrets comprising JHU/APL PATENT RIGHTS (hereinafter defined) and
      JHU/APL UNPATENTED INTELLECTUAL PROPERTY (hereinafter defined) that result
      from
      the R&D AGREEMENTS (hereinafter defined) whether funded by COMPANY or a
      third party including the United States Government and made either solely by
      a
      JHU/APL employee or jointly by a JHU/APL employee and a COMPANY employee in
      the
      LICENSED FIELD (hereinafter defined) .

    


    1.7 “JHU/APL
      INTELLECTUAL PROPERTY” shall mean, individually and collectively, JHU/APL PATENT
      RIGHTS and JHU/APL UNPATENTED INTELLECTUAL PROPERTY.

    


    1.8 “JHU/APL
      PATENT RIGHTS” shall mean:

    


    a. 
      Previously issued patents and filed patent and provisional application(s) and
      received invention disclosures listed in Appendix A, any future filed U.S.
      patent application(s) relating to invention disclosures listed in Appendix
      A,
      and the inventions disclosed and claimed therein and patents issuing thereon,
      and all continuations, divisions, reexaminations, and reissues based thereon,
      and any corresponding foreign patent applications, and any patents, patents
      of
      addition, or other equivalent foreign patent rights issuing, granted or
      registered thereon; and

    


    b.  Any
      additional U.S. patent applications filed on behalf of JHU/APL (whether invented
      solely by JHU/APL or jointly by JHU/APL and COMPANY) and directed to patentable
      features that may be contained within the JHU/APL UNPATENTED INTELLECTUAL
      PROPERTY (including JHU/APL IMPROVEMENT(S) as provided in and subject to the
      conditions of section 2.3 of this Agreement). 

     

    
      
        
        

      

      
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    1.9
      “JHU/APL UNPATENTED INTELLECTUAL PROPERTY” shall mean and include: JHU/APL’s
      copyrighted matter, proprietary technical information, know-how, show-how and/or
      trade secrets associated with CORE TECHNOLOGY including all schematics,
      drawings, test and operating software (including source, object, and firmware),
      engineering analyses, reliability analyses, special manufacturing processes,
      and
      quality assurance plans and procedures, and any other required technical
      information or documentation developed by JHU/APL. The above includes, but
      is
      not limited to, what is: 

    


    a. existing
      as of the EFFECTIVE DATE and delivered to COMPANY prior to the EFFECTIVE DATE,
      or under this Agreement; and

    


    b. disclosed
      in the invention disclosure(s) and in patent application(s) listed in Appendix
      A
      and included in the JHU/APL PATENT RIGHTS; and

    


    c. representing
      and included in JHU/APL IMPROVEMENT(S) as provided in and subject to the
      conditions of section 2.3 of this Agreement.

    


    1.10
       “LICENSED
      FIELD” shall mean drinking water safety, wastewater treatment, and water-based
      mining operations using filtration, treatment, reclamation and extraction
      processes; all other fields of use are specifically excluded.

    


    1.11 “LICENSED
      PRODUCT(S)” shall mean any device or other product: 

    


    a. 
      the
      manufacture, use or sale of which would constitute, but for the license granted
      to COMPANY pursuant to this Agreement, an infringement of a claim of JHU/APL
      PATENT RIGHTS (infringement shall include, but is not limited to, direct,
      contributory, or inducement to infringe); or 

     

    
      
        
        

      

      
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    b. embodying,
      was made using, is derived primarily from or based substantially on JHU/APL
      UNPATENTED INTELLECTUAL PROPERTY. 

    


    1.12 “LICENSED
      SERVICE(S)” shall mean any process or method performed on behalf of a third
      party or used in the manufacture or use of a product: 

    


    a. the
      practice of which would constitute, but for the license granted to COMPANY
      pursuant to this Agreement, an infringement of a claim of JHU/APL PATENT RIGHTS
      (infringement shall include, but is not limited to, direct, contributory, or
      inducement to infringe); or 

    


    b. the
      practice of which uses, is derived primarily from or based substantially on
      the
      JHU/APL UNPATENTED INTELLECTUAL PROPERTY.

    


    1.13 “NET
      SALES”, subject to section 6.8 below, shall mean gross revenues of any nature
      including, but not limited to, sales and licensing fees, maintenance and service
      fees, access payments and other amounts billed by COMPANY, AFFILIATED COMPANIES,
      and COMPANY’S sublicensees from the sale, lease or other disposal of LICENSED
      PRODUCT(S) or the practice or performance of LICENSED SERVICE(S)
      less

     

    a. credits
      (including credit card charge-backs) or allowances, refunds or discounts, if
      any, actually granted on account of price adjustments, recalls, rejection or
      return of items previously sold, leased or otherwise disposed of;

    


    b. excises,
      sales taxes, value added taxes, consumption taxes, duties, or other taxes
      imposed upon and paid with respect to such sales (excluding income or franchise
      taxes of any kind); and

    


    c. separately
      itemized insurance and transportation costs incurred in shipping the LICENSED
      PRODUCT(S).

     

    
      
        
        

      

      
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    1.14 “R&D
      AGREEMENTS” shall mean agreements relating to sponsored research, facility use
      and/or technical assistance negotiated or to be negotiated between JHU/APL
      and
      COMPANY pertaining to research and development directed to the CORE TECHNOLOGY,
      whether funded by JHU/APL, COMPANY or a third party including the United States
      Government.

    


    1.15 ”SUBLICENSE
      REVENUES” shall mean consideration of any kind for sublicensee sales of LICENSED
      PRODUCT(S) or LICENSED SERVICE(S), including but not limited to cash, equity,
      and other consideration, whether in the form of up front fees or milestone
      fees,
      and including any premium paid by the sublicensee over Fair Market Value for
      stock of COMPANY, received by COMPANY from a sublicensee in consideration for
      a
      sublicense to JHU/APL INTELLECTUAL PROPERTY granted by COMPANY; however, not
      included in SUBLICENSE REVENUES are amounts paid to COMPANY by the sublicensee
      for product development and research work performed by COMPANY, or third parties
      on its behalf. The term “Fair Market Value” as used in this paragraph shall mean
      the average price at which the stock in question is publicly trading for sixty
      (60) days prior to the announcement of its purchase by the sublicensee or if
      the
      stock is not publicly traded, the value of such stock as determined by the
      most
      recent private financing of COMPANY or if no private financing has occurred,
      then as reasonably determined by COMPANY’s accountants. 

    


    1.16 “TERRITORY”
      shall mean the world.

