ex_1012.htm


    
      

      

    

    EXHIBIT
      10.12

     

     

    Product
      Design Agreement

     

    This
      Agreement (“Agreement”) is entered into May 1st, 2007 (‘late “Effective Date”)
      by and between PocketFinder LLC, a corporation residing at 4999 E. La Palma
      Avenue Anaheim, CA., 92807 (“The Company”), and Aero Technology UK Ltd (“The
      Contractor”) organized under the laws of Great Britain having a registered
      address as 9A East Butts Road, Rugley, Staffordshire, England.

     

    RECITALS

     

    A.           The
      Company is the owner of certain patents, patent applications, technology and
      intellectual property relating to personal apparatus for receiving and
      transmitting radiotelephone communications and location based
      services.

     

    B.           The
      Contractor is undertaking to design for the Company the required circuitry,
      software, mechanics and radio frequency generation and reception functions
      required to realize the production of a cellular device for receiving and
      transmitting radio telephone signals and location signals which incorporates
      such patents, patent applications, technology and other intellectual property
      and in accordance with the terms and conditions of this agreement.

     

    AGREEMENT

     

    NOW,
      THEREFORE, in consideration of the following mutual covenants and agreements
      and
      promises, and for other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged by each of the parties hereto,
      the
      parties agree as follows.

     

    1.           Definitions.

     

    1.1           “Product”
      - refers to a fully functional two way cellular terminal as described but not
      limited to the subject matter contained in but not limited to Appendix I of
      this
      Agreement and as described to the Contractor by the Company.

     

    1.2           “Effective
      Delivery Date” - means the date on which the design and all of the required
      elements of the design are in a complete state where they can be handed over
      to
      the Company’s chosen manufacturer ready for immediate mass
      production.

     

    1.3           “Third
      Party Supplier” - refers to any person, Company, or organization engaged by the
      Company or the Contractor to undertake any work in connection with the design
      of
      the product.

     

    1.4           “Improvement”
      - means any modification or revision relating to the use of the product
      described in Appendix I of this Agreement whether discovered or conceived or
      invented by the Company or Contractor or co-conceived, co-invented or
      co-discovered by the Company and the Contractor, or by the Company and a third
      party supplier or third party suppliers or by the Contractor and any third
      party
      supplier or third party suppliers.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    1.5           “Technology”
      shall mean inventions (as defined in Section 1.7 below) and other know how
      and
      other intellectual property related to the Company or otherwise incorporated
      in
      or used in connection with the design or manufacture of the
      product.

     

    1.6           “Confidential
      Information” shall mean the terms of this Agreement and information related to
      the Company’s business disclosed to the Contractor by the Company as a
      consequence of or through performance of services for the Company, its
      subsidiaries or affiliates, whether or not related to the Contractor’s specific
      work for the Company.  Confidential Information includes all
      information related to any aspects of the Company’s business which is either
      information not know by actual or potential competitors of the Company or is
      proprietary information of the Company, whether of a technical nature or
      otherwise.  Confidential Information includes Inventions (as defined
      in Section 1.7 below); know how, data, financial information and forecasts,
      product plans, marketing plans and strategies, and customer
      lists.  Information shall be considered, for purposes of this
      Agreement, to be Confidential Information if not known by the trade generally,
      even though such information has been disclosed to one or more third parties
      pursuant to license or distribution agreements, joint development agreements,
      or
      agreements entered into by the Company or any of its affiliates.  For
      purposes of this Agreement, information shall not be considered confidential
      to
      the extent that such information is or becomes, through no fault of the
      Contractor, part of the public domain, or such information is lawfully furnished
      to the Contractor by a third party without restriction or
      disclosure.

     

    1.7           “Inventions”
      shall mean any and all inventions, data, drawings, specifications, processes,
      methods, concepts, ideas, designs, circuits, schematics, formulas, algorithms,
      trade secrets, trademarks, patents, copyrights, works of authorship, mask works,
      developmental or experimental work, processes, techniques, and
      improvements.

     

    2.           Products
      & Services.

     

    2.1           The
      Contractor agrees to design the Product for the Company.

     

    2.2           The
      design shall include all of the required elements to realize a fully functional
      Product, including but not limited to, the MMi, baseband, protocol stack, radio
      frequency generation, GPS integration and reception circuitry, printed circuit
      board(s), battery, battery management software, drivers, controllers,
      outer-casing, logic programming key, required filtering devices.

     

    2.3           The
      Contractor shall carry out the design ensuring the Product performs to as a
      minimum the specifications as set out in Appendix I of this
      Agreement.

