CENSE AGREEMENT ¹_____/____ This agreement is concluded between Anatoliy Lazarenko, hereinafter referred to as "licensor", whose whereabouts are: 32/88 Groznenskaya Str., Kharkiv, Ukraine 61124, on the one hand, and _________________whose whereabouts are: _______________________, hereinafter referred to as "licensee", on the other hand. Taking into consideration that: 1) licensor possesses the knowledge and experience in placing by means of office or home jet printer images on "wallpaper" and advertising self-adhesive films, including those with holographic pattern and metallized ones, as well as in stickers and badges production with the use of above mentioned images; 2) licensor has a right to negotiate on behalf of him about the matters of license granting and signing the corresponding agreements ; 3) according to the terms of hereby agreement licensee wants to buy the license to apply the mentioned knowledge and experience with an aim for the "process" realization, production, use and sale of the "licensed product"; Both sides agreed on the following: Article 1. DEFINITIONS The following terms, which are used in the existing agreement, mean: "Process" – an act of application of images by means of jet printer of the type Epson Stylus Color 600-800, HPDeskJet600-900 (and the like) on "wallpaper" and on advertising self-adhesive films, including those with holographic patterns and metallized ones, as well as stickers and badges production with the use of above mentioned images; 1.1. "Process" - an act of application of images by means of jet printer of the type Epson Stylus Color 600-800, HPDeskJet600-900 (and the like) on "wallpaper" and advertising self-adhesive films, including those with holographic patterns and metallized ones; 1.2 " Licensed product" – a result product of "process" use; 1.3 "Know-how" - knowledge, experience and production secrets required for "process" realization and "licensed product" production. 1.4 "Technical documentation" – technical manuals required for "process" realization and “licensed product” manufacturing as a paper illustrated set of "process" description; 1.5. "Patents" – those patents and patent requests concerning "know-how", "process" and “licensed product” belonging to the "licensor", as well as the patents, which will be obtained on "process" and “licensed product” manufacturing due to those requests. 1.6 "Territory" - a populated area, in which licensee resides or is registered; 1.7 “Non-exclusive right zone” - a country, in which licensee lives or is registered; Article 2. AGREEMENT SUBJECT 2.1 According to the paragraph 5 of this agreement the licensor for provided remuneration gives to a “licensee” a non-exclusive right on know-how use for process realization and licensed product manufacturing, use and sale on territory and a non-exclusive right of licensed product sale in non-exclusive right zone. Herewith licensor undertakes to deliver to licensee a starting material kit for technology testing and know-how for process introduction, that kit sufficient for fabrication not less than 80 stickers sized 25õ25mm on each from three different types of holographic backgrounds and 250 plastic bases of badges for these stickers. 2.2 Licensee has no right to realize the process and manufacture licensed product outside the territory without licensor’s written permission. 2.3 Licensor undertakes to render a help to licensee in acquisition of materials for process realization and licensed product manufacturing during the whole agreement duration to deliver the mentioned materials available in licensor’s property only to licensees at the minimum possible prices published on licensor’s web site at WEB-page http://ktts.kharkov.ua/~lazart/index.html. Delivery expenses of these materials are not included in the specified prices and these expenses should be paid by licensee. The licensee undertakes to provide the licensor with information on the suppliers that are able to offer the similar materials at lower prices. 2.4. In the event of breach by licensee of the conditions of this article licensor has a right to terminate the agreement, moreover, licensor has a right to get indemnities for the losses, caused by such a breach, including lost profit. 2.5. This agreement gives licensee no right for any operations with process patents (excluding potential partner for co-patenting with licensor in non-exclusive right zone search) without written licensor permission. With other conditions equal licensee has preferable right to be licensor’s co-patenting partner in non-exclusive right zone. Article 3. TECHNICAL DOCUMENTATION Technical documentation is made by licensor in Russian or English language in a volume, sufficient for reproducing process and in a course of a week after the more latest of two events - a reception by licensor existing agreement signed by licensee and arrival on the licensor’s account in "Grant" Bank, Kharkiv amounts, described in p. 5.2. of this agreement and is sent to licensee by e-mail or is handed to the accredited representative of the licensee in Kharkiv. Article 4. WARRANTIES AND RESPONSIBLITY 4.1 Licensor guarantees that volume and quality of technical documentation will allow the licensee to realize process and adjust the production of licensed product while licensee guarantees the qualitative realization of the process and licensed product manufacturing in accordance with the specified documentation. 4.2. The Licensor does not hold any responsibility for the consequences of the misusage of the described know-how. The latter are delivered "as it is", and since there is a use of uncertified by producing companies characteristics of different materials, licensor does not give neither direct, nor indirect warranty of any type for the possibility of their satisfactory using by a definite client. The licensor does not hold any responsibility for a casual or willful damage and its consequences, arisen as a result of the use of the described know-how. This restriction includes any losses in business, lost income and resulting consequences, arisen from the use of described know-how. Article 5. PAYMENTS 5.1 As a reimbursement for granting the rights, provided by the present agreement, and for the transferring of technical documentation on know-how, licensee pays to licensor a remuneration as it follows: 5.2 The only payment in an amount, equal to US$25 through the system of banking orders of Anelik or any other acceptable for both parties way. 5.3. All expenses on money orders takes the licensee. Article 6. DUES AND TAXES All dues, taxes and other expenses connected with a conclusion and execution of this agreement charging on territory and in zone of the non-exclusive right, as well as all expenses in connection with the exchange of currency and remittance of the disposable payment on the name of the licensor in "Grant" Bank, Kharkiv, carries the licensee. All dues, taxes and the other expenses (excepting those mentioned in paragraph 2.3), connected with conclusion and execution of this agreement taken on the territory of the Ukraine carries the licensor. Article 7. PROVISIONS OF CONFIDENTIALITY 7.1 Licensee guarantees to preserve confidentiality to documentation, information, including know-how related to the process and licensed product received by him from the licensor. With the sent documentation and information will be acquainted only those persons of the personnel of the licensee, who are directly connected with the realization of process and licensed product manufacturing. The licensee will do all the best to prevent the divulgence of this information and documentation by their own employees or open it to the third party without a written consent of the licensor. 7.2 In the event of divulgence of the specified documentation and information by licensee or persons from his personnel, licensee will indemnify the licensor incurred in this connection losses. Article 8. ADVERTISEMENTS 8.1 Licensee undertakes at his own costs to realize all the possible advertisements of the licensed product ensuring its maximum (optimum) sale. 8.2 Licensee undertakes to refer in corresponding advertising papers and addresses to outside suppliers of material for realization of process that this product is produced with LazArt technologies. Article 9. DURATIONS OF THE AGREEMENT AND CONDITIONS OF ITS TERMINATION 9.1 Present agreement is concluded for 5 years term and takes effect since the date of its signing. The Present agreement can be prolonged by the mutual agreement of the sides. The conditions of the prolongation of duration of this agreement will be determined by the sides six months before the expiration of the term of the present agreement. 9.2 Licensor has a right to terminate the present agreement ahead of expiration time by presenting to the licensee with a written notice if licensee breaks one of any essential conditions of the present agreement. The termination of this agreement due to p.9.2 will not occur automatically, and licensee will have a period of 3 months for execution of his own obligations. 9.3 Rejection or cancellation of patents on the territory and in non-exclusive right zone during the whole duration of the agreement is not a reason to change the conditions of this agreement or its termination. 9.4 In the event of termination of the agreement the amounts paid before the time of its termination are not a subject of returning . Article 10. CONSEQUENCES OF THE TERMINATION OF AGREEMENT 10.1 After the expiration of the term of this agreement or its termination the conditions of Article 7 and 11 remain valid. Article 11. ARBITRATIONS 11.1 In the event of dispute between licensor and licensee or discords caused by the present agreement or in connection with it, the sides will take all the measures to solve it by means of negotiations. 11.2 Disputes or discords on which the sides will not come to an agreement are the subject to consideration in the corresponding courts of Kharkiv. Article 12. OTHER CONDITIONS 12.1 Invalidity of any of the conditions of this agreement does not entail invalidity of other conditions or entire agreement as a whole. 12.2 Right and duties of the licensee according to this agreement can not be given to another legal or physical person without a written consent to it of the licensor. 12.3 All the negotiations and correspondence preceding to the conclusion of this agreement become null and void since the moment of its signing. 12.4 All the changes and addenda to this agreement must be done in writing and signed by accredited on that persons. 12.5 Mentioned in this agreement appendixes ________, the whole on __ sheets of paper form its integral part. 12.6 Present agreement is made in the city of Kharkiv "__" ________ 200__ and in _______________ "__" ________ 200__ in two duplicates and both texts have equal capacity. THE LEGAL ADDRESS of the SIDES: Licensor Licensee Lazarenko Anatoliy Grigorievich, Groznenskaya st. 32/88, Kharkiv, 61124, Ukraine On behalf of licensor On behalf of licensee Lazarenko A.G. Surname/job title Licensee/confidentiality responsible person’s/ passport or substituting document copy is attached.