    


    ARTICLE
      2 - GRANTS

    


    2.1 Subject
      to the terms and conditions of this Agreement, JHU/APL hereby grants to COMPANY
      an EXCLUSIVE LICENSE to make, use, sell, offer to sell, import, copy, modify,
      distribute, publicly display and perform, and to provide and practice the
      LICENSED PRODUCT(S) and LICENSED SERVICE(S) in the TERRITORY under the JHU/APL
      INTELLECTUAL PROPERTY in the LICENSED FIELD. 

     

    
      
        
        

      

      
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    2.2 COMPANY
      may sublicense others under this Agreement and amend existing sublicenses
      provided that the terms of such sublicense shall be no less favorable to COMPANY
      than this Agreement is to JHU/APL and no broader in scope and no less
      restrictive on the sublicensee than this Agreement is on COMPANY and are
      otherwise consistent with the terms of this Agreement and include provisions
      for
      the payment of JHU/APL’s royalties, indemnification of JHU/APL and the flow down
      of the limited warranties contained herein, and further provided that COMPANY
      provides a copy of each such sublicense agreement and amendment to an existing
      sublicense agreement to JHU/APL within five (5) business days after its
      execution. Any sublicense agreement and amendment to an existing sublicense
      agreement either not consistent with the terms of this Agreement or not
      containing royalty, indemnification and warranty provisions as set forth above,
      must be submitted to JHU/APL prior to its execution for review and approval,
      such approval not to be unreasonably withheld, and COMPANY shall provide at
      least ten (10) business days for JHU/APL’s review.

    


    2.3 Subject
      to the terms of funding agreements with third parties, all JHU/APL
      IMPROVEMENT(S) shall be licensed to COMPANY under this Agreement.

    


    2.4  COMPANY
      hereby grants to JHU/APL a nonexclusive, paid up, nontransferable, worldwide
      license to make, have made, use, copy, modify, distribute and practice products
      and processes under all COMPANY owned intellectual property in COMPANY
      IMPROVEMENT(S), such license only for JHU/APL’s non-profit purposes in
      connection with its research, education and public service missions including
      the provision of research and development services for federal, state and local
      governments.

     

    ARTICLE_3
      - DELIVERABLES

    


    3.1 Subject
      to United States export laws and regulations, JHU/APL shall use reasonable
      efforts to deliver to COMPANY those deliverables in existence as of the
      EFFECTIVE DATE directly related to the JHU/APL INTELLECTUAL PROPERTY that were
      not delivered to COMPANY prior to the EFFECTIVE DATE.

     

    
      
        
        

      

      
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    ARTICLE
      4 - RELATED CONTRACTS

    


    4.1 COMPANY
      shall negotiate an R&D AGREEMENT in the form of JHU/APL’s standard task
      order contract for funding to be paid to JHU/APL in the minimum amounts and
      for
      the period set forth in section 6.2e below. The first task shall be a project
      related to arsenic and shall begin no later than ninety days after the EFFECTIVE
      DATE. COMPANY’s R&D payments under the R&D AGREEMENTS may be greater
      than shown.

    


    4.2  COMPANY
      understands and agrees that JHU/APL has a technical direction agent relationship
      with the United States Government which requires that JHU/APL avoid any work
      under any contract or agreement that would jeopardize its or its employees’
ability to act for the United States Government as an impartial or neutral
      evaluator. Therefore, JHU/APL shall at all times under this Agreement retain
      the
      right to refuse to accept any subcontract or other agreement to perform any
      work
      under any such subcontract or other agreement between JHU/APL and COMPANY which
      in JHU/APL’s sole discretion would create an actual or perceived organizational
      or individual conflict of interest.

    


    ARTICLE
      5 - PATENT INFRINGEMENT

    


    5.1 Each
      party will notify the other promptly in writing when any infringement by another
      is uncovered or suspected. 

    


    5.2 COMPANY
      shall have the first right to enforce any patent or copyright within JHU/APL
      INTELLECTUAL PROPERTY against any infringement or alleged infringement thereof,
      and shall at all times keep JHU/APL informed as to the status thereof. COMPANY
      may, in its sole judgment and at its own expense, institute suit against any
      such infringer or alleged infringer and control, settle, and defend such suit
      in
      a manner consistent with the terms and provisions hereof and recover, for its
      account, any damages, awards or settlements resulting therefrom, subject to
      section 5.4. This right to sue for infringement shall not be used in an
      arbitrary or capricious manner. JHU/APL shall reasonably cooperate in any such
      litigation at COMPANY’s expense. 

     

    
      
        
        

      

      
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    5.3 If
      COMPANY elects not to enforce any patent within the JHU/APL INTELLECTUAL
      PROPERTY, then it shall so notify JHU/APL in writing within six (6) months
      of
      receiving notice that an infringement exists, and JHU/APL may, in its sole
      judgment and at its own expense, take steps to enforce any patent or copyright
      and control, settle, and defend such suit in a manner consistent with the terms
      and provisions hereof, and recover, for its own account, any damages, awards
      or
      settlements resulting therefrom.

    


    5.4 Any
      recovery by COMPANY under section 5.2 shall be deemed to reflect loss of
      commercial sales, and COMPANY shall pay to JHU/APL out of such recovery the
      royalties it would have otherwise received in light of the infringing sales
      net
      of all reasonable costs and expenses associated with each suit or settlement.
      If
      the cost and expenses exceed the recovery, then one-half (1/2) of the excess
      shall be credited against royalties payable by COMPANY to JHU/APL hereunder
      in
      connection with sales in the country of such legal proceedings, provided,
      however, that any such credit under this section 5.4 shall not exceed fifty
      percent (50%) of the royalties otherwise payable to JHU/APL with regard to
      sales
      in the country of such action in any one calendar year, with any excess credit
      being carried forward to future calendar years.

    


    ARTICLE
      6 - PAYMENTS, ROYALTY AND RESEARCH AND DEVELOPMENT SUPPORT

    


    6.1 Reimbursement
      of costs and expenses: COMPANY shall be required to reimburse JHU/APL for all
      future costs of preparing, filing, prosecuting and maintaining JHU/APL PATENT
      RIGHTS as set forth in the schedule in section 7.1 of this Agreement.


