This Agreement, effective as of this 9th day of February, 2004, by and between Universal Chemical
Technologies, Inc., a Florida Corporation, and UCT Defense, LLC, a Delaware Limited Liability Company, both
doing business at 7825 S.W. Ellipse Way, Stuart, Florida 34997 hereafter collectively ("UCT") and IGI with
mailing address at 105 Lincoln Avenue, Buena, New Jersey 08310-0687, hereinafter ("Licensee")
Whereas, UCT has rights to certain confidential, patented and proprietary technical knowledge to utilize a new,
proprietary electroless nickel boride metal finishing process known as Ultracem, and UCT is actively seeking to
have its plating process utilized and implemented on a wide scale by entering into Agreements with qualified
companies and individuals; and
Whereas, Licensee has the facilities and skilled personnel for commercial application of electroless metal
Whereas, Licensee desires to use UCT's proprietary plating process and trademarks rights and purchase UCT's
proprietary chemistry to commercially exploit the ULTRACEM Technology, and
Whereas UCT desires to license its proprietary plating process and the Marks ULTRACEM and CEMKOTE to
As used herein, the following terms shall have the given meanings:
1.1 "Proprietary information" shall mean information developed by UCT and pertinent to the preparation and
operation of plating baths for the deposition of the electroless nickel-boron coating to the extent not disclosed in
the UCT Patent or any published applications for the patent in therewith.
1.2 "Licensed Process" shall mean the process for depositing ULTRACEM and related electroless nickel-boron
coatings described in UCT's Patents.
1.3 "Licensed Marks" shall mean the Licensed Marks, ULTRACEM and CEMKOTE used by UCT plus future
trademarks owned and utilized by UCT.
1.4 "License Year" shall mean the 12-month period including and immediately following the commencement of