     

    2.4           The
      Contractor shall design the Product, and then have the Product successfully
      approved to the standards of’, and certificated by, the regulatory bodies of the
      FCC, CE, IC and CCC.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    2.5           Key
      to the design shall be the bill of materials far the Product, the bill of
      materials as set out in Appendix I attached hereto, is the target cost for
      the
      bill of materials required to produce the Product.  The Contractor
      shall provide a full bill of materials within sixty days from the start of
      this
      Agreement, which shall be updated monthly.  The Contractor shall
      notify the Company immediately in writing if the estimated bill of materials
      goes outside the upper limit as shown in Appendix I hereto.

     

    2.6           Throughout
      the design of the Product, the Contractor shall provide the Company with copies
      of all drawings designs and other material as relates to the
      Product.

     

    2.7           The
      physical dimensions of the Product and the physical appearance of the Product
      shall be exactly as shown on the selected illustration contained in Appendix
      IV
      hereto.

     

    2.8           Improvements
      to the Product additional to those features described in Appendix I hereto
      may
      be agreed between the parties from time to time for inclusion into the design
      of
      the Product; all such improvements must be approved by the Company in writing
      to
      the Contractor.

     

    2.9           The
      Contractor also undertakes if requested, to supply such other services as will
      be required for the pre and mass production of the finished Product, including
      without limitation, further design and improvement of the Product, examples
      of
      such further products and services which may be required by the Company are
      set
      out in Appendix III hereto.

     

    2.10           In
      the course of the Product design, the Contractor shall not make the Company
      liable for any royalty or licensing or other on going charges for the use of
      any
      third party technology, components or other products or services, within or
      related to the Product.  The use of such third party technology
      products or services is strictly prohibited without the prior and clear written
      instruction and authorization of the Company, failure to obtain such authority
      shall render the Contractor solely liable for all such on going royalty,
      licensing payments as may be levied against the Product by any third
      party.  Contractor further agrees to defend, indemnify, and hold
      harmless the Company against such claims from third persons.

     

    3.           Quality
      Standards.

     

    3.1           The
      Contractor shall complete all work associated with the design of the Product
      to
      ISO 9001 : 2000 procedures, a quality manual will be maintained by the Supplier
      and Manufacturer.

     

    3.2           The
      Contractor will provide the finished design in line with the specifications
      as
      set out in Appendix I hereto; these specifications shall be the minimum
      acceptable to the Company with the Contractor constantly aiming to improve
      on
      the specifications set out in Appendix I hereto.

     

    3.3           The
      Contractor shall carry out sufficient oil air testing of the Product in the
      USA/Canada and Europe as is required to establish the satisfactory performance
      and stability of the Product.  The results of such on air testing must
      be submitted to the Company for acceptance in writing.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3.4           The
      Contractor warrants to the Company that the Product is not subject to any design
      or intellectual property infringements resulting from design of the
      Product.  The Contractor further agrees to defend, indemnify and hold
      the Company harmless against any such claims.

     

    3.5           If
      a chosen manufacturer reasonably refuses to manufacture the Product as a result
      of design defect or deficiencies the Contractor shall immediately and fully
      rectify such design defect at its own cost.

     

    3.6           Within
      30 days of this Agreement being signed by the parties, the Company and the
      Contractor shall complete a project document file to be updated on an ongoing
      basis as a history of the design by the Contractor, the format for the document
      shall be agreed between the Company and the Contractor as shall the frequency
      of
      updates.

     

    3.7           If
      the Product develops a fault after manufacture resulting in a Product recall
      or
      failure rate in the field in excess of 3%. the Company shall have the right
      to
      die following:

     

    a.           Examination
      by an independent body of the Product to determine if such fault is a defect
      in
      manufacturing, component quality or design.

     

    b.           Where
      such fault is determined to be as a result of the design of the Product the
      Contractor shall, at its own cost, rectify such faults in the design and also
      cover all costs associated with the re-working of die existing Product in the
      field, in manufacture, in transit, or with the Company to rectify such faults
      and defects.

     

    3.8           At
      each of the milestones as set out in Appendix II attached hereto, the Company
      shall receive a sample of the work carried out to date and have the right to
      accept or reject such work in writing.

     

    3.9           In
      addition to the written milestone sign-offs it is the responsibility of the
      Contractor to get the Company’s written acceptance at all stages of the design
      effecting the final performance of the product, including but not limited to,
      final MMI (man machine interface), battery performance, physical design form
      etc.  Any element of the design rejected by the Company where the
      Contractor did not gain written sign-off from the Company shall be rectified
      to
      the Company’s satisfaction at Contractor’s cost. The acceptance of the design
      stages and the sign-off letters shall form part of the project document as
      described in paragraph 35 herein.

     

    4.           Contractor’s
      Representations.

     

    4.1           Contractor
      represents and warrants to the Company as follows:

     

    (i)           The
      Work will not infringe any copyright or other proprietary right of any third
      party;

     

    (ii)           No
      portion of the Work has been created or commenced prior to the date of this
      Agreement; and

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (iii)           Contractor
      will not transfer or assign, directly or indirectly, any right, title, or
      interest in or to the Work to any third party.

     

    5.           Payments.

     

    5.1           The
      Company agrees to pay the Contractor the amounts shown in Appendix II
      hereto.

     

    5.2           From
      time to time, the Company may purchase from the Contractor, in conjunction
      with
      the Contractor, through the Contractor, or for the Contractor, such items as
      are
      set out in Appendix III attached hereto.  The purchase of such
      additional product,; or services shall be at the Company’s
      discretion.  The Contractor shall not make the Company liable in any
      way for further cost than listed in Appendix II attached hereto, without the
      prior -written consent of the Company in the form of an official purchase order
      duly signed and Authorized by a Company Officer issued to the Contractor or
      third party as requested by the Contractor.

     

    5.3           The
      Company agrees to pay for the FCC approval of the Product in accordance with
      the
      payments set out in Appendix II, should the Product fail either of these
      approvals or any other approval for which it is submitted at the first
      examination by the approving body the Contractor shall pay for all subsequent
      re
      submissions for approval until approval is granted by the approving
      body.

     

    5.4           All
      payments from the Company to the Contractor shall be made by wired transfer;
      payments shall be made on or as close as practibly possible to the dates shown
      in Appendix II attached hereto.

     

    6.           Timescales.

     

    6.1           Time
      shall be of the essence as set out in Appendix II of this
      contract.  Failure of the Contractor to achieve the effective delivery
      date as set out in Appendix II attached hereto, for the design of the Product,
      shall render the Contractor liable to credit the Company the amount of 1% of
      the
      Payments as set out in Appendix II hereto, such credits shall become due on
      the
      first of each calendar month after the effective delivery date and be repeated
      thereafter until the supplier delivers the finished Product ready for main
      production.

     

    6.2           Any
      delay in payments from the Company to the Contractor after the agreed milestone
      date other than for rejection of work submitted shall be considered as an
      extension to the effective delivery date without penalty to the
      Contractor.

     

    7.           Title.

     

    7.1           Immediately
      upon execution of this Agreement, and through the design of the Product by
      the
      Contractor, title to the design shall be in the Company, this shall include
      but
      not be limited to all documentation, drawings, software and any equipment or
      tools purchased, procured, or prepared by the Contractor or the Company and
      held
      by the Contractor specifically for use in the design of the
      Product.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    7.2           All
      approvals documentation shall be supplied in the name of the
      Company.

     

    7.3           If
      the Contractor becomes insolvent or ceases to trade, or is unable to perform
      under this Agreement for any other reason, all material including documentation,
      drawings, designs, software, tools and other items procured or prepared specific
      to the fulfillment of this Agreement shall be immediately delivered to
      Company.  Contractor shall not declare any items, tools or other
      material procured specifically for the fulfillment of this Agreement as assets
      of the Contractor’s business -- all such items, tools and other material being
      property of the Company on loan to the Contractor.

     

    7.4           If
      any of the events mentioned in Sections 7.3 or 10.2 occurs, Contractor shall
      hand over the design in as complete a manner as possible where an alternative
      supplier could reasonably be expected to carry on the design of the
      Product.

     

    7.5           The
      Contractor hereby assigns and agrees to assign to the Company or its designee,
      without further consideration, the Contractor’s entire right, title, and
      interest in and to all Inventions (as defined in Section 1.7 above) made,
      conceived, or completed by the Contractor, individually or in conjunction with
      others, resulting Exam work or consulting services performed by the Contractor
      on behalf of the Company or from access to the Confidential Information or
      property, whether or not patentable, copyrightable, or qualified for mask work
      protection.  This assignment includes all rights to obtain, register,
      enforce trade secrets, patents, copyrights, and trademark, fights, and other
      intellectual property protection for such Inventions.  No rights are
      reserved by the Contractor, and the Contractor irrevocably waives its moral
      rights in any Invention.

     

    7.6           The
      Contractor shall without royalty or further consideration disclose to the
      Company all information with respect to any Inventions.

     

    7.7           The
      Contractor when requested to do so by the Company, promptly execute and assign
      any and all applications, assignments and other instruments which die Company
      shall deem necessary to apply for and obtain patents, trademarks, copyrights,
      trade secrets, mask work rights in the United States and in foreign countries,
      for the Inventions, and convey to the Company or to the Company nominee the
      sole
      and exclusive right, title and interest in and to the Inventions or the patents,
      trademarks, copyrights, trade secrets, mask work or applications of any of
      the
      foregoing.

     

    7.8           The
      Contractor shall when requested to do so by the Company, deliver promptly to
      the
      Company evidence for infringement or infringement purposes or other legal
      proceedings and testify in any interference or other legal proceedings which
      relates to any matters on which the Contractor has provided services to the
      Company.