    


    6.2  COMPANY
      shall pay to JHU/APL a License Execution Fee as set forth in this section 6.2
      that shall not be refundable in any part and shall not be credited against
      royalties or other fees, payable as follows:

    


    a.
      $45,000 in cash payable as follows:

    


    (1)
      $10,000 due no later than 10 business days after the EFFECTIVE
      DATE;

     

    
      
        
        

      

      
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              (2)
                $35,000 due no later than 10 business days after the date that the
                COMPANY
                receives a cumulative of $250,000 in investments from third parties,
                or on
                March 1st,
                2006, whichever occurs earlier, provided the EFFECTIVE DATE is no
                later
                than December 31st, 2005,
                but in no event shall this payment be made later than March 30th,
                2006; the parties agree that $10,000 of this payment will be credited
                to
                past patent costs associated with US Patent No.
                6,780,323;

            


    

    


    b.
      10% of
      the total equity in the COMPANY but no less than 450,000 shares due no later
      than 10 business days after the EFFECTIVE DATE. JHU/APL will be awarded
      simultaneous, full and equal anti-dilution privileges as awarded to founders
      and
      investors for one year or until a cumulative of $2,000,000 is raised by COMPANY,
      whichever occurs first; but
      in no
      event shall JHU/APL’s equity ownership be less than 1% of the COMPANY for 3
      years from the EFFECTIVE DATE or until a cumulative of $10,000,000 is raised
      by
      COMPANY, whichever occurs first; 

    


    c.
      $50,000 in cash due no later than 10 business days after the date that COMPANY
      receives a cumulative of $500,000 in investments from third parties and achieves
      proof of prototype efficacy in the task set forth in section 4.1 above but,
      in
      any event, no later than 6 months after COMPANY achieves a total of $500,000
      in
      investments. $10,000 of this payment will be credited to past patent costs
      associated with US Patent No. 6,780,323;

    


    d.
      $1,050,000 in cash for sales milestones due no later than 30 days after the
      COMPANY receives payment in full for the sale which triggers the milestone
      payment to JHU/APL. These milestone payments will be payable as
      follows:

    


    (1)
      $
      50,000 due when annual NET SALES reach $ 2,000,000

     

    (2)
      $
      100,000 due when annual NET SALES reach $ 5,000,000

     

    (3)
      $
      150,000 due when annual NET SALES reach $10,000,000

     

    (4)
      $
      250,000 due when annual NET SALES reach $20,000,000

     

    (5)
      $
      500,000 due when annual NET SALES reach $50,000,000

     

    
      
        
        

      

      
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    e.
      $400,000 Minimum R&D Commitments (includes subcontracts) as
      follows:

     

    As
      set
      forth in section 4.1 above, COMPANY will contract with JHU/APL with the initial
      funding being no less than $175,000; provided that this is the first project
      of
      a four (4) year program to be funded at a minimum of $400,000 total over the
      four (4) years. For any and each subsequent year after the first anniversary
      of
      the EFFECTIVE DATE during which COMPANY does not pay a minimum of $50,000
      towards research projects at JHU/APL, COMPANY shall pay JHU/APL, as a buyout
      provision, a cash payment of $18,750 which represents the 25% credit towards
      the
      $400,000 Minimum R & D commitment for research dollars spent at JHU/APL.
      These buyout cash payments will be paid at the conclusion of the year that
      is
      partially or not funded by COMPANY but the total of these buyout cash payments
      will in no event exceed a total of $56,250.

     

    6.3 COMPANY
      shall pay to JHU/APL a zero dollar ($0) annual maintenance fee due within thirty
      (30) days of each anniversary of the EFFECTIVE DATE of this Agreement. Such
      fees
      are nonrefundable and shall not be credited against royalties or other
      fees.

    


    6.4 For
      the
      term of this Agreement, COMPANY shall pay to JHU/APL a running royalty for
      each
      LICENSED PRODUCT(S) sold, leased or otherwise disposed of or for the practice
      or
      performance of LICENSED SERVICE(S) by COMPANY and AFFILIATED COMPANIES as
      follows:

    


    a.
      Seven
      percent (7%) of NET SALES if the particular LICENSED PRODUCT(S) or LICENSED
      SERVICE(S) includes a feature covered by one or more of the pending claim(s)
      of
      a pending patent application included in JHU/APL PATENT RIGHTS, or directly
      or
      contributorily infringes any valid and unexpired claim(s) of a patent included
      in JHU/APL PATENT RIGHTS, that is pending or issued in the country where that
      particular LICENSED PRODUCT(S) or LICENSED SERVICE(S) are either produced,
      sold,
      otherwise disposed of, practiced or performed. The royalty rate for each such
      product and process shall not exceed the rates above even if the particular
      product or process contains features covered by more than one patent or patent
      application included in JHU/APL PATENT RIGHTS.

     

    
      
        
        

      

      
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    b.
      Intentionally left blank.

    


    c.
      All
      such running royalty payments shall be made quarterly as provided in section
      6.6
      except as they may be reduced as set forth in this Agreement subject, however,
      to the total credit against royalties due being no greater than 50% of the
      total
      royalties due in any one quarter notwithstanding any other provision of this
      Agreement. 

    


    d.
      Sales
      of LICENSED PRODUCT(S) and LICENSED SERVICE(S) to the United States Government
      by COMPANY or an AFFILIATED COMPANY shall be subject to the royalty stated
      in
      this section 6.4; however, COMPANY agrees that it shall not bill, invoice or
      charge the United States Government for any such royalty paid to JHU/APL, if
      to
      do so would violate United States laws or regulations. 

    


    e.
      COMPANY shall pay to JHU/APL fifty percent (50%) of all SUBLICENSE REVENUES
      received by COMPANY but, in no event, shall COMPANY pay to JHU/APL less than
      an
      amount equal to a three and one-half percent (3.5%) royalty on all sublicensee
      NET SALES or greater than an amount equal to a seven percent (7%) royalty on
      all
      sublicensee NET SALES. If COMPANY sublicenses the JHU/APL INTELLECTUAL PROPERTY
      to a subsidiary company, terms shall be no less favorable to JHU/APL than as
      contained in this Agreement including but not limited to JHU/APL’s equity
      position in COMPANY and otherwise in accordance with section 2.2
      above.

    


    6.5 COMPANY
      shall be obligated to make minimum annual royalty payments beginning twelve
      (12)
      months after the first commercial sale of a LICENSED PRODUCT(S) or LICENSED
      SERVICE(S) but, in any event, beginning no later than three (3) years after
      the
      EFFECTIVE DATE, such payments to be fully creditable against royalties due
      for
      the previous twelve month period but the excess of the actual royalties received
      over and above the minimum royalty paid cannot be carried over to the next
      year:

     

    
      
        
        

      

      
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    Minimum
      Annual Royalty

    

      
        	
                Year
                  1

              	 	
                $

              	
                100,000

              	 
	
                Year
                  2

              	 	
                $

              	
                100,000

              	 
	
                Year
                  3

              	 	
                $

              	
                200,000

              	 
	
                Year
                  4

              	 	
                $

              	
                200,000

              	 
	
                Year
                  5+

              	 	
                $

              	
                300,000

              	 


      



    6.6 COMPANY
      shall provide to JHU/APL within sixty (60) days of the end of each March, June,
      September and December after the EFFECTIVE DATE of this Agreement, a written
      report to JHU/APL of the amount of LICENSED PRODUCT(S) sold, leased or otherwise
      disposed of and LICENSED SERVICE(S) practiced or performed, the total NET SALES
      of such LICENSED PRODUCT(S) and LICENSED SERVICE(S), and the running royalties
      due to JHU/APL as a result of NET SALES by COMPANY, AFFILIATED COMPANIES, and
      sublicensees thereof. Payment of any such royalties due shall accompany such
      report. Until COMPANY or an AFFILIATED COMPANY or sublicensees has achieved
      a
      first commercial sale of a LICENSED PRODUCT(S) or LICENSED SERVICE(S), a report
      shall be submitted at the end of every June and December after the EFFECTIVE
      DATE of this Agreement and will include a full written report describing
      COMPANY’s or AFFILIATED COMPANIES’ or sublicensees’ technical efforts towards
      meeting the milestones set forth in Article 8.

    


    6.7 COMPANY
      shall make and retain, for a period of three (3) years following the period
      of
      each report required by section 6.6, true and accurate records, files and books
      of account containing all the data reasonably required for the full computation
      and verification of sales and other information required in section 6.6. Such
      books and records shall be in accordance with generally accepted accounting
      principles consistently applied. COMPANY shall permit the inspection and copying
      of such records, files and books of account by JHU/APL or its agents during
      regular business hours upon ten (10) business days’ written notice to COMPANY or
      such time that is mutually convenient to the Parties. Such inspection shall
      not
      be made more than once each calendar year. All costs of such inspection and
      copying shall be paid by JHU/APL, provided that if any such inspection shall
      reveal that an error has been made in the amount equal to five percent (5%)
      or
      more of such payment, such costs shall be borne by COMPANY. COMPANY shall
      include in any agreement with its AFFILIATED COMPANIES or its sublicensees
      which
      permits such party to make, use or sell the LICENSED PRODUCT(S) or practice
      or
      perform the LICENSED SERVICE(S), a provision requiring such party to retain
      records of sales, leases or other disposals of LICENSED PRODUCT(S) and the
      practice or performance of LICENSED SERVICE(S) and other information as required
      in section 6.6 and permit JHU/APL to inspect such records as required by this
      section 6.7.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    6.8 In
      order
      to insure JHU/APL the full royalty payments contemplated hereunder, COMPANY
      agrees that in the event any LICENSED PRODUCT(S) shall be sold to an AFFILIATED
      COMPANY or sublicensees or to a corporation, firm or association with which
      COMPANY shall have any agreement, understanding or arrangement with respect
      to
      consideration (such as, among other things, an option to purchase stock or
      actual stock ownership, or an arrangement involving division of profits or
      special rebates or allowances) the royalties to be paid hereunder for such
      LICENSED PRODUCT(S) shall be based upon the greater of: 1) the net selling
      price
      at which the purchaser of LICENSED PRODUCT(S) resells such product to the end
      user, 2) the net service revenue received from using the LICENSED PRODUCT(S)
      in
      providing a service, 3) the fair market value of the LICENSED PRODUCT(S) or
      4)
      the net selling price of LICENSED PRODUCT(S) paid by the purchaser.

    


    6.9 In
      the
      event that COMPANY or an AFFILIATED COMPANY or a sublicensee sells LICENSED
      PRODUCT(S) in combination with other devices which are not LICENSED PRODUCT(S)
      (“Other Items”) as part of a system (“System”), the NET SALES for purposes of
      royalty payments on the System shall be calculated as follows:

    


    a. If
      all
      LICENSED PRODUCT(S) and Other Items contained in the System are available
      separately, the NET SALES for purposes of royalty payments will be calculated
      by
      multiplying the NET SALES of the combination by the fraction A/A+B, where A
      is
      the separately available price of all LICENSED PRODUCT(S) in the combination,
      and B is the separately available price for all Other Items in the
      combination;

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    b. Otherwise,
      the NET SALES for purposes of royalty payments will be calculated by multiplying
      the NET SALES of the System by C/C+D, where C is the total direct materials
      and
      direct labor costs for the LICENSED PRODUCT(S) and D is the total direct
      materials and direct labor costs for all Other Items in the System (all such
      costs shall be determined in accordance with GAAP consistently
      applied).

    


    c. In
      those
      cases that are not amenable to the use of either section 6.9a or 6.9b above
      for
      the calculation of NET SALES for purposes of royalty payments, the parties
      agree
      to negotiate in good faith a percentage of NET SALES for purposes of royalty
      payments.

    


    d.
       Where
      LICENSED PRODUCT(S) are not sold or leased but are otherwise disposed of, NET
      SALES for the purpose of computing royalties shall be: 1) the selling price
      at
      which products of similar kind and quality, sold in similar quantities, are
      currently being offered for sale by COMPANY, or 2) if not currently being
      offered for sale by COMPANY, the average selling price at which products of
      similar kind and quality, solid in similar quantities, are then currently being
      offered for sale by other manufacturers, or 3) if not currently sold or offered
      for sale by COMPANY or others, then the COMPANY’s cost of manufacture,
      determined by COMPANY’s customary accounting procedures, multiplied by a factor
      equal to the average industry selling price to cost ratio. Furthermore, where
      LICENSED PRODUCT(S) are sold by a sublicensee for other than their fair market
      value, NET SALES for the purpose of computing royalties shall be their fair
      market value.

    


    e. Notwithstanding
      the foregoing sections 6.9a,b, and c, in no event shall NET SALES of the System
      for purposes of royalty payments be calculated to be less than fifty percent
      (50%) of the NET SALES of the system.

    


    6.10  All
      payments under this Agreement shall be made in U.S. Dollars.

     

    
      
        
        

      

      
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    ARTICLE
      7 - PATENT RIGHTS AND CONFIDENTIAL INFORMATION

    


    7.1 JHU/APL
      shall file, prosecute and maintain all patents and patent applications specified
      under JHU/APL PATENT RIGHTS. Beginning with the EFFECTIVE DATE, COMPANY shall
      begin paying all future expenses associated with JHU/APL’s reasonable costs of
      preparing, filing, prosecuting and maintaining the JHU/APL PATENT RIGHTS. Title
      to all such patents and patent applications shall reside in The Johns Hopkins
      University. JHU/APL shall have full and complete control over all its patent
      matters in connection therewith under the JHU/APL PATENT RIGHTS, provided,
      however, that JHU/APL will provide COMPANY timely notice of any proposed action
      and seek COMPANY’s authorization for any such action; COMPANY reserves the right
      to have its own counsel review all pending actions. If COMPANY elects not to
      have a patent application filed or to pay expenses associated with filing,
      prosecuting, or maintaining a patent application or patent, JHU/APL may file,
      prosecute, and/or maintain a patent application or patent at its own expense
      and
      for its own exclusive benefit and the COMPANY thereafter shall not be licensed
      under such patent or patent application. 

    


    7.2 COMPANY
      agrees that all packaging containing individual LICENSED PRODUCT(S) sold by
      COMPANY and AFFILIATED COMPANIES will be marked with the number of the
      applicable patent(s) and published patent application(s) licensed hereunder
      in
      accordance with each country’s patent laws. 

    


    7.3 If
      necessary, the parties will exchange information which they consider to be
      confidential. The recipient of such information agrees to accept the disclosure
      of said information which is marked as confidential or proprietary at the time
      it is sent to the recipient, and to employ all reasonable efforts to maintain
      the information secret and confidential, such efforts to be no less than the
      degree of care employed by the recipient to preserve and safeguard its own
      confidential information. The information shall not be disclosed or revealed
      to
      anyone except employees of the recipient who have a need to know the information
      and who have agreed in writing to maintain confidential the proprietary
      information of the recipient and such employees shall be advised by the
      recipient of the confidential nature of the information and that the information
      shall be treated accordingly. The recipient’s obligations under this section 7.3
      shall not extend to any part of the information:

     

    a. that
      can
      be demonstrated to have been in the public domain or publicly known and readily
      available to the trade or the public prior to the date of the disclosure; or
      

     

    
      
        
        

      

      
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    b. that
      can
      be demonstrated, from written records to have been in the recipient’s possession
      or readily available to the recipient from another source not under obligation
      of secrecy to the disclosing party prior to the disclosure; or

    


    c. that
      becomes part of the public domain or publicly known by publication or otherwise,
      not due to any unauthorized act by the recipient; or

    


    d. 
      that is
      demonstrated from written records to have been developed by or for the receiving
      party without reference to confidential information disclosed by the disclosing
      party.

    


    The
      obligations of this section 7.3 shall also apply to AFFILIATED COMPANIES
      provided such information by COMPANY. JHU/APL’s, COMPANY’s and AFFILIATED
      COMPANIES’ obligations under this section 7.3 shall extend until five (5) years
      after the termination of this Agreement.

    


    Upon
      receipt of written permission by JHU/APL for such disclosure, COMPANY shall
      have
      third-parties sign non-disclosure agreements for any JHU/APL confidential
      information including drawings, procedures, photographs, sketches, hand-drawn
      art, technical documentation, reports, micro-fiche material, video tapes and
      CD-ROMs. Any previous nondisclosure/confidentiality agreements between JHU/APL
      and COMPANY are hereby terminated and superceded by this section
      7.3.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      8 - TERM, MILESTONES, AND TERMINATION

    


    8.1 TERM:
      The
      Agreement shall expire in each country on the date of expiration of the last
      to
      expire patent included within JHU/APL PATENT RIGHTS in that country or if no
      patents issue twenty (20) years from the EFFECTIVE DATE.

    


    8.2 MILESTONES:
      COMPANY shall exercise best efforts to develop and commercialize the LICENSED
      PRODUCT(S) and LICENSED SERVICE(S) using good scientific judgment. 

     

    8.3 TERMINATION:

    


    a. Upon
      material breach or material default of any of the terms and conditions of this
      Agreement, the defaulting party shall be given written notice of such default
      in
      writing and a period of sixty (60) days after receipt of such notice to cure
      the
      default or breach. If the default or breach is not corrected within said sixty
      (60) day period, the party not in default shall have the right to terminate
      this
      Agreement. Furthermore, if COMPANY fails to make a commercial sale within Thirty
      (30) months of the EFFECTIVE DATE, then JHU/APL, in its sole discretion and
      without providing the written notice and 60-day cure period set forth above,
      may
      terminate this Agreement.

    


    b. COMPANY
      may terminate this Agreement and the license granted herein, for any reason,
      upon giving JHU/APL sixty (60) days written notice. 

    


    c. Termination
      shall not affect JHU/APL’s right to recover accrued and unpaid royalties or fees
      as provided in section 6.4 or to recover the unpaid balance of the License
      Execution Fee payments as provided in section 6.2 or reimbursement for patent
      expenses incurred pursuant to section 7.1 prior to termination. Upon
      termination, all rights in and to the licensed JHU/APL INTELLECTUAL PROPERTY
      shall revert to JHU/APL at no cost to JHU/APL.

     

    d.        
      Notwithstanding the written notice and cure provisions provided in this
      Agreement, or any other provision of this Agreement, upon failure by COMPANY
      to
      pay, or cause to be paid the cash or issue the shares in the amounts and by
      the
      dates specified in section 6.2 above, JHU/APL shall give written notice of
      such
      material default in the form of a written demand letter for the payment and/or
      issuance of shares due.  Failure by COMPANY to make such payment and/or
      issue such shares due within ten (10) business days from receipt of such written
      demand letter shall result in the immediate termination of this Agreement,
      unless JHU/APL elects to convert the license to a non-exclusive license, and,
      subject to the provisions of paragraph 9.16, the parties shall have no further
      licenses, rights or obligations hereunder.

     

    
      
        
        

      

      
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    ARTICLE
      9 - MISCELLANEOUS

    


    9.1 NOTICES
      AND CORRESPONDENCE:

    


    a. All
      notices required or permitted to be given under this Agreement shall be in
      writing and shall be deemed to have been sufficiently given for all purposes
      thereof when mailed by certified mail to the party to be notified or sent by
      overnight courier service. All notices shall be deemed to have been given when
      mailed as evidenced by the postmark at the point of mailing or by other package
      pickup receipt.

    


    b. All
      notices and any correspondence, including written progress reports and royalty
      and other payments, respecting this Agreement shall be addressed as
      follows:

    

      
        	
                To
                  JHU/APL:

              	 	
                Director
                  of Technology Transfer

              
	 	 	
                The
                  Johns Hopkins University

              
	 	 	
                Applied
                  Physics Laboratory

              
	 	 	
                11100
                  Johns Hopkins Road

              
	 	 	
                Laurel,
                  MD 20723-6099

              
	 	 	 
	
                To
                  COMPANY:

              	 	
                MIPSolutions,
                  Inc.

              
	 	 	
                Michael
                  Pieniazek, CEO

              
	 	 	
                1117
                  Desert Lane, Suite 1592

              
	 	 	
                Las
                  Vegas, NV 89102

              


      

    

     

    
      
        
        

      

      
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    c. Either
      party may change its address for the purpose of this Agreement by notice in
      writing to the other party. Checks are to be made payable to “The Johns Hopkins
      University Applied Physics Laboratory.”

    


    9.2 NONASSIGNABILITY:
      This Agreement is binding upon and shall inure to the benefit of JHU/APL, its
      successors and assignees and shall not be assignable to another party without
      the written consent of JHU/APL which consent shall not be unreasonably withheld.
      

    


    9.3 PROVISIONS
      HELD INVALID, ILLEGAL OR UNENFORCEABLE: In the event that any one or more of
      the
      provisions of this Agreement should for any reason be held by any court or
      authority having jurisdiction over this Agreement, or over any of the parties
      hereto to be invalid, illegal or unenforceable, such provision or provisions
      shall be reformed to approximate as nearly as possible the intent of the
      parties, and if unreformable, shall be divisible and deleted in such
      jurisdictions; elsewhere, this Agreement shall not be affected. 

    


    9.4 APPLICABLE
      LAW: The construction, performance, and execution of this Agreement shall be
      governed by the laws of the State of Maryland.

    


    9.5 NON-USE
      OF UNIVERSITY’s NAME: COMPANY shall not use the name of THE JOHNS HOPKINS
      UNIVERSITY or any of its constituent parts, such as JHU/APL, or any contraction
      thereof in any advertising, promotional, sales literature or fundraising
      documents except for factual statements relating to this Agreement once executed
      and any work being performed on behalf of the COMPANY by JHU/APL as part of
      this
      Agreement without prior written approval from JHU/APL. COMPANY shall allow
      at
      least ten (10) business days notice of any proposed public disclosure for
      JHU/APL’s review and comment or to provide written approval. JHU/APL shall
      consider preapproving standard language which, once approved, may be used by
      COMPANY thereafter without the need for further approval from
      JHU/APL.

     

    
      
        
        

      

      
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    9.6 WARRANTY:
      JHU/APL warrants that to the best of its knowledge, information and belief,
      it
      owns the JHU/APL INTELLECTUAL PROPERTY with the exception of certain retained
      rights of the United States Government and has the right to grant the licenses
      granted herein. JHU/APL does not warrant the validity of any JHU/APL
      INTELLECTUAL PROPERTY or that practice under such JHU/APL INTELLECTUAL PROPERTY
      shall be free of infringement. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION
      9.6, COMPANY AND AFFILIATED COMPANIES AGREE THAT THE JHU/APL INTELLECTUAL
      PROPERTY IS PROVIDED “AS IS”, AND THAT JHU/APL MAKES NO REPRESENTATION OR
      WARRANTY WITH RESPECT TO THE PERFORMANCE OF LICENSED PRODUCT(S) AND LICENSED
      SERVICE(S) INCLUDING THEIR SAFETY, EFFECTIVENESS, OR COMMERCIAL VIABILITY.
      JHU/APL DISCLAIMS ALL WARRANTIES WITH REGARD TO PRODUCT(S) AND SERVICE(S)
      LICENSED UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES,
      EXPRESS OR IMPLIED, OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.
      FURTHERMORE, JHU/APL MAKES NO REPRESENTATION OR WARRANTY THAT THE USE OF
      LICENSED PRODUCT(S) AND LICENSED SERVICE(S) WILL NOT INFRINGE ANY PATENT OR
      OTHER PROPRIETARY RIGHT OF A THIRD PARTY. NOTWITHSTANDING ANY OTHER PROVISION
      OF
      THIS AGREEMENT, JHU/APL ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES
      ON THE PART OF JHU/APL AND INVENTORS, FOR DAMAGES, INCLUDING, BUT NOT LIMITED
      TO, DIRECT, INDIRECT, SPECIAL, AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND
      EXPERTS’ FEES, AND COURT COSTS (EVEN IF JHU/APL HAS BEEN ADVISED OF THE
      POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION
      WITH THE MANUFACTURE, USE, SALE OR PRACTICE OF THE PRODUCT(S) AND SERVICE(S)
      LICENSED UNDER THIS AGREEMENT. COMPANY AND AFFILIATED COMPANIES ASSUME ALL
      RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED BY A PRODUCT
      MANUFACTURED, USED, OR SOLD, OR A SERVICE PRACTICED, BY COMPANY AND ITS
      AFFILIATED COMPANIES WHICH IS A LICENSED PRODUCT(S) OR A LICENSED SERVICE(S)
      AS
      DEFINED IN THIS AGREEMENT.

     

    
      
        
        

      

      
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    9.7 INDEMNIFICATION:
      JHU/APL and the inventors/creators/developers of LICENSED PRODUCT(S) and
      LICENSED SERVICE(S) will not, under the provisions of this Agreement or
      otherwise, have control over the manner in which COMPANY or its AFFILIATED
      COMPANIES or those operating for its account or third parties who practice
      LICENSED SERVICE(S) or purchase LICENSED PRODUCT(S) from any of the foregoing
      entities, practice the inventions, copyrighted matter, proprietary technical
      information, know-how, show-how or trade secrets of LICENSED PRODUCT(S) and
      LICENSED SERVICE(S). COMPANY shall defend and hold JHU/APL, The Johns Hopkins
      University, their present and former regents, trustees, officers,
      inventors/creators/developers of JHU/APL PATENT RIGHTS and JHU/APL UNPATENTED
      INTELLECTUAL PROPERTY, agents, faculty, employees and students harmless as
      against any judgments, fees, expenses, or other costs arising from or incidental
      to any product liability or other lawsuit, claim, demand or other action brought
      as a consequence of the practice of said inventions, copyrighted matter,
      proprietary technical information, know-how, show-how or trade secrets by any
      of
      the foregoing entities, whether or not JHU/APL or said
      inventors/creators/developers, either jointly or severally, is named as a party
      defendant in any such lawsuit provided, however, such judgments, fees, expenses,
      or other costs, do not arise out of the willful misconduct of JHU/APL, The
      Johns
      Hopkins University, their present and former regents, trustees, officers,
      inventors/creators/developers of JHU/APL PATENT RIGHTS and JHU/APL UNPATENTED
      INTELLECTUAL PROPERTY, agents, faculty, employees and students and provided
      further that JHU/APL notifies COMPANY promptly of any such lawsuit, claim,
      demand or other action. Practice of the inventions, copyrighted matter,
      proprietary technical information, know-how, show-how or trade secrets covered
      by LICENSED PRODUCT(S) or LICENSED SERVICE(S), by an AFFILIATED COMPANY or
      an
      agent or a third party on behalf of or for the account of COMPANY or by a third
      party who practices LICENSED SERVICE(S) or purchases LICENSED PRODUCT(S) from
      COMPANY, shall be considered COMPANY’s practice of said inventions, copyrighted
      matter, proprietary technical information, know-how, show-how or trade secrets
      for purposes of this paragraph 9.7. The obligation of COMPANY to defend and
      indemnify as set out in this paragraph 9.7 shall survive the termination of
      this
      Agreement.

     

    
      
        
        

      

      
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    9.8 INSURANCE:
      Prior to first commercial sale of any LICENSED PRODUCT(S) or the practice of
      any
      LICENSE SERVICE(S) in any particular country, COMPANY shall establish and
      maintain, in each country in which COMPANY or an AFFILIATED COMPANY shall test
      or sell LICENSED PRODUCT(S) or practice LICENSED SERVICE(S), product liability
      or other appropriate insurance coverage appropriate to the risks involved in
      marketing LICENSED PRODUCT(S) and practicing LICENSED SERVICE(S), and will
      annually present evidence to JHU/APL that such coverage is being maintained.
      Upon JHU/APL’s request, COMPANY will furnish JHU/APL with a Certificate of
      Insurance of each product liability or other related insurance policy obtained
      and agrees to make reasonable increases or changes in the kind of insurance
      pertaining to the LICENSED PRODUCT(S) and LICENSED SERVICE(S) at the request
      of
      JHU/APL. JHU/APL shall be listed as an additional insured in COMPANY’s said
      insurance policies. Once such insurance coverage is established, COMPANY shall
      effect changes to such insurance coverage only if reasonable and
      customary.

    


    9.9      
      MANUFACTURE IN UNITED STATES:  COMPANY agrees that any LICENSED PRODUCT(S)
      incorporating an invention made with government funding within the scope of
      the
      Federal Acquisition Regulation, 48 CFR et seq., shall be manufactured
      substantially in the United States. 

    


    9.10 PUBLICATION:
      JHU/APL may publish manuscripts, abstracts or the like describing the JHU/APL
      INTELLECTUAL PROPERTY and inventions and copyrighted matter, but not trade
      secrets, contained therein provided confidential information of COMPANY as
      defined in section 7.3, is not included or without first obtaining approval
      from
      COMPANY to include such confidential information. JHU/APL shall provide thirty
      (30) days written notice to COMPANY of each proposed publication for COMPANY’s
      review and comments. Thereafter, JHU/APL shall be free to publish manuscripts
      and abstracts or the like directed to the work done at JHU/APL related to the
      licensed technology without prior approval.

    


    9.11 INTEGRATION:
      This Agreement constitutes the entire understanding between the parties with
      respect to the obligations of the parties with respect to the subject matter
      hereof, and supersedes and replaces all prior agreements, understandings,
      writings, and discussions between the parties relating to said subject matter.
      Neither of the parties shall be bound by any warranties, understandings or
      representations with respect to such subject matter other than as expressly
      provided herein or in a writing signed with or subsequent to execution hereof
      by
      an authorized official of the party to be bound thereby.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    


    9.12 AMENDMENT/WAIVER:
      This Agreement may be amended and any of its terms or conditions may be waived
      only by a written instrument executed by the authorized officials of the parties
      or, in the case of a waiver, by the party waiving compliance. The failure of
      either party at any time or times to require performance of any provision hereof
      shall in no manner affect its right at a later time to enforce the same. No
      waiver by either party of any condition or term in any one or more instances
      shall be construed as a further or continuing waiver of such condition or term
      or of any other condition or term.

    


    9.13 PARTIES
      BOUND/BENEFITED: This Agreement shall be binding upon and inure to the benefit
      of and be enforceable by the parties hereto and their respective successors
      and
      permitted assigns. 

    


    9.14 MEDIATION:
      

    


    a. Except
      for the right of either party to apply to a court of competent jurisdiction
      for
      a temporary restraining order, a preliminary injunction, or other equitable
      relief to preserve the status quo or prevent irreparable harm, any and all
      disputes arising under or out of this Agreement which the parties themselves
      are
      unable to resolve within 60 days after such dispute arises shall, at the option
      of either party, be mediated in good faith.

    


    b. The
      party
      seeking mediation of such dispute shall promptly advise the other party of
      such
      dispute in a writing which describes in reasonable detail the nature of such
      dispute and which shall state that party’s desire to initiate mediation thereof.
      By not later than 10 business days after the recipient has received such written
      notice of dispute, each party shall have selected for itself a representative
      who shall participate in such mediation, and shall additionally have advised
      the
      other party in writing of the name of such representative. By not later than
      15
      business days after the written notice of dispute has been received, such
      representatives shall schedule a date for a mediation hearing with a mutually
      agreeable mediator. The parties shall enter into good faith mediation and shall
      share the costs equally. 

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    


    c. If
      the
      representatives of the parties have not been able to schedule a date for a
      mediation hearing with a mutually agreeable mediator within fifteen days after
      receipt of a written notice of the dispute, or if the representatives of the
      parties have not been able to resolve the dispute within 15 business days after
      such mediation hearing, the parties shall have the right to pursue any other
      remedies legally available to resolve such dispute in a court of competent
      jurisdiction. This provision shall not be construed to waive any rights or
      timely performance of any obligations existing under this
      Agreement.

    


    d. The
      option to mediate provided for in this mediation clause shall terminate upon
      the
      expiration or termination of this Agreement.

    


    9.15 EXPORT
      CONTROL: The export regulations of the United States Government may prohibit,
      except under a special validated license, the exportation from the United States
      of certain commodities and/or related technical data. In order to facilitate
      the
      exchange of technical information under this Agreement, COMPANY therefore hereby
      gives its assurance to JHU/APL that COMPANY will not knowingly, unless prior
      authorization is obtained from the appropriate United States Government agency
      or agencies, export any apparatus or technical data received from JHU/APL under
      this Agreement or LICENSED PRODUCT(S) to any restricted country specified in
      such regulations. JHU/APL neither represents that a license is or is not
      required nor that, if required, it will be issued by the United States
      Government.

    


    9.16 Upon
      termination of this Agreement for any reason, sections 7.3, 8.3c, 9.5, 9.6,
      9.7
      and 9.8 shall survive termination of this Agreement.

    


    9.17 FORCE
      MAJEURE: In the event that either Party is prevented from performing or is
      unable to perform any of its obligations under this Agreement (other than the
      payment of money) due to any act of God; fire; casualty; flood; war; strike;
      lockout; failure of public utilities; injunction or any act, exercise, assertion
      or requirement of governmental authority, including any governmental law, order
      of regulation permanently or temporarily prohibiting or reducing the
      manufacture, use or sale of LICENSED PRODUCT(S) or LICENSED SERVICE(S);
      epidemic; destruction of production facilities; riots; insurrection; inability
      to procure or use materials, labor, equipment, transportation or energy
      sufficient to meet development or manufacturing needs; or any other cause beyond
      the reasonable control of the Party invoking this paragraph 9.17 if such Party
      shall have used its best efforts to avoid such occurrence, such Party shall
      give
      notice to the other Party in writing promptly, and thereupon the affected
      Party’s performance shall be excused and the time for performance shall be
      extended for the period of delay or inability to perform due to such
      occurrence.

     

    
      
        
        

      

      
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    9.18 JHU/APL
      INTELLECTUAL PROPERTY SELECTION AND USE: On the EFFECTIVE DATE, COMPANY shall
      provide a written list to JHU/APL identifying the JHU/APL INTELLECTUAL PROPERTY
      that is of primary importance to COMPANY’s LICENSED PRODUCT(S) and LICENSED
      SERVICE(S). For each LICENSED PRODUCT made or LICENSED SERVICE practiced or
      provided, COMPANY shall provide written identification to JHU/APL of the JHU/APL
      INTELLECTUAL PROPERTY used therein no later than the first sale of each LICENSED
      PRODUCT or LICENSED SERVICE.

    


    IN
      WITNESS WHEREOF the parties hereto have executed this Agreement in duplicate
      by
      their duly authorized officers on the date appearing below their
      signatures.

    

      
        	
                 

              	 	
              


      

       

      
        	
                THE
                  JOHNS HOPKINS UNIVERSITY 

                
                  Applied
                    Physics Laboratory

                

              	 	
                MIPSOLUTIONS,
                  INC.

              
	 	 	 	 
	
                By

              	  
	 	
                By

              	 

	 	
                Wayne
                  E. Swann

              	 	 	
                Michael
                  T. Pieniazek

              
	 	
                Director
                  of Technology Transfer

              	 	 	
                President

              
	 	 	 	 	 
	
                Date:

              	  
	 	
                Date

              	 



      

    

     

    APPENDIX
      A: Schedule of JHU/APL PATENT RIGHTS

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    APPENDIX
      A

    Schedule
      of JHU/APL Patent Rights

    


    1.
      JHU/APL File No. 1734-SPL, US Patent No. 6,780,323, issued August 24, 2004
      for
“Polymer Based Permeable Membrane for Removal of Ions” and US patent
      application, serial no. 10/924,666, filed January 27, 2005, Publication No.
      2005-0019302, published January 27, 2005 for “Polymer Based Permeable Membrane
      for Removal of Ions.”

    


    2.
      JHU/APL File No. 1744-SPL, “Environmental Phosphate Pollution Removal Using a
      Selectively Permeable Molecularly Imprinted Polymer Membrane,” included in US
      Patent No. 6,780,232 issued August 24, 2004 for “Polymer Based Permeable
      Membrane for Removal of Ions” and US Patent Publication 2005-0019302 published
      January 27, 2005 for “Polymer Based Permeable Membrane for Removal of
      Ions.”

    


    3.
      JHU/APL File No. 1745-SPL, “Environmental Nitrate Pollution Removal Using a
      Selectively Permeable Molecularly Imprinted Polymer Membrane” included in US
      Patent No. 6,780,232 issued August 24, 2004 for “Polymer Based Permeable
      Membrane for Removal of Ions” and US Patent Publication 2005-0019302
      published January 27, 2005 for “Polymer Based Permeable Membrane for Removal of
      Ions.”

    


    4.
      JHU/APL File No. 2112-1331, “Process for Preparing Vinyl Substituted
      Beta-Diketones” pending US patent application serial no. 11/127897, filed May
      12, 2005.

    


    5.
      JHU/APL File No. 2292-SPL, “The Preparation of Molecularly Imprinted Polymer
      Ion-exchange Resin Beads and Their Use as Sequestering Agents for Toxic or
      Economically Useful Ions,” US provisional application no. 60/736376, filed
      November 14, 2005.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    AMENDMENT
      NO. 1

    


    The
      License Agreement, effective January 23, 2006 ("License Agreement"), between
      The
      Johns Hopkins University, acting through its Applied Physics Laboratory
      ("JHU/APL"), and MIPSolutions, Inc. ("COMPANY"), is, in accordance with Section
      (§) 9.12 thereof, amended as follows:

    


    Under
      ARTICLE 6 - PAYMENTS, ROYALTY AND RESEARCH AND DEVELOPMENT
      SUPPPORT:

    


    Delete
      section 6.2c. and substitute therefor:

    


    “c. $50,000
      in cash due no later than 6 months after the date the COMPANY receives a
      cumulative of $500,000 in investments from third parties unless, during such
      6
      month period, the COMPANY has filed a registration statement with the SEC and
      such statement has not been declared effective by the SEC by the end of such
      6
      month period.  In this event, the COMPANY will notify JHU/APL thereof in
      writing and the $50,000 payment required under this section 6.2c will be
      deferred to a date that is no later than the earlier of September 30, 2007
      or
      the date that is 30 days after the COMPANY’s stock is being traded publicly and,
      furthermore, JHU/APL will be issued additional shares of COMPANY stock and
      matching warrants with a total value of $10,000 based on a price of $0.50 per
      share (i.e., 20,000 shares and 20,000 warrants with a price of $0.50 share)
      and
      with the same rights in such stock as set forth in section 6.2b above, such
      $10,000 in stock to be in addition to the $50,000 payment required under this
      section 6.2c.  $10,000 of such $50,000 payment will be credited to past
      patent costs associated with the US Patent No. 6,780,323.”

    


    Under
      ARTICLE 9 - MISCELLANEOUS:

    


    In
      section 9.1b, in the COMPANY address, delete “Michael Pieniazek, CEO” and
      replace with “Edward A. Hunton, Director”.

    


    All
      other
      terms and conditions contained in the License Agreement not expressly waived
      or
      modified hereinabove shall remain in full force and effect.

    


    IN
      WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be executed
      in
      duplicate originals by their duly authorized repre-sentatives, to be effective
      on the date of the last party to sign.

     

    
      	
              THE
                JOHNS HOPKINS UNIVERSITY

            	 	 	MIPSOLUTIONS, INC.
	
              Applied
                Physics Laboratory

            	 	 	 
	 	 	 	 	 
	 By:	   	 	By:	  

	 	 	 	 	 
	Name:	Kristin
              M. Gray	 	Name:	Edward
              A. Hunton
	 	 	 	 	 
	Title:	Director
              of Technology Transfer	 	Title:	Director
	 	 	 	 	 
	Date:	   
              	 	Date: