License agreement between Arise Technologies Co. Ltd and Communications Consultants Worldwide, Ltd. (CCww)

CCww

MOBILE STATION (MS) PROTOCOL STACK SOFTWARE

LICENCE, MAINTENANCE and CONSULTANCY AGREEMENT

This licence agreement (hereinafter "Agreement"), made as of the last date signed below (hereinafter "Effective Date") is by and between Communications Consultants Worldwide, Ltd., with its principal place of business at Homelife House 26-32 Oxford Road, Bournemouth, BH8 8EZ, United Kingdom (hereinafter "CCww"), and Arise Technologies Co. Ltd., with its principal place of business at 11 F No.268, Beihsin Rd, Section 2, Hsin-Dian City, Taipei County 23143, Taiwan, (hereinafter "Arisetek") and each may be referred to as "Party" or collectively as "Parties".

Agreement version 1.0 4^th February 2008

WHEREAS, Arisetek requires the supply of a GSM/GPRS MS protocol stack software and reterence design with additional services and deliverables outlined in Appendix C to enable it to Design and Manufacture certain Products; and

WHEREAS, CCww desires to provide Arisetek with such protocol stack software and related services as further described herein for immediate commencement of project activities

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein the Parties agree as follows:

1    DEFINITIONS

As used In this Agreement, the following terms shall have the indicated meanings:

2     OWNERSHIP AND LICENCE GRANT

2.1     Ownership

CCww is the owner or licensee of the intellectual property rights that subsist in the Deliverables and all title to these items shall remain vested in CCww or partner or licensor.

2.2 Licence Grant

Subject to the terms and conditions of this Agreement including payment of appropriate fees, CCww hereby grants to Arisetek a personal, non-transferable (except for merger, acquisition or change of control), perpetual, modification, world-wide and non-exclusive licence to use the Deliverables as set out in this Agreement for all of Arisetek's Products. The Licences granted to Arisetek are a Development Licence, Manufacture Licence, and Manufacture Sublicence described below, with further details including fees being given in Appendix D.

In the event of merger, acquisition or change of control of either party, all the rights and obligations under this Agreement shall transfer to the merging, acquiring or controlling entity(s). This means, inter alia, that the entity merging, acquiring or controlling CCww is obliged to continue maintenance and support in a similar manner to the service provided by CCww up to the event of acquisition, merger, or change of control as reasonably required by Arisetek. In the case of CCww being acquired or controlled by a competitor of Arisetek, then Arisetek shall be entitled to acquire a licence for the most up-to-date Source Code for a single payment of £1 M.

2.3 Development Licence

Under the Development Licence, Arisetek shall, at Arisetek Site(s) only, be entitled to:

However, under a Development Licence, Arisetek is not entitled to manufacture Products. Arisetek Sites are shown in Appendix B.

Arisetek will provide CCww with a copy of and details of the changes required in the Deliverables including scripts, utilities, Source Code, within the warranty period as set in Clause 8. CCww will modify the Deliverables to incorporate these changes and provide the production release of the Deliverables to Arisetek.

2.4 Manufacture Licence

Under a Manufacture Licence, (which can only be granted in addition to the Development Licence), Arisetek shall be entitled to:

2.5 Sublicence Rights

Arisetek is entitled to sublicense Image Code incorporated in Arisetek's Product to 3^rd parties in Taiwan and China for manufacture of handsets. Arisetek shall inform CCww that it has signed an agreement with its sublicensees within 7 working days of signature, and provide to CCww the sublicensee company name, address and signatory. Furthermore, Arisetek shall inform CCww of the commencement and termination of manufacture for each sublicensee, within 7 working days. Additionally, before transfer of deliverables under Ansetek's sublicence agreement, Arisetek will ensure that each sublicensee has signed a confidentiality agreement with Arisetek that provides a degree of protection for the Product equal or better to that which exists between Arisetek and CCww.

2.6 Royalties

For each unit of Product manufactured by Arisetek and/or Sub-licensee, a Royalty fee is payable to CCww. Details of Royalties payable are contained in Appendix D.

3     LICENCE RESTRICTIONS

4     RECORDS AND AUDIT

4.1 Maintenance of Records

Arisetek shall at all times maintain complete and accurate records regarding Arisetek's use of the Deliverables and any part thereof, including information on any copies made thereof and the location of such copies, and including for the avoidance of doubt the numbers of copies made for back-up purposes. Arisetek shall maintain records containing information on the production, sale and delivery of all Products. All records required by this clause to be maintained shall be kept for the duration of this Agreement and for a period of six years following its expiry or termination, howsoever caused.

4.2 Arisetek Audit Reports

Arisetek shall provide CCww with an independent commercial auditor's report on a quarterly basis, to assess Arisetek's full compliance with this Agreement. Such report shall contain: production quantity for Products manufactured for the previous Quarter and the royalties thereby due to CCww. Arisetek shall provide the audit to CCww within 50 days of each quarter end, in USA SEC format. CCww shall bear the auditor's fees for information it requests that is in addition to the SEC audit.

5     CONFIDENTIALITY

The Deliverables are confidential and proprietary information of CCww or its licensors. Arisetek undertakes not to disclose to any third party any part of, or information relating to, the same, and Arisetek shall take such measures as are necessary to keep such information strictly confidential (save that Object Code may be incorporated in Products) in accordance with Arisetek's own procedures for confidential information, provided that such procedures are reasonably adequate to maintain the security of the confidential information.

Arisetek will ensure that its employees will be only given access to the Source Code elements of the Deliverables under an obligation of a CCww personal confidentiality agreement.

CCww undertakes reciprocal obligations for Arisetek's confidential information, covering information, records, plans, and specifications supplied by Arisetek to CCww in respect of its Product(s) development and manufacturers.

All Parties' confidentiality obligations herein shall survive expiry or termination for any reason, of this Agreement for a period of 10 years.

6     SERVICES AND CONSULTANCY

CCww agrees to supply service and consultancy, according to the activities and deliverables shown in Appendices A and C and receive payment in return according to Appendix D. Payment Terms and Conditions are described herein.

CCww will make all reasonable efforts to meet delivery Milestones, and timely delivery of services and consultancy. Arisetek shall promptly provide all information, specifications and equipment needed by CCww to perform its obligations, which items may inter alia include: target hardware development platforms, documentation tor development platforms, all necessary connectors and cables for development platforms, DSP firmware to support GSM and GPRS operation. CCww cannot accept responsibility for delays to deliveries caused by delay in provision of information, specifications, or equipment by Arisetek, incorrect information supplied by Arisetek, or defected within any equipment or firmware supplied by Arisetek. If any such delays occur, upon mutual review and agreement, the schedule will be adiusted, with no penalty to CCww. Additionally, CCww reserves the right to charge interest on any payments delayed in this manner.

7     PAYMENT

7.1 FEES

In compensation for the rights granted, options exercised by Arisetek and services rendered by CCww under this Agreement, Arisetek shall pay to CCww all fees arising under this Agreement, including those for the Development Licence, Manufacture Licence, Manufacture Sublicence, Royalties (and/or Royalty buy-out), Maintenance and NRE specified in AppendiX D hereto. Payments are to be made by direct credit into CCww's bank account within thirty (30) business days from the date of CCww invoice, unless otherwise indicated.

Royalties are payable quarterly within 60 days of the Quarter end.

All NRE activities will be undertaken at the rate shown in Appendix D unless undertaken at an agreed fixed price confirmed in writing by CCww and Arisetek. All necessary travel and accommodation for the agreed NRE activities with be undertaken and will be charged at cost. Unless otherwise stated, NRE activities will be charged on a monthly basis.

All monetary figures in this Agreement are in UK-Pounds (£).

7.2 Failure to Pay

If Arisetek fails to effect payment within the stipulated time, CCww shall be entitled to charge interest at a rate of eight (8) per cent per annum above the base rate of HSBC Bank plc in London from time to time, from the time payment was due until the time payment in full is received. CCww may in such event also suspend the fulfilment of its own obligations until payment is made. If Arisetek still has not paid any sum due within thirty (30) business days after the due date, CCww shall be entitled to terminate this Agreement immediately by notice in writing to Arisetek and to recover the outstanding payment due from Arisetek and any costs accrued by the recovery process.

