PRELIMINARY LICENSING AGREEMENT BETWEEN
KINETICOM, INC., AND ULTRADATA SYSTEMS, INC.
Kineticom, Inc. (hereinafter, "Kineticom"), agrees to grant a license to Ultradata Systems, Inc. (hereinafter,
"Ultradata"), for the manufacture and distribution of the product known as the "Time TrackerTM (hereinafter
referred to as "the product"). The product is a battery-powered device, which, when properly programmed and
installed on or in close proximity to a cellular telephone, will record cellular telephone usage and provide data
regarding the estimated cost of usage to date, unspent "free" time remaining, etc.
The license shall be granted, subject to the following terms and conditions:
Producibility -- This entire agreement is conditional upon Kineticom providing evidence, satisfactory to Ultradata,
that an economically producible design has been achieved. Evidence shall include detailed product design
documentation and a bid from at least one competent electronic manufacturer.
Exclusivity -- Ultradata shall have the exclusive right to manufacture the product for and distribute the product in
the United States and Europe. Kineticom shall retain those same rights in all other markets.
Period of Effectivity -- This agreement shall be effective until a date 18 months from the first day of the month in
which the agreement is signed and is subject to renewal at that time and at each 12-month interval thereafter,
according to the terms defined below.
Renewal Terms -- Renewal shall be automatic, at Ultradata's option, provided that sales of 50,000 units or more
have been achieved in the 12-month interval prior to the initial renewal date and also provided that sales of
200,000 units or more have been achieved prior to each subsequent renewal date.
Should Ultradata fail to achieve this sales volume, Ultradata may, at its option, retain the right to manufacture and
sell the product in the markets named above, but exclusivity will be lost. In the event that the license is not
renewed, Ultradata shall ha