This Memorandum of Understanding (MOU) is made on 4th Oct. 2008 between..

Syed SharukhSecurity EvangelistInfo Dominion

MoU RFID ASSET / PEOPLE MGMT

For the purposes of this MOU, “RFID Asset / People Management” shall mean a collaboration relating to research or business management in the IT industry.The parties are interested in exploring the possibility of establishing a cooperative relationship, including the carrying out of Projects relevant to their respective capabilities

Let's make it...together..

RESPONSIBILITIES DAS NETWORKS / INFO DOMINIONPremises R &DIT Infrastructure People MgmtUtilities Min 4 hrs.People 10k RetainerWork Capital 1 % of every saleBusiness Development 10 % equity In UAE +5% increase yr2 +5% “ Yr 3 PATENTS SHARE66% 34 %

RECITALS

Whilst the DAS Networks and Info Dominion have acknowledged that this MOU is not intended to set out contractual terms governing the conduct of any Project, it is expected to result in:The sharing of relevant information on a confidential basis with the aim of identifying needs and capabilities of both parties;The establishment of a working relationship between the parties which is targeted to the parties’ specific needs;

RECITALS cont..

The establishment of Projects of interest to both parties;

Determining the details of such Projects, the Project work plan, funding and the rights to outcomes.

SCOPE OF THE PROJECT

The parties will co-operate to:1. Identify Projects of interest to the parties;2. Facilitate the development of proposals for Projects between the two organizations including exploring possibilities for grants and other forms of funding;3. Determine the terms and conditions of the agreements under which each Project will be conducted and the intellectual property arising from the Project will be owned and licensed (“Collaboration Agreements”);

SCOPE OF THE PROJECT cont.

4. Establish those Projects; and5. Conduct an annual review of current and future Projects approximately one (1) week prior to the anniversary of the execution of this MOU.Subject to the terms of any Collaboration Agreement agreed to, each party will have the right, in any field related to the Project or otherwise, to:

SCOPE OF THE PROJECT cont.

Conduct business or research independently, whether or not with third parties; Continue existing commitments, or make new ones; andExploit or otherwise take advantage of its intellectual property.

COLLABORATION AGREEMENT

The parties confirm their intention to negotiate and settle the terms of a Collaboration Agreement in respect of which each Project will take place.

Each Collaboration Agreement will include provisions dealing with, amongst other things:

COLLABORATION AGREEMENT cont.

The provision of a Project plan pursuant to which the Project will be carried out which will include information pertaining to technical objectives, statement of work, deliverables, schedule, decision gates, resource requirements and costs; The funding arrangements for the Project;

COLLABORATION AGREEMENT cont.

The provision for the parties to hold periodic Project review meetings to assess the management and the progress of the Project and the status of any expenditureprovisions dealing with intellectual property, including ownership and exploitation; and relevant commercial arrangements between the DAS Networks and Info Dominion

CONFIDENTIALITYFor the purposes of this MOU, “Confidential Information” means information that:(a) is by its nature confidential;(b) is designated by the parties as confidential; or(c)The parties know or ought to know is confidential and includes without limitation the terms of this agreement and all information about the parties, their employees, agents, policies and operations which is made available or which becomes known during the term of this agreement or as a result of executing this agreement;

CONFIDENTIALITY cont..

The parties may exchange Confidential Information relevant to proposed Projects.Each party undertakes to treat as confidential all Confidential Information obtained from the other party and undertakes not to divulge any Confidential Information to any person without first obtaining the consent of the other party in writing.

CONFIDENTIALITY cont..

Each Party will take such reasonable steps to provide for the safe custody of any and all Confidential Information in its possession and to prevent unauthorised access thereto or use thereof.At any time upon the written request of a party, the other party must return any documents which embody Confidential Information and must not keep any copies in any form.

TERMINATION AND AMENDMENT

The term of this MOU is a period of 3 months (90 days) from the date of executionThis MOU may be terminated by mutual consent of the parties. Either party may terminate this MOU upon one (1) month written notice to the otherThis MOU may only be amended by agreement in writing between the parties but not otherwise.

Thank You