7.3 Taxes

All fees including Royalties are exclusive of, and Arisetek is responsible for, all taxes, including custom duties, import fees, sales, use, withholding, gross revenue and like taxes, dues and charges assessed or incurred in connection with the provision of goods and services under this Agreement.

8     WARRANTY

8.1 Media

CCww warrants that the media on which the Deliverables are recorded upon receipt by Arisetek will be free from defects in materials and faulty workmanship under normal use for a period of ninety (90) days from the date of receipt by Arisetek, and during this period CCww's only liability will be to replace or repair defective media free of charge.

8.2 Warranty Period

CCww warrants for the period before the maintenance service begins (see Appendix C), that the Deliverables, as delivered, conform in all material aspects to the Specification as embodied by the PICS given in Appendix F. However, CCww does not warrant that the Deliverables are defect free. CCww's entire liability under the warranty shall be to use all reasonable efforts to correct the defects in Deliverables brought

to its attention before the expiry of the warranty period. After such expiry, Arisetek will undertake a maintenance agreement outlined in Appendix C.

Where CCww expends effort in the investigation of a defect that is subsequently found to result from software or hardware or documentation supplied by Arisetek, then CCww reserves the right to charge Arisetek for the cost of its investigation.

8.3 Changes by Arisetek

Arisetek agrees that in the event Arisetek undertakes any measure, without the prior approval of CCww, to adapt, modify, revise, Improve or upgrade the Deliverables, or any part thereof, for any purpose including error correction or any other type of maintenance, then such measure undertaken by Arisetek shall render the warranty granted by CCww under this Section 8 not applicable. Furthermore, CCww shall be under no obligation to correct any error or defect in the Deliverables due to such measures undertaken by Arisetek nor be responsible for any disputes, claims, or damages resulting from such measures undertaken.

8.4 Utilities

CCww disclaims any warranty or representations with regard to the Utilities supplied from time to time in connection with the Deliverables. Such Utilities are provided "AS IS" and with all faults and defects and are supplied for illustration purposes and internal use only. Any use of the Utilities by Arisetek for any development is at Arisetek's sole risk.

Arisetek will report defects in the Utilities to CCww, who will at its sole discretion carry out an investigation of such defects and supply any corresponding fixes.

8.5 Performance of Services

CCww warrants that all services provided under this Agreement shall be performed in a professional manner and with all reasonable professional diligence and skill, in accordance with generally recognised professional and commercial practices and standards.

8.6 Implied Warranty

The warranties in sections 8.1 to 8.5 above are CCww's only warranties and, save as provided in this Agreement, no other warranty or condition, express or implied, will apply, including without limitation all other warranties, representations or undertakings relating to performance including any warranties that might otherwise be implied, such as those of satisfactory quality, merchantable quality, merchantability, fitness for a particular or any purpose, or ability to achieve any particular result.

8.7 Extended Warranty

Any provision from CCww to Arisetek for the maintenance of the Deliverables after the period set out in Section 8.1 and 8.2 above, shall be subject to the entry into a Maintenance Agreement between the parties as set out in Appendix C.

9     LIMITATION OF LIABILITY

10     INTELLECTUAL PROPERTY RIGHTS

CCww represents and warrants that it has a free and clear right to enter into this Agreement with Arisetek and that ad a result of entering into this Agreement and except for Essential IPR, that so far as it is aware, no intellectual property rights of any third party have been infringed nor will be infringed by the performance by CCww of its obligations under this Agreement or by Arisetek’”s use of the Source Code in accordance with the terms of this Agreement.

10.2 Intellectual Property Ownership

Arisetek acknowledges that the Deliverables are the intellectual property of CCww or its licensors. No ownership right is granted to Arisetek for any Intellectual property relating to the Deliverables including Source Code.

10.3 Copyright Notices

Arisetek acknowledges that the Deliverables contain copyright and other intellectual property legends of CCww and its licensors, and that the Source Code is constructed so that Object Code may contain corresponding legends. Arisetek agrees not to take any steps to alter or remove such legends or disable the generation of such legends in any and all of the above Including any visible to users of a Product. Arisetek further agrees that all copies of Deliverables shall be marked with the same proprietary markings as are found in the Deliverables as originally delivered to Arisetek.

11     INDEMNIFICATION

Subject to the terms and conditions of this Agreement, CCww shall indemnify Arisetek against damages awarded as a result of a breach of any of the representations or warranties in Section 10 provided that Arisetek (i) promptly notifies CCww and (ii) takes all such steps as CCww may reasonably require in defending any third party claim and does not admit, settle or compromise such claim without the prior written consent of CCww (such consent not to be unreasonably withheld).

In the event that the Source Code or Object Code is, in any settlement or judgement, held to constitute an infringement and the use of the Source Code or Object Code is prohibited, CCww shall, at its expense and option, (a) procure for Arisetek the right to continue using the Source Code or Object Code, (b) substitute other entities that have the same material features, functionality and performance as the Source Code or Object Code or (c) modify the Source Code or Object Code at its expense so that it becomes non-infringing, provided that the modifications do not impair its originally intended use. CCww will compensate Arisetek for lost productivity, revenue, prospects and business due to Arisetek's inability to sell its Products as a result of this infringement. The provisions of this Section 11 state the sole and exclusive liability of CCww for infringement of any patent or other intellectual property rights and is in lieu ot all warranties express, implied or statutory in regard thereto.

Notwithstanding the above, CCww shall not have any liability if the alleged infringement is based upon the use of the Deliverables in combination with other products or devices not furnished by CCww or for any-use of any Deliverables outside the terms of this Agreement. This Indemnification covers all Arisetek Products, which will use CCww Deliverables, as per this Agreement.

12     FORCE MAJEURE

Neither Party shall be liable for any breach of its obligations or delay in performance resulting from causes beyond its reasonable control including, but not limited to, fires, strikes (of its own or other employees), insurrection or riots, or regulations of any civil or military authority, interruption or delay in supplies, including in power supplies, or loss or corruption of data.

13     TERM AND TERMINATION

14     MISCELLANEOUS

For Arisetek:

Arise Technologies Co. Ltd.
11 F No.268, Beihsin Rd,
Section 2, Hsin-Dian City,
Taipei County 23143,
Taiwan
Attention: Allen Liang
Fax: +886•2•89145245
Email: ***@***

For CCww:

Communications Consultants Worldwide LId., Homelife House.
26•32 Oxford Road,
Bournemouth,
BH8 8EZ,
United Kingdom.
Attention: Richard Carter
Fax: +44 1202 318 151
Email: ***@***

IN WITNESS WHEREOF, each Party has executed this Agreement on the date set forth below.

Appendices: The following Appendices are attached hereto and incorporated herein:

• Appendix A: Statement of Work (SoW)

• Appendix B: Arisetek Sites

• Appendix C: Deliverable Items, Maintenance Services

• Appendix D: Fees

• Appendix E: PICS

• Appendix F: Training Course Outline

• Appendix G: NXP Licence Restrictions

• Appendix H: Identification of Source and Object Deliverables

15 Appendix A 
     Statement of Work (SoW)

This may include:

Both of the above are subject to payments outlined in the section NRE, Travel and Accommodation,

16 Appendix B
      Arisetek Sites

The CCww Deliverables will be located on the following additional Arisetek site(s) with the appointed responsible Arisetek stall member(s):

Note

17 Appendix C
       Deliverable Items

Unless otherwise stated, all items delivered under this Agreement will be sent to the first address given in Appendix B “Arisetek Sites'. CCww and Arisetek may agree in writing alternative delivery locations for specific items as required.

17.1 Protocol Software Deliverables The GSM protocol stack deliverables are:

• GSM L1 integration with PNX 4904, L2 and L3, comprising:
• Object code for L1 asynchronous, LAPDm, RR, MM, SIM i/f, SMS, CC, SS, REG, MN for quad-band
• Header code and selected source code for compilation process to create updated image code (see Appendix F for details)
• GHDI source code (General Hardware Interface)

The GPRS protocol stack deliverables are:

• GSM/GPRS Multi-slot Class 12 L1 integration with PNX 4904, L2 and L3, comprising:
• Object code for L1 asynchronous, MAC, RLC, LAPDm, GRR/RR, LLC, GMM/MM, SIM ilf, SM, GSMS, CC, SS, SNDCP, MN, and REG for quad-band
• Header code and selected source code for compilation process to create updated image code (see Appendix F for details)
• GHDI source code (General Hardware Interface)

The NXP deliverables are:

• NXP sample driver source code as required, from the following list:
• Application Drivers
• battery management
• camera image conversion
• various still camera drivers: TCM8230MD, OV7660, VS6624, VS6724
• Flash Drivers
• NAND
• NOR
• SO card
• FM Tuner driver
• LCD Display Drivers:
• SlD15605, S1D15606,S1D15607,S1D15608,S1D15609,S1D19111,S1D19101,wx12864ap1
• Input I Output /Other
• Aux ADC, Aux DAC, Aux Par, DMA, EMC, GEDA, GPIO, GPSR, GP timers, IRQ control, IRQ priorities, IRQ Ids, Keypad, PWM, RTC, SCI, SSI, UART, Watchdog

Other Deliverables:

• JHAT graphical analysis and field trial tool
• Documentation, comprising:
• PICS
• UG/358 (jHAT User Guide)
• UG/103 (AT Command User Guide)
• CCWW/UG/365 (jHAT Engineering Screens User Guide)
• UG/366 (jHAT Quick Reference)
• INT/110 (Call Flow Examples)
• DES/112 (Debug Conduit Data, Data Encoding Formats)

Notes:

17.2 Software Maintenance Service

CCww will provide a maintenance service from initial training on the protocol stack onward development and test phase, through manufacture to product in-service. The service provides:

• Assigned customer contact

• Co-ordination of reviews

• Monthly management summary

• Hotline and email support 5 days / wk; on-site when agreed to be necessary

• Initial problem data gathering, investigation and advice

• Secondary investigation and work-around (where appropriate)

• Defect fix provision (patch and consolidated releases)

• Updates to supplied functions based on version upeates according to changes to the 3G PP standard version

• Regular upeated to consolidate patches

• 2^nd line support for Arisetek's sublicensees

18 Appendis D
      Fees

All fees will be guaranteed by letter of credit or eqyivalent.

18.1 Licences

The licence fees are:

For GPRS upgrade:

Notes

Further to (4) above:

• If Arisetek does not undertake an IPO on Nasdaq by start of June 08, Arisetek pays to CCww the remaining £55K of development licence fee to the full value in column A
• If, 12 months after IPO, the share value is below $5, then Arisetek shall pay to CCww the remaining £55K of development licence fee to the full value in column A
• Whereby, 12 months after IPO, the share value is above $5, then CCww shall rebate to Arisetek £55K: this payment to be either in cash or returned shares at CCww's discretion

18.2 Royalty A per-unit royalty is payable for each unit manufactured, according to the following table:

Notes

1      GPRS royalty includes GSM royalty
2      The above royalty amounts will be negotiated between CCww and each sublicensee, and are dependent on chip source and price.
3      The royalty may be combined into the chip price.

18.3 Protocol Stack Maintenance Service

The maintenance fee is payable on a 6-monthly basis, in advancd, on sublicence signature. There is a 10% reduction in the annual fee if paid 12-months in advance. The fees are:

Notes

18.4 NRE, Travel and Accommodation

The NRE rate for CCww is £105 per engineer per hour.

Consultancy and services activities may involve travel and accommodation that will be charged at cost as undertaken.

18.5 Nucleus RTOS & TCP/IP

The Nucleus RTOS and TCP/IP stack is licensed from Mentor Graphics. Arisetek should obtain appropriate licences from Mentor Graphics for these software components (i.e NucleusPLUS, NucleusNET, NucleusPPP). In order to speed up engagement. CCww may create a temporary evaluation licence of 4 weeks duration in order for Arisetek's activities to start without delay.

19 Appendix E
      PICS

A sample PICS is contained in a separately supplied document entitled:

• (TBD)

20 Appendix F
      Training Course Outline

The training program will be tailored to provide an overview description of the GSM/GPRS protocol stack, provide details of the

external interfaces, and details of the debugging available. The course will cover the following:

The above course will last 2-3 days, depending on number of attendees and prior experience.

21 Appendix G
      NXP Licence Restrictions

1. Description of NXP Licensed Materials:

     (a) NXP Layer 1 Materials, which may include, Synchronous Physical Layer (SPL) object code provided as a library, SPL header files source code, Baseband Layer (BBL) object code provided as a library, Audio Baseband Layer (ABL) interface header file source code.

     (b) NXP Drivers, which may include, Platform drivers provided as an object code library and header files source code, system drivers provided as an object code library and header files source code, device drivers provided as source code (subject to permission by peripheral manufacture as needed), NXP's CP2102 USB to UART PC driver (for EVP/PC connectivity) provided as object code.

     (c) NXP's Tools, which may include, Lab Tools provided by CCww as object code, NVRAM editor provided as object code, flash loader provided as object code, NVRAM contents provided as data in XML file.

2. NXP Licence: Pursuant to the terms and conditions set out in this Agreement, CCww hereby grants Arisetek a world-wide, non-transferable, non-exclusive, royalty-free, perpetual license to the above identified NXP Licensed Materials to:

22 Appendix H
       Identification of Source and Object Deliverables

The following 2 tables show which of the protocol stack deliverables shall be supplied in Source Code form.

For GSM:

For GPRS:

PAGE 01/02

Communications Consultants Worldwide Limited
Homelife HOIlse
26--32 Oxford Road
Bounemouth
BH8 8EZ
UK
Tel: (+44)1202 318161
Fax: (+44) 1202 318151

FAX

To: CHIEH – HIS LIN , AGLOW

Fax no: + 886 2 2700 3455

From: RICHARD CARTER

Date: 4 / 6 /2008

Pages: 2 (including this cover sheet)

Subject fully signed agreement follows:

Regards

RICHARD CARTER (Signed)

PAGE 02/02

AGLOW COMMUNICATION CORPORATION LIMITED
UNIT 511.5/F,TOWER 1. SILVERCORD, 30 CANTON ROAD,
TSIMSHAT'SUI . KOWLOON. HONG KONG
Shenzhen Office: (T)86-755-83849448 (F)86-755-83849736

This AGREEMENT is made and entered into as of this, the 20^th day of May, 2008 by and among: Arise Technologies Co. Ltd., a corporation duty incorporation and existing under the laws of Taiwan with its principal office located at 4F. No.9. Ming-Te Rd., Hsin-Dian City,. Taipei County, Taiwan. R.O C.
(hereinafter as "ATC"):

Aglow Communication Co. Ltd., a corporation duty incorporation and existing under the laws of Hong Kong Special Administrative Region of the People's Republic of China with its principal office located at Unit 511, 5/F Tower 1. Silvercord, 30 Canton Road, Tsimshatsui, Kowloon Hong Kong (hereinafter as "ACC"); and

Communications Consunants Worldwide Limited., a company under the laws of England with its principal office located at Homellfe House 26-32 Oxford Road, Bournemouth . BH8 8EZ . United Kingdom
(hereinafter as "CCww").

WHEREAS. on February 4^th, 2008. ATC signed the "Mobile Station Protocol Stack Software license. Maintenance and Consultancy Agreement” (hereinafter as "Software Agreement") (see attachment) with CCww on behalf of ACC. a founding company, under the Instruction of Arise Technologies Inc., the mother company of ATC and ACC. ATC has paid license fees to CCww accordingly up to the current date.

WHEREAS. on March 17^th.2008. ACC has completed the registration procedures in Hong Kong and became a legal business entity.

Assignment
NOW THEREFORE, agreed by all parties, at ATC's rights and obligations set forth in the Software Agreement will be completely transferred to ACC immediately upon this AGREEMENT being signed by the parties. ACC shall remit all prior payments under the Software Agreement to ATC.

ACC will sub-contract all development work to ATC; therefore there is no change to the site for the deliverables.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duty authorized representatives on the date of its execution.

Communications Consultants Worldwide limited

Richard Carter        Richard Carter (signed)                                                                                Date: 4/ 6 /2008
Title : Managing Director

Aglow Communlcaflon Corp. limited

Chieh-Hsi Lin         Chieh-Hsi Lin (signed)                                                                                  Date: April 1^st ,2008
Title: Director of the Board

Arise Technologies Co., LTD
Allen S. Liang          Allen S. Liang (signed)                                                                                Date: April 1^st ,2008 
     Title : General Manager

Attachment : A copy of the Software Agreement
_______________________________________________________________________________________________