INTELLECTUAL PROPERTY LICENSE AGREEMENT

1.	A complete draft of a Form S-1 Registration Statement under the Securities Act of 1933 for a blank check company that proposes to conduct a fully integrated registered offering of securities pursuant to Securities and Exchange Commission Rule 419 (the “Registration Statement”);

2.	A complete draft of the prospectus that forms a part of the Form S-1 Registration Statement including the financial statements and subscription documents incorporated therein (the “Prospectus”);

3.	Complete drafts of any additional agreements or other documents that are required to be filed as exhibits to the Form S-1 Registration Statement (the “Exhibits”); and

4.	Any changes, modifications or amendments to the Registration Statement, Prospectus or Exhibits arising from pre-effective amendments to the Registration Statement or any of the documents included or incorporated therein.

1.	Use all or any part of the Licensed Materials in connection with the preparation of a Form S-1 registration statement under the Securities Act of 1933, including the Prospectus, Exhibits and other documents included therein;

2.	Use all or any part of the Licensed Materials in connection with the preparation of any required pre-effective or post-effective amendments to the Licensee’s Form S-1 Registration Statement;

3.	Use all or any part of the Licensed Materials in connection with the preparation of any subsequent reports or proxy statements that the Licensee may be required to file under the Securities Exchange Act of 1934 and that are based in whole or in part on the Licensed Materials;

4.

File the Derivative Works with the Securities and Exchange Commission, other securities regulatory authorities, the National Association of Securities Dealers, Inc., domestic or foreign securities exchanges and other governmental or self-regulatory organizations that are or may be directly or indirectly involved in the regulation of the securities industry;

5.	Use, display, reproduce, translate into other languages, exploit, disseminate, and distribute complete and accurate copies of the Derivative Works in accordance with the rules and regulations of the Securities and Exchange Commission and other securities regulatory authorities;

6.	Publish, disseminate and otherwise distribute an unlimited number of complete and accurate copies of the Derivative Works in conformity with the rules of the Securities and Exchange Commission and established practices in the securities industry; and

7.

Grant a general authorization that will permit Authorized Users, including but not limited to the Securities and Exchange Commission, other securities regulatory authorities, brokers, dealers, underwriters, third-party information disseminators and others, to engage in the unrestricted distribution and dissemination of complete and accurate copies of the Derivative Works in conformity with the rules of the Securities and Exchange Commission and established practices in the securities industry.

1.	File Transfer. Copies of the Licensed Materials will be provided to the Licensee through electronic transfer, by means of File Transfer Protocol or otherwise.

2.	Physical Media. Copies of the Licensed Materials will be provided to the Licensee on digital computer disk or other electronic media for use on the networks and workstations maintained by Licensee and its Authorized Users.

3.	Network Access. The Licensed Materials will be stored at one or more Licensor locations in digital form accessible by telecommunications links between such locations and the networks of Licensee and its Authorized Users.

4.	Printed Copies. Copies of the Licensed Materials will be provided to the Licensee in printed form for use and copying by Licensee and its Authorized Users.

1.

Such Derivative Works may only be used by the Licensee in connection with the registration of its proposed public offering of securities under the Securities Act of 1933, the satisfaction of its reporting obligations under the Securities Exchange Act of 1934 and the implementation of the offering protocols, business methods and plan of operations embodied in the Licensed Materials;

2.

All pre-effective amendments to the Licensee’s Form S-1 Registration shall be prepared by the Licensor, or outside legal counsel selected and paid by the Licensor, and title to any additional copyrights or other intellectual property arising from such pre-effective amendments shall, subject to the terms of this Agreement, be vested exclusively in the Licensor; and

3.	Licensee expressly agrees and acknowledges that any additional copyrights arising from such pre-effective amendments shall not constitute a work for hire or confer on Licensee any rights that vary in any material respect from the License granted by this Agreement.

1.	Full and part time employees (including attorneys, accountants, advisors, consultants and independent contractors) of Licensee, regardless of the physical location of such persons;

2.	The U.S. Securities and Exchange Commission, other domestic or foreign securities regulatory authorities, and all employees (including attorneys, accountants, advisors, consultants and independent contractors) thereof.

3.

The National Association of Securities Dealers, Inc., every domestic or foreign stock exchange and every domestic or foreign self regulatory organization that regulates or purports to regulate any aspect of the securities business, and all employees (including attorneys, accountants, advisors, consultants and independent contractors) thereof.

4.

Every NASD member broker-dealer and every domestic or foreign broker dealer who is not an NASD member but is otherwise licensed or authorized to act as a broker-dealer in any domestic or foreign jurisdiction, and all employees (including attorneys, accountants, advisors, consultants and independent contractors) thereof.

5.

All information services that provide printed or electronic copies of documents, summary information, technical analysis, investment advice or other data or information relating to companies that have registered their securities under the Securities Act of 1933 or the Securities Exchange Act of 1934, and all employees (including attorneys, accountants, advisors, consultants and independent contractors) thereof.

6.

Every person, firm or legal entity, however constituted, that has a legal or equitable right to receive or review printed or electronic copies of documents, summary information, technical analysis, investment advice or other data or information relating to companies that have registered their securities under the Securities Act of 1933 or the Securities Exchange Act of 1934, and all employees (including attorneys, accountants, advisors and independent contractors) thereof.

7.

Every other person or legal entity, however constituted, that has an interest in receiving or reviewing printed or electronic copies of documents, summary information, technical analysis, investment advice or other data or information relating to companies that have registered their securities under the Securities Act of 1933 or the Securities Exchange Act of 1934.

1.	Display. Authorized Users shall have the right to electronically display complete and accurate copies of any Derivative Works that are based in whole or in part on Licensed Materials.

2.	Digitally Copy. Authorized Users may download and digitally copy complete and accurate copies of any Derivative Works that are based in whole or in part on Licensed Materials.

3.	Print Copy. Licensee and Authorized Users may print an unlimited number of complete and accurate copies of any Derivative Works that are based in whole or in part on Licensed Materials.

4.	Dissemination Fees. Authorized Users may charge a reasonable fee for services rendered in connection with the printing, publication, distribution or other dissemination of complete and accurate copies of any Derivative Works that are based in whole or in part on Licensed Materials.

5.

Databases. If all or any portion of the Derivative Works are included in a database, compilation, or collection of information, Authorized Users shall be permitted to extract or use information contained in the Derivative Works for criticism, analysis, comment, news reporting, education, scholarship, research and other reasonable purposes, including extraction and manipulation of information for the purpose of illustration, explanation, example, comment, criticism, teaching, research, or analysis.

6.

Electronic Links. Licensee and Authorized Users may provide electronic links to complete and accurate copies of any Derivative Works from web page(s), and are encouraged to do so in ways that will increase the usefulness and maximize the availability of complete and accurate copies of the Derivative Works.

7.	Caching. Licensee and Authorized Users may make such local digital copies of the Derivative Works as may be necessary to ensure efficient use by browsers or other computer software.

8.	Indices. Licensee and Authorized Users may use summaries of and extracts from the Derivative Works in connection with the preparation of integrated database indices and abstract and keyword indices.

9.	Information Sharing. Authorized Users may transmit to third parties, in hard copy or electronically, all or any portion of the Licensee’s Registration Statement, prospectus and other reports and proxy statements that are based in whole or in part on Licensed Materials.