     

    7.9           The
      Contractor and the Company expressly agree that the Product is a “work made for
      hire,” and the Contractor expressly waives and relinquishes any and all
      authorship, copyright, ownership, or other statutory or common law claims to
      the
      Product, or any interest or rights in the Product, except only the right to
      be
      paid in accordance with the Agreement.  The Contractor further agrees
      that in the event it is subsequently determined in a legal proceeding that
      notwithstanding the foregoing language, the Contractor retains any right, title,
      or interest in or to the Product, the Contractor irrevocably agrees to sell,
      transfer, and assign any and all such right, title, or interest to the Company,
      immediately upon the Company’s request, for the sum of One Dollar
      ($1).

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    8.           Procurement
      From Third Parties.

     

    8.1           In
      respect of the Company making purchases from third parties where the Contractor
      has specified the third party and the product or service required as part of
      the
      design or production of the Product, the liability for the suitability of the
      product or service shall rest with the Contractor who shall pay for the purchase
      of subsequent replacement products or services as required directly as a result
      of the unsuitability of product:  purchased by the Company under the
      direction of the Contractor.  This shall apply to all purchases from
      third parties where the Company has been instructed by the Contractor and in
      particular to, but not limited to the procurement of plastic molding tools,
      software, reference designs, components test equipment and the
      like.

     

    8.2           The
      Contractor will notify the Company within 60 days from the commencement of
      this
      Agreement of all additional products and services that will be required to
      put
      the Product in mass production on the effective delivery date, this shall
      include but not be limited to plastics tooling, jigs, software, components
      list
      etc.  The Contractor will liaise directly with the Company’s chosen
      manufacturer to ensure the suitability and compatibility of all such additional
      products and service.

     

    9.           Confidentiality.

     

    9.1           The
      Contractor shall hold all Technology (as defined in Section 1.6) and
      Confidential Information (as defined in Section 1.7 above) in strict confidence
      and shall not disclosure confidentiality regarding all aspects of the product’s
      design, including without limitation, the Technology (as defined in Section
      1.6
      above), and shall not disclose such information to any third persons absent
      prior written authorization by the Company.  Except as required in the
      Contractor’s duties for the Company, the Contractor will never directly or
      indirectly use, disseminate, disclose, lecture upon, or publish articles
      concerning Technology or Confidential Information.

     

    9.2           The
      Contractor shall ensure that all sub-contractors and third party suppliers
      to
      the Contractor complete and sign a non-disclosure agreement (see Appendix V
      “Non-Disclosure Agreement”).

     

    10.           Competitive
      Activities.

     

    10.1           The
      Contractor shall not utilize any of the Company’s technology or designed
      hardware or software in any other product for any third party product the
      Contractor may design in the future.

     

    10.2           Contractor
      acknowledges and agrees that its breach of any of the terms set forth in this
      Agreement, including Sections 7, 8, 9, 10, 11, 12.3 and 13.19 would cause
      irreparable and permanent injury to the Company, which injuries could not be
      adequately compensated by any monetary award. Contractor further agrees that
      if
      such breach occurs, the Company shall have the right, in addition to monetary
      remedies, to seek immediate and permanent injunctive relief against
      Contractor.

     

    
      
        
        

      

      
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    11.           Indemnity.

     

    11.1           The
      Contractor shall indemnify and hold the Company and its officers and employees
      harmless from any and all claims, causes of action, expenses, damages, and
      liabilities which may incur arising from Contractor’s or its personnel’s
      unauthorized acts.

     

    12.           Term
      & Termination.

     

    12.1           This
      Agreement shall conic into effect upon the date of the first payments being
      received by the Contractor or on the date of signature whichever is
      sooner.  This Agreement and all of Contractors obligations hereinafter
      shall remain in force for the life of the products designed by the Contractor
      as
      described in Appendix I hereto.

     

    12.2           The
      Company reserves thee right to terminate this Agreement at any time without
      reason by giving not less than 3 months written notice to the Contractor and
      by
      paying all monies due to the Contractor up to and including the next due
      milestone payment.

     

    12.3           Such
      termination shall not release the Contractor from any of the agreed terms and
      conditions regarding title (see Section 7 “Title”), confidentiality (see Section
      9 “Confidentiality”), competitive activity (see Section 10 “Competitive
      Activities”), indemnity (see Section II “Indemnity”), and power (see Section
      13.19 “Limitation of Powers”) contained in this Agreement.

     

    12.4           The
      Contractor accepts this Agreement in whole for the completion of the Product’s
      design; the Contractor shall not have the option to terminate this Agreement
      other than in the event of the Company becoming bankrupt or
      insolvent.

     

    13.           Miscellaneous.

     

    13.1           Binding
      Effect.  This Agreement will be binding upon and will inure to the
      benefit of each party and, if applicable, their respective successors and
      assigns; provided, however, that, absent prior written authorization by
      Company, Contractor may not assign any of its rights or delegate any of its
      obligations tinder this Agreement and any purported assignment or delegation
      will be void.

     

    13.2           Assignment.  Contractor
      expressly acknowledges and agrees that (1) Company has the absolute right to
      assign its rights under this Agreement to PocketFinder, LLC; and (2) Company,
      or
      its assignee, PocketFinder, LLC, may assign its rights under this Agreement
      to
      such other persons upon the written consent of Contractor, which consent shall
      not be unreasonably withheld.

     

    13.3           Notices
      and Demands.  All demands or notices under or related to this
      Agreement will be in writing and mailed or hand-delivered to the respective
      party hereto at the address specified below or such other address as will have
      been specified in a written notice.  Any demand or notice mailed will
      be mailed first-class mail, postage-prepaid, return receipt-requested and ,will
      be effective upon the earlier of (a) actual receipt by the addressee, and (b)
      the date shown on the return-receipt. Any demand or notice not mailed will
      be
      effective upon actual receipt by the addressee.

     

    
      
        
        

      

      
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              Company:

            	
              PocketFinder,
                LLC

            


    

    
      	
               

            	
              4999
                E. La Palma Ave., Anaheim, CA.
                92807

            


    

    
      	
               

            	
              Attn:  Joseph
                Scalisi

            


    

     

    
      	
               

            	
              Contractor:

            	
              Aero
                Technology UK Ltd.

            


    

    
      	
               

            	
              9A
                East Butts Road, Rugley, Staffordshire,
                England

            


    

    
      	
               

            	
              Attn:  David
                Butler

            


    

     

    13.4           Jurisdiction;
      Choice; of Law.  The parties agree and acknowledge that this
      Agreement has been entered into in the County of Orange, California and that
      such county shall be the exclusive venue for any litigation related to or
      arising from this Agreement.  Further, the Contractor expressly
      acknowledges and agrees that it has sufficient contacts with California to
      make
      it subject to personal jurisdiction within California with respect to any
      dispute between the Company and the Contractor, and the Contractor expressly
      consents to such jurisdiction.  The parties further acknowledge and
      agree that this Agreement and the rights and obligations of the parties
      hereunder will be construed in accordance with and governed by the laws of
      California, without giving effect to the choice of law rules of
      California.

     

    13.5           Arbitration.  The
      parties agree that upon the written demand of any party, whether made before
      or
      after the institution of any legal proceedings, but prior to the rendering
      of
      any judgment in that proceeding, all disputes, claims and controversies between
      them, whether individual, joint, or class in nature, arising from this Agreement
      or otherwise, including, without limitation, contract disputes and tort claims,
      shall be resolved by binding arbitration pursuant to the Commercial Rules of
      the
      American Arbitration Association.  Any arbitration proceeding held
      pursuant to this arbitration provision shall be conducted in the city nearest
      Company’s address having an AAA regional office, or at any other place selected
      by mutual agreement of the parties.  This arbitration provision shall
      not limit the right of either party during any dispute, claim or controversy
      to
      seek, use, and employ ancillary or preliminary rights and/or remedies, judicial
      or otherwise, for the purposes of realizing upon, preserving, protecting, and
      its rights under this Agreement,, and any such action shall not be deemed an
      election of remedies.  Such remedies include, without limitation,
      obtaining injunctive relief or a temporary restraining
      order.  Judgment upon any award rendered by any arbitrator may be
      entered in any court having jurisdiction.  Nothing in this arbitration
      provision shall preclude any party from seeking equitable relief from a court
      of
      competent jurisdiction.  The statute of limitations, estoppel, waiver,
      lathes and similar doctrines which would otherwise be applicable in an action
      brought by a party shall be applicable in any arbitration proceeding, and the
      commencement of an arbitration proceeding shall be deemed the commencement
      of
      any action for these purposes, The Federal Arbitration Act (Title 9 of the
      United States Code) shall apply to the construction, interpretation, and
      enforcement of this arbitration provision.

     

    13.6           JURY
      WAIVER.  THE PARTIES HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY
      AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING
      ANY
      DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG THEM
      ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR ANY OTHER RELATED
      DOCUMENT. THIS PROVISION IS A MATERIAL INDUCEMENT TO EACH PARTY TO ENTER INTO
      THE AGREEMENT.

     

    
      
        
        

      

      
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    13.7           Due
      Authorization.  Each of the parties represents warrants and
      covenants to the other that it has the full right, power and authority to enter
      into this Agreement and there is nothing that would prevent it from performing
      its obligations under the terms and conditions imposed on it by this
      Agreement.  The execution, delivery and performance of this Agreement
      have been duly authorized by all of its necessary corporate and stockholder
      action and constitutes a valid and binding obligation of it, enforceable against
      it in accordance with the terms hereof and any and all consents required to
      be
      obtained have been obtained.

     

    13.8           Duty
      to Act in Good Faith.  Each of the parties to this Agreement
      agrees to act in good faith with respect to all of its rights, privileges,
      duties and obligations under this Agreement.

     

    13.9           Time
      of Essence; Time for Performance.  Time is of the essence with
      regard to each provision of this Agreement as to which time is a
      factor.  Whenever any performance under this Agreement is stated to be
      due on a day other than a business day or whenever the time for taking any
      action under this Agreement would fall on a day other than a business day,
      then
      unless otherwise specifically provided in this Agreement, the due date for
      such
      performance or the time for taking such action, as the case may be, will be
      extended to the next succeeding business day.

     

    13.10         Severability.  If
      any provision or any part of any provision of this Agreement is unenforceable,
      the enforceability of the other provisions and the remainder of the subject
      provision, respectively, will not be affected and they will remain in full
      force
      and effect.

     

    13.11        
      Entire Agreement.  This Agreement embodies the entire
      agreement, and understanding between the parties relating to the subject matter
      hereof, and supersedes all prior and contemporaneous agreements and
      understandings, whether written or oral, between the parties relating to the
      Subject matter hereof.

     

    13.12        
      Headings; References.  The headings at the beginning of each
      section of this Agreement, appendices, attachments. and/or exhibits, are solely
      for convenience and are not part of the Agreement.

     

    13.13        
      Number and Gender.  In this Agreement, the singular will
      include the plural and vice versa and each gender will include the
      other.

     

     l3.14        
      Construction.  This Agreement is the product of negotiation and
      preparation by and among the parties hereto and their respective
      attorneys.  The parties expressly acknowledge and agree that this
      Agreement shall not be deemed prepared or drafted by any one party and will
      be
      construed accordingly,

     

    13.15        
      Representation.  Each party is represented by independent legal
      counsel or has been advised to seek the advice of independent legal counsel
      and
      executes this Agreement acting upon their independent judgment and/or upon
      the
      advice of their respective independent legal counsel, without any
      representation, express or implied, of any kind or nature, except as only
      specifically set forth herein.

     

    13.16        
      Counterparts.  This Agreement may be executed in any number of
      counterparts, each of which shall be deemed to be an original but all of which
      shall constitute one and the same agreement.

     

    13.17        
      Modification.  This Agreement may be modified or amended only
      by mutual written consent of the parties.

     

    13.18         Legal
      Relationship.  The Contractor shall be an independent contractor
      with respect to the Company and shall not be an employee or agent of the
      Company. The Contractor shall not be entitled to benefits, compensation, or
      shares of stock from the Company except as set forth in this Agreement and
      shall
      in no event to any fringe benefits payable to employees of the
      Company.

     

    13.19        
      Limitation of Powers.  Neither the Contractor nor its personnel
      shall have the authority to act as an agent or representative of the Company
      in
      dealing with third parties.  The Contractor and its employees are
      independent contractors, and not employees, agents or representatives of the
      Company.  The Contractor mid its personnel shall have no authority to
      bind the Company to contracts or incur any other legal obligation on the
      Company’s behalf, and any such contracts or obligations so incurred by the
      Contractor or its personnel shall be void.  The Contractor shall at
      all times represent and disclose to third parties that it is an independent
      contractor of the Company, and not all agent or representative of the
      Company.

     

    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
      duly authorized representatives.

     

    
      	POCKETFINDER,
              LLC 	 	 	AERO
              TECHNOLOGY UK LTD	 
	(The
              Company)	 	 	(The
              Contractor)	 
	 	 	 	 	 
	
              /s/
                Joseph
                Scalisi

            	 	 	
              /s/
                David
                Butler

            	 
	
              Title:  President

            	 	 	
              Title:
                Managing
                Director

            	 
	
              Date:  May
                1,
                2007  

            	 	 	
              Date:
                _________________________

            	 


    

                                                                                     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Appendix
      I

     

    The
      Product - PocketFinder

     

    The
      PocketFinder shall be a personal cellular device capable of receiving incoming
      data messages from a remote party and responding to such messages with a data
      message containing the devices current location information obtained using
      GPS
      technology as discussed with and described to the Contractor.

     

    Initial
      Specification Target

     

    Ÿ           GSM/GPRS/SMS
      - Available In 900/1800 & 850/1900

    Ÿ           On
      Board GPS

    Ÿ           Approx
      Dimensions:  35mm DIA x 15 min Width

    Ÿ           Weight:  55
      grains

    Ÿ           Stand
      by / in use time:  200 hrs

    Ÿ           Battery:  3.7V
      Li-ion, 480mAh

    Ÿ           Charger
      Input:  DC5.2V, 600mA Output:  DC 4.2V, 400mA

    Ÿ           V-SIM
      or Permanent Mini SIM (3/1.8V)

    Ÿ           Ambient
      Temp Range - 20 degrees to + 200 degrees

    Ÿ           Water
      Proof

    Ÿ           Extreme
      Shock Resistant

    Ÿ           Inductive
      Charge System

    Ÿ           FCC,
      CE, IC, CCC and PTCRB approvals

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Appendix
      II

     

    Payment
      &Timescales

     

    The
      Company shall pay to the Contractor the total of $1,200,000 USD and 250,000
      common shares of company stock in the following manner:

     

    
      	
              1)

            	
              $25,000
                USD Start of project (Stage 1) Black
                box testing unit:  Due date - Aug 31 2007 -6 50,000
                shares

            


    

     

    
      	
              2)

            	
              $250,000
                USD on completion of 250 Enfora GPRS devices + 50,000 shares (Stage
                2)
                

            


    

     

    
      	
              3)

            	
              $250,000
                USD on completion of pre-production run + 50,000 shares (Stage 3)
                Pilot
                run(l):  Due date - Oct 31st,
                2007

            


    

     

    
      	
              4)

            	
              $250,000
                USD on completion of 1000 unit initial production run + 50,000 shares
                (Stage 4) Pilot run for Gov approvals:  Due date - Nov 30th
                2007

            


    

     

    
      	
              5)

            	
              $200,000
                USD on completion of initial PO manufacturing + 50,000 shares (Stage
                5) :
                Due date - Jan 4th 2008

            


    

     

    Further
      Payments may include the following:

     

    ADDITIONAL
      GSM LICENSING COSTS / IPR COSTS

     

    ADDITIONAL
      FCC/CE/Cl APPROVALS

     

    ADDITIONAL
      SAMPLES OR PRODUCTION UNITS

     

    ADDITIONAL
      WORK NOT COVERED IN INITIAL SPECIFICATION

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    Appendix
      III

     

    Procurement
      of Additional Products & Services

     

    The
      Company may from time to time procure additional products and services required
      to see the product into mass production additional to those set out in Appendix
      II.

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Appendix
      IV

     

    PRODUCT
      IMAGES

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    Appendix
      V

     

    All
      third
      party suppliers of the Contractor actively involved in the design of the product
      shall duly execute a copy of the following NON-DISCLOSURE
      AGREEMENT:

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    NON-DISCLOSURE
      AGREEMENT

     

    THIS
      NON-DISCLOSURE AGREEMENT (“NDA”) is hereby executed and effective as of May 15th
      2007 (“The Effective Date”) by and between PocketFinder, LLC, a business at 4999
      East La Palma Avenue, Anaheim, CA. 92807 (“Principal”), and Aero Technology UK
      Ltd conducting business at 9A East Butts Road, Rugley, Staffordshire, England
      (“Recipient”), for the purpose of protecting Principal’s pending or vested
      patent rights, trademark rights, copyrights, and any other intellectual property
      rights, and any proprietary information rights wherein the proprietary
      information rights include, but are not limited to, Principal’s private and
      confidential business information related to any business discussions
      anticipated by this NDA (“Subject Matter”) and is disclosed solely for the
      purpose of exploring a potential business relationship.

     

    Any
      information (‘‘Information”), related to Subject Matter, to be provided to
      Recipient by Principal, hereunder, is deemed to be proprietary to, and
      confidential by, Principal, and is disclosed by Principal to Recipient solely
      for the purpose of fabricating a prototype or Product.

     

    In
      consideration of the disclosures of Information made by Principal, the parties
      agree as follows:

     

    1.           Recipient
      agrees that it will not, except with the prior written permission of Principal,
      release, disclose, nor publish the Information delivered to, or made available
      to. Recipient in accordance with this NDA.

     

    2.           Recipient
      further agrees to receive such Information solely for purposes provided in
      this
      NDA and. to make no further use of Information except as agreed to in writing
      by
      Principal.  Both parties agree that, for a period of fifteen (15)
      years from the signing of this NDA, Recipient shall not enter into any NDA
      with,
      or negotiate with, any third party concerning Subject Matter of this
      NDA.

     

    3.           Recipient
      agrees to use at least the same degree of reasonable care for protecting and
      for
      preventing disclosure of the existence of this NDA or of Information supplied
      by
      Principal under this NDA to any third party as Recipient uses for protecting
      and
      for preventing disclosure of its own most confidential and proprietary
      information of whatever nature.  The obligation to protect and to
      prevent disclosure under this NDA shall continue for a term of fifteen (15)
      years from the date of last communication of Information hereunder, except
      where
      the Recipient can show that such Information has been known publicly at the
      time
      of disclosure, already developed by the Recipient at the time of disclosure
      without reference to the Subject Matter, prior written authorization to disclose
      and has been duly executed by the Principal, or Principal has already disclosed
      such information to a third party at time of disclosure on a non-confidential
      basis.

