-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ut9g5UbmIEM7nJga2IBdA4KhRYaYriLZRK/aTg9CeAhherN4ZGTwAk7RxXjsDQtB TENgWVcA70LaC8LPFa6X2A== 0001393905-08-000197.txt : 20080814 0001393905-08-000197.hdr.sgml : 20080814 20080813181945 ACCESSION NUMBER: 0001393905-08-000197 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20080812 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080814 DATE AS OF CHANGE: 20080813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Peak Resources INC CENTRAL INDEX KEY: 0001393548 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52944 FILM NUMBER: 081014768 BUSINESS ADDRESS: STREET 1: #640 - 801 6TH AVE. SW CITY: CALGARY STATE: A0 ZIP: T2P 3W2 BUSINESS PHONE: 403-681-6249 MAIL ADDRESS: STREET 1: #640 - 801 6TH AVE. SW CITY: CALGARY STATE: A0 ZIP: T2P 3W2 8-K 1 peak_8k.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported):
August 12, 2008

PEAK RESOURCES INCORPORATED

(Exact name of registrant as specified in its charter)

NEVADA
(State of incorporation or organization)

000-52944
(Commission File Number)

00-0000000
(IRS Identification No.)

#640 – 801 6^th Ave. SW, Calgary, Alberta
(Address of principal executive offices)

T2P 3W2
(Zip Code)

Registrant's Telephone Number, including area code: (403) 681-6249

2103 Tyrone Place, Penticton, BC V2A 8Z2

(Former Name or Former Address, if Changes Since Last Report)

Check the appropriate box below if the From 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into Material Definitive Agreements.

Development and Consultancy Support Services Agreement:

On August 7, 2008 Peak Resources Incorporated. (“Peak”) finalized and entered into a Development and Consultancy Support Services Agreement (“Services Agreement”) with Roke Manor Research Limited (“Roke”), United Kingdom to develop proprietary technology and products and provide consulting support in the field of landmine scanning, detection, mapping and removal (see Exhibit 10.6). The landmine detection system to be developed is for use in both Unmanned Aeronautical Vehicles (UAVs) and hand held devices. Roke has developed and owns the intellectual property rights for both a high level scanning sensor and a low level detection sensor. Peak is licensing the sensors for exclusive use for land mine detection and removal. (see Exhibit 10.7 - “ColdSky - Technology Exploitation Agreement” and Exhibit 10.8 - “Fig 8 - Technology Exploitation Agreement” below for details).

The high level scanning sensor detects ground anomalies (ie. landmines) and the low level sensor will examine, identify and locate the anomalies. The research and development program conducted by Roke will advance and integrate the existing technology into a sensors/detector system for identifying, locating and mapping landmines. The Services Agreement will involve Roke sub-licensing the technology from Peak and developing further intellectual property for the detection of landmines. Peak will own the intellectual property developed as a result of the Services Agreement and will, if appropriate, apply for patents for the newly developed intellectual property.

Under the terms of the Services Agreement Peak will pay a Task Fee for and Roke will complete a research and development program with three distinct phases. The Task Fees for each of the three phases have been negotiated and agreed to between Peak and Roke. The three stages are expected to be complete within an 10 - 11 month time frame and will cost Peak an aggregate US$1,500,000 - $1,760,00 if all three phases are completed.

Phase 1 is the Systems Analysis and Design Phase. This phase will define the requirements and interfaces for the system architecture, RF hardware, antenna, mechanical hardware and software. The cost to complete this phase is approximately $415,000 USD (£215,000 GBP). Phase 1 is expected to be completed on or before December 15, 2008. Pursuant to terms negotiated between the companies, Peak will be required to deliver an initial payment of $102,000 (£53,750 GBP) followed by 3 sequential monthly payments of $183,000 USD (£96,750 GBP), $102,000 (£53,750 GBP) and $20,500. USD (£10,750 GBP) to Roke over the course of Phase 1.

Phase 2 is the Ground Based Demonstrators Phase. This phase will produce and test:

•

Cold Sky High Level Scanning Sensor and conduct trials of these sensors;

•

Fig 8 Low Level Detection Sensors and conduct trials of these sensors;

•

Land Mine Location and Mapping

Phase 2 is expected to cost approximately $790,000 - $960,000 USD (£410,000 - £500,000 GBP). Phase 2 is expected to last approximately 5 months and be completed on or before May 15, 2009. Demonstrations to select prospective clients will be made at the conclusion of Phase 2.

Phase 3 is the UAV integration phase where the high level scanner, low level detector, and the location and mapping software systems designed and tested in phase 2 will be integrated and tested on a UAV platform. At the end of phase 3 the system will be tested over representative terrain at Roke’s test site. Demonstrations to select prospective clients will be made at the conclusion of Phase 3. This phase is expected to cost approximately $300,000 - $385,000 USD (£155,000 - £200,000 GBP). Phase 3 is expected to last approximately 2.5 months and be completed on or before July 30, 2009.

The final deliverable will be a fully integrated land mine detection and mapping system that will utilize a UAV to scan, identify, locate and map existing landmines. The mapping system software will be integrated with a GPS tracking system. A hand held device, with a self generating battery power capacity for longer field use, will be an additional deliverable.

Peak will utilize its proprietary landmine scanning and detection system to develop a business of delivering land mine detection and removal services to governments, NGOs and commercial entities (oil and gas, mining, agriculture, utilities and other land enterprises operating in these sectors) in various regions of the world.

Cold Sky Technology Exploitation Agreement:

On August 7, 2008 Peak Resources Incorporated (“Peak”) entered into a Technology Exploitation Agreement (“Cold Sky Agreement”) with Roke Manor Research Limited (“Roke”), United Kingdom (see Exhibit 10.7). The Cold Sky Agreement grants Peak a non-transferable licence to utilize the Cold Sky sensor intellectual property in order to develop, manufacture, use and sell any anomaly or metal detector product or products developed by Peak and incorporating any or all of the Cold Sky intellectual property. Roke, for the duration of the agreement, shall not without prior written approval from Peak use the Cold Sky sensor intellectual property (as above) or know how to offer land mine detection products which compete with the land mine detection products being developed by Peak and Roke or assist any third party in doing so. Peak is not required to make any royalty payments for the licensing of the Cold Sky technology until phase 3 is complet ed. The consideration for the licence to use the intellectual property is an Upfront Fee of £125,000 which shall be payable upon completion of the phase 3 of the Services Agreement and thereafter a Royalty of £1,000 for each product deployed by Peak, including sales of the product designed by Peak for integration into systems manufactured by third parties or suppliers of spare or replacement parts. The maximum royalty limit Peak shall be required to pay is £250,000 over a ten year period commencing upon completion of the Services Agreement.

Fig 8 Technology Exploitation Agreement

On August 7, 2008 Peak Resources Incorporated (“Peak”) entered into a Technology Exploitation Agreement (“Fig 8 Agreement”) with Roke Manor Research Limited (“Roke”), United Kingdom( see Exhibit 10.8). The Fig 8 Agreement grants Peak a non-transferable licence to utilize the Fig 8 sensor intellectual property in order to develop, manufacture, use and sell any anomaly or metal detector product or products developed by Peak and incorporating any or all of the Fig 8 intellectual property. Roke, for the duration of the agreement, shall not without prior written approval from Peak use the Fig 8 sensor intellectual property (as above) or know how to offer land mine detection products which compete with the land mine detection products being developed by Peak and Roke or assist any third party in doing so. Peak is not required to make any royalty payments for the licensing of the Fig 8 technology until phase 3 is completed. The considerat ion for the licence to use the intellectual property is an Upfront Fee of £125,000 which shall be payable upon completion of the final phase of the Services Agreement and thereafter a Royalty of £125 for each product deployed by Peak, including sales of the product designed by Peak for integration into systems manufactured by third parties or suppliers of spare or replacement parts. The maximum royalty limit Peak shall be required to pay is £250,000 over a ten year period commencing upon completion of