License agreement

Moscow «09 January 2012»

Between Russian and Canadian legal entities about granting non-exclusive license for the use of an inventions in the territory of the RF.

Denis Vakin «Deluxe LTD» hereinafter referred to as a Licensor, on the other side, Victoria Vaganova «ABC Inc.» and hereinafter referred to as a Licensee, on the other side.

Whereas

1. The Licensor is the Proprietor of the Patent of the Russian Federation № 2336184 for Еhermoelectric air conditioning.

2. The Licensee desires to obtain on the terms and conditions of the present Agreement a License for the use of the invention for which the patent № 2336184 have been granted, with a view to manufacture, utilize. import, Offer for sale, to sell and to introduce in economic turnover the product produced on the basis of the said invention, as well as to apply the process protected by the patent (any combinations of modes of the use may be indicated in the Agreement), have agreed as to the following:

1. Definitions

The following terms, used in the Agreement, shall mean:

1.1. «The Patents» provided by Licensor patent of Russia, as well as patents in Russia, which will be issued for inventions, applications for which have already been filed in the Patent Service of Russia.

1.2. «The Licensed Product» is the production that will be manufactured under the License.

1.3. «Special Production» is the production not falling under provisions stipulated by Para 1.2 of the present Agreement additionally worked out by the Licensee utilizing the invention protected by «The Patents».

1.4. «The Special Equipment» is the equipment required to manufacture «The Licensed Product».

1.5. «Confidentiality» is to taking measures to prevent unintentional or intentional divulgation of information relating to «The Patents».

1.6. «The Reporting Period» is the period of activity of the Licensee in fulfilling the terms and conditions of the present Agreement within each 12 months, beginning from the date of entering into force of the present Agreement.

1.7. «The Territory» is the regions in conformity with the political and administrative division of Russia, or a branch of the industry, etc.

1.8. «Net Payments» arc payments when all possible fees, duties, and taxes are paid up by the Licensor.

2. Subject of the Agreement

2.1 Licensor grants to Licensee under the terms of this agreement and for a fee, paid by the Licensee, a nonexclusive license to use the invention protected by the "Patent".

The Licensee with the right to: manufacture, use, import, sale, or introduction of "Licensed Products" in the economic turnover and / or "special products" (using the appropriate "Special Equipment"), including components, parts and raw materials used by the Licensor to "the territory".

Licensor reserves the right to use the above invention, and grant non-exclusive licenses to third parties.

2.2 Licensor shall give Licensee the technical and other documentation as is necessary and sufficient for the use of the invention in accordance with Clause 2.1, shall provide technical and other assistance, and, if necessary, to deliver designs and materials, as well as "special equipment".