     

    4.           Recipient
      agrees to disclose the Information to only those of its employees who have
      a
      need to know for the purposes herein set forth. Recipient will inform its
      employees, to whom such Information is disclosed, of the confidential nature
      of
      the Information and of this NDA, and of their personal obligation not to
      disclose nor use such Information except as herein provided.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    5.           Recipient
      and Principal agree that this NDA or any acts pursuant hereto shall constitute
      neither a joint venture nor a partnership relationship between the parties
      and
      that this NDA may not be modified except upon written amendment which has been
      duly executed by authorized representatives of both parties.

     

    6.           All
      writings, machine readable data, electronic records, verbal communication
      records, non-verbal communications (for instance, photographs, micrographs,
      recorded images, schematic, tables, spreadsheets, graphs, and drawings), audio
      recordings, video recordings, or audiovisual recordings (“Writings”), containing
      Information provided pursuant to this NDA, and any and all copies of such
      Writings, made by Principal, shall be and remain the property of Principal
      and
      shall be returned to Principal immediately upon request, or shall be destroyed
      after they are no longer useful for the purpose of the disclosure.

     

    7.           Nothing
      in this NDA shall be construed as granting or conferring any license or right,
      whether express or implied, in any invention, discovery, or improvement, arising
      from Information, other than as expressly herein recited.  Nothing in
      this NINA shall be construed as assigning any interest, whether express or
      implied, in any invention, discovery, or improvement, arising from Information,
      other than as expressly herein recited.

     

    8.           Principal
      warrants that he has the right to disclose Information hereunder
      provided.

     

    9.           Recipient
      and Principal agree that this NDA shall be applied, construed, and enforced
      in
      accordance with the laws of the State of California, excluding giving effect
      to
      the choice of’ law rules of’ California.  The parties agree and
      acknowledge that this NINA has been entered into in the County of Orange,
      California and that such county shall be the exclusive venue for any litigation
      related to or arising from this NDA.  Further, the Contractor
      expressly acknowledges and agrees that it has sufficient contacts with
      California to make it subject to personal jurisdiction within California with
      respect to any dispute between the Company and the Contractor, and the
      Contractor expressly consents to such jurisdiction.  The parties
      further acknowledge and agree that this NDA and the rights and obligations
      of
      the parties hereunder will be construed in accordance with and governed by
      the
      laws of California, without giving effect to the choice of law rules of
      California.

     

    10.         The
      parties agree that upon the written demand of any party, whether made before
      or
      after the institution of any legal proceedings, but prior to the rendering
      of
      any judgment in that proceeding, all disputes, claims and controversies between
      them, whether individual, joint, or class in nature, arising from this NDA
      or
      otherwise, including, without limitation, contract disputes and tort claims,
      shall be resolved by binding arbitration pursuant to the Commercial Rules of
      the
      American Arbitration Association, Any arbitration proceeding held pursuant
      to
      this arbitration provision shall be conducted in the city nearest Company’s
      address having an AAA regional office, or at any other place selected by mutual
      agreement of the parties.  This arbitration provision shall not limit
      the right of either party during any dispute, claim or controversy to seek,
      use,
      and employ ancillary or preliminary rights and/or remedies, judicial or
      otherwise, for the purposes of realizing upon, preserving, protecting, and
      its
      rights under this NDA, and any such action shall not be deemed an election
      of
      remedies.  Such remedies include, without limitation, obtaining
      injunctive relief or a temporary restraining order. Judgment upon any award
      rendered by any arbitrator may be entered in any court having
      jurisdiction.  Nothing in this arbitration provision shall preclude
      any party from seeking equitable relief from a court of competent
      jurisdiction.  The statute of limitations, estoppel, waiver, laches
      and similar doctrines which would otherwise be applicable in an action brought
      by a party shall be applicable in any arbitration proceeding, and the
      commencement of an arbitration proceeding shall be deemed the commencement
      of
      any action for these purposes.  The Federal Arbitration Act (Title 9
      of the United States Code) shall apply to the construction, interpretation,
      and
      enforcement of this arbitration provision.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    11.           THE
      PARTIES HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE
      ANY
      RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON
      CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG ‘THEM ARISING OUT OF OR IN ANY WAY
      RELATED TO THIS NDA OR ANY OTHER RELATED DOCUMENT.  THIS PROVISION IS
      A MATERIAL INDUCEMENT TO EACH PARTY TO ENTER INTO THE NDA.

     

    IN
      WITNESS WHEREOF, the parties have caused this NDA to be executed by their duly
      authorized representatives.

     

    
      	POCKETFINDER,
              LLC 	 	 	AERO
              TECHNOLOGY UK LTD	 
	(The
              Principal) 	 	 	(The
              Recipient)	 
	 	 	 	 	 
	 	 	 	 	 
	
              /s/
                Joseph
                Scalisi 

            	 	 	
              /s/
                David
                Butler

            	 
	
              Title:  President  

            	 	 	
              Title:  Managing
                Director

            	 
	
              Date:  May
                1,
                2007  

            	 	 	
              Date:
                _________________________

            	 


    

     

                                                                              

    18