EXHIBIT
      10.3

     

    FORM
      OF TECHNOLOGY LICENSE AGREEMENT

     

    THIS
      TECHNOLOGY LICENSE AGREEMENT (this "Agreement")
      dated
      as of the 27th day of August, 2007, (the “Effective Date”) is by and between (i)
      Solzon Corporation, a New Hampshire corporation ("Solzon”)
      with
      an address at 20A Northwest Blvd. #131, Nashua, NH 03063, and (ii) CYBRA
      Corporation, a New York corporation ("CYBRA”)
      with
      an address at One Executive Blvd., Yonkers, New York 10701.

     

    WHEREAS,
      Solzon has developed an iSeries Edge product marketed and sold as RFID
      for iSeriesTM
      (the
      "Solzon
      Product");

     

    WHEREAS,
      Solzon desires to facilitate the use of the Solzon Product by CYBRA; and


     

    WHEREAS,
      CYBRA desires to develop its own iSeries Edge product incorporating selected
      aspects of the Solzon Product, on the terms and conditions set forth herein
      (the
“CYBRA Product”).

     

    NOW,
      THEREFORE, in consideration of the mutual promises and agreements set forth
      herein, CYBRA and Solzon agree as follows:

     

    1.  ASSIGNMENT
      OF LICENSE TO THE SOLZON ASSETS.

     

    1.1.  Assets.
      Subject
      to the terms and conditions set forth in this Agreement, Solzon shall assign
      to
      CYBRA and CYBRA shall acquire and accept the assignment of a perpetual,
      world-wide license, to utilize and otherwise exploit for its benefit, to the
      following assets (the "Solzon
      Assets"):
      

     

    (a) Selected
      design elements, including architectural concepts, screen layouts and file
      designs of the Solzon Product as set forth on Schedule
      1
      hereto;


     

    (b) copies
      of
      pertinent functional documentation relating to the Solzon Assets. 

     

    1.2.
      Excluded
      Assets.

     

    (a) The
      Solzon Product source code is specifically excluded from the license assigned
      to
      CYBRA. 

     

    2.
      SOLZON
      LIABILITIES.

     

    2.1.  No
      Assumption of Solzon Liabilities.
      Notwithstanding anything in this Agreement to the contrary, CYBRA shall not
      assume, and CYBRA shall not be deemed to have assumed nor agreed to pay,
      perform, fulfill or discharge, any contract or agreement (whether written or
      oral), liability or other obligation of Solzon, including, without limitation,
      any liability relating to any income or sales tax liability, obligation or
      commitment, any employment contract of Solzon, (with all such unassumed
      liabilities and obligations referred to herein as the "Excluded Liabilities").

     

    3.  LICENSE
      FEE.

     

    3.1.  License
      Fee.
      In
      consideration for and as a condition to the license by Solzon to CYBRA of the
      Solzon Assets, and Solzon’s agreement to provide the transitional assistance
      described below, CYBRA shall pay Solzon consideration valued at
      _________________ ($__________) US dollars as follows:

     

    (a) $__________
      in cash payable:

     

    (i)
      $__________ upon execution of this Agreement;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii)
      ___________ at such time of the earlier of General Availability of EdgeMagicTM
Enterprise Edition, Release 1.1 (estimated to be by________________) or no
      later
      than one year from the Effective Date.

     

    (b) $___________
      in Restricted Common Stock of CYBRA (the "Shares"),
      valued at $.75 per share, to be delivered:

     

    (i)
      ___________ shares upon execution of this Agreement;

     

    (ii)
      __________ at such time of the earlier of General Availability of EdgeMagicTM
Enterprise Edition, Release 1.1 (estimated to be by December 2007) or no later
      than one year from the Effective Date.

     

    4.
      TRANSITION/NON-COMPETE.

     

    4.1
      Transitional
      Assistance.
      Solzon
      shall assist CYBRA and provide collaborative consulting advice and assistance
      in
      building CYBRA’s EdgeMagicTM Java-Based iSeries product. CYBRA will reimburse
      Solzon for its consulting assistance at rates established in the associated
      Contractor Agreement for System Integration and Consulting Services. The first
      _________________ ($__________) US dollars of consulting assistance, some of
      which has already been provided, will be waived as a condition of this
      agreement. 

     

    In
      addition, Solzon will make reasonable efforts at selling the product at a
      discount to be mutually arrived at between the parties, to Solzon’s licensees
      and customers. 

     

    4.2
      ABANDONMENT
      OF DEVELOPMENT.
      Solzon
      will abandon any future development of the Solzon Product. For so long as Solzon
      acts as a reseller of the CYBRA Product, and for a period of two years
      thereafter, Solzon will abandon any future development of or any related iSeries
      product. In addition, Solzon will cease all sales and marketing of the Solzon
      Product and shall not transfer, license or sell the Solzon Product to any third
      party. If however, the EdgeMagicTM product does not successfully launch within
      one year of the Effective Date, Solzon will be released from this clause. This
      covenant is a material inducement to CYBRA in entering into this
      Agreement.

     

    4.3
      NON-COMPETE.
      For so
      long as Solzon acts as a reseller of the CYBRA Product, and for a period of
      two
      years thereafter, Solzon shall not compete, directly or indirectly, in the
      development, sale or marketing of any iSeries products which are competitive,
      or
      could be competitive with the CYBRA Product, including the Solzon Product,
      or
      any variation thereof (“Non-Compete”). If however, the EdgeMagicTM product does
      not successfully launch within one year of the Effective Date, Solzon will
      be
      released from this clause. This covenant is a material inducement to CYBRA
      in
      entering into this Agreement.

     

    5. REPRESENTATIONS
      OF SOLZON. Solzon represents and warrants to CYBRA as of the date of this
      Agreement and up to the Closing Date as follows: 

     

    (a)
       Solzon
      is
      a Corporation, duly organized, validly existing under the laws of the State
      of
      New Hampshire. Solzon has all requisite power and authority to enter into this
      Agreement. This Agreement has been, and at the Closing will be, duly executed
      and delivered by a duly authorized officer of Solzon, and this Agreement
      constitutes the legal, valid and binding obligation of Solzon enforceable
      against Solzon in accordance with its respective terms;

     

    (b)
       except
      as
      set forth herein, Solzon
      has not:
      sold,
      assigned or transferred any of the Solzon Assets or properties; or mortgaged,
      pledged or subjected to any lien, pledge, security interest, conditional sales
      contract or other encumbrance of any nature whatsoever against any of the Solzon
      Assets, except as set forth herein;

     

    (c)
      the
      license to the Solzon Assets being assigned to CYBRA are free of all liens,
      encumbrances or claims whatsoever.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6. REPRESENTATIONS
      OF CYBRA. CYBRA represents and warrants to Solzon as of the date of this
      Agreement and up to the Closing Date as follows:

     

    (a) CYBRA
      is
      a corporation duly organized, validly existing and in good standing under the
      laws of the State of New York;

     

    (b)
       CYBRA
      has
      the corporate power, authority and legal right to execute, deliver and perform
      this Agreement. The execution, delivery and performance of this Agreement by
      CYBRA have been duly authorized by all necessary corporate action. This
      Agreement has been duly executed and delivered by CYBRA and constitutes the
      legal, valid and binding obligation of CYBRA enforceable against it in
      accordance with its terms. 

     

    7. INDEMNIFICATION.
      Both parties shall indemnify and hold the other harmless for any and all
      liability, to the fullest extent of the law, including but not limited to
      reasonable attorney’s fees, expert fees and costs and disbursements, arising
      from a breach of the representations of Solzon contained herein. 

     

    8. DEFINITIONS.
      As used herein the following terms not otherwise defined have the following
      respective meanings:

     

    "Intellectual
      Property":
      Any
      and all rights and licenses associated with the and/or relating to: (i) any
      Patents and Patent applications; (ii) works of authorship, including Copyrights,
      Trademarks and service marks, whether registered or at common law, as well
      as
      all applications that are pending or that are in the process of preparation;
      (iii) confidential information, including but not limited to trade secrets
      arising under common law, state law, federal law or the laws of any foreign
      countries; (iv) any other proprietary rights relating to intangible property,
      whether or not protectable by patent, copyright, mask work right or trade
      secret; and (v) divisional, continuations, continuations-in-part, renewals,
      refiles, re-examinations and extensions of the foregoing (as applicable), in
      the
      case of each item referred to above, and in each case with respect to any
      jurisdiction in the world.

     

    "Person":
      A
      corporation, an association, a partnership, a limited liability company, an
      organization, a business, an individual, a government or political subdivision
      thereof or a governmental agency.

     

    “General
      Availability”:
      the
      date when the product is available and saleable to the general
      market.

     

    9. MISCELLANEOUS.

     

    9.1.  Entire Agreement.
      This
      Agreement and all exhibits and schedules attached hereto and thereto, contains
      the entire understanding of the parties, supersedes all prior agreements and
      understandings relating to the subject matter hereof and shall not be amended
      except by a written instrument hereafter signed by all of the parties hereto
      or
      thereto.

     

    9.2.  Governing Law
      and Venue.
      The
      validity and construction of this Agreement shall be governed by the internal
      laws (and not the conflicts rules) of the State of New York. Each party to
      this
      Agreement hereby consents to the exclusive jurisdiction of the courts located
      in
      the State of New York and waives any objection to venue laid therein. Process
      on
      any such action or proceeding may be served on any party anywhere in the world,
      in accordance with the laws of the State of New York.

     

    9.3.  Sections and Section Headings.
      The
      headings of sections and subsections are for reference only and shall not limit
      or control the meaning thereof.

     

    9.4.  Severability.
      In the
      event that any covenant, condition, or other provision herein contained is
      held
      to be invalid, void, or illegal by any court of competent jurisdiction, the
      same
      shall be deemed to be severable from the remainder of this Agreement and shall
      in no way affect, impair, or invalidate any other covenant, condition or other
      provision contained herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.5.
      Expenses.
      The
      parties shall pay their own expenses incidental to the preparation of this
      Agreement, the carrying out of the provisions of this Agreement and the
      consummation of the transactions contemplated hereby. 

     

    9.6.
      Waiver.
      Any
      term or provision of this Agreement may be waived at any time by the party
      or
      parties entitled to the benefit thereof by a written instrument duly executed
      by
      such party or parties.

     

    9.7.
      Transfer
      of Shares.
      The
      Shares to be issued to Solzon are “restricted” shares and may not be resold or
      transferred without first being registered under the Securities Act of 1933
      (the
“Act”) or Solzon providing CYBRA with an opinion of counsel, acceptable to
      CYBRA, stating that the sale is exempt from registration. The certificates
      for
      the Shares shall contain a “restrictive legend” reciting such restriction.


     

    9.8
      Restricted
      Stock.
      The
      Shares to be issued to Solzon are restricted Shares and have not been registered
      under the Securities Act of 1933, as amended (the “Act”). The Shares may only be
      resold pursuant to a registration statement or exemption from registration.
      After a one (1) year holding period, resales of the Shares may be made pursuant
      to SEC Rule 144, provided certain conditions of the Rule are met and Solzon
      files a Form 144 with respect to such resales with the SEC. Solzon is hereby
      granted “piggy-back” registration rights with respect to the Shares, such rights
      to apply to the next registration statement filed by the Company with the
      Securities & Exchange Commission. Such rights shall expire thirteen months
      from the date hereof, or at such earlier date that the Shares may be resold
      without registration.

     

    IN
      WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto
      have caused this Technology License Agreement to be duly executed and delivered
      as a sealed instrument as of the date and year first above written.

     

    
      	 	
              SOLZON
                CORPORATION

            
	 	 	 
	 	
              By:

            	 
	 	 	 
	 	
              Name:
                

            	 
	 	 	 
	 	
              Title:
                

            	 
	 	 	 
	 	 	 
	 	
              CYBRA
                CORPORATION

            
	 	 	 
	 	
              By:

            	 
	 	 	 
	 	
              Name:
                

            	 
	 	 	 
	 	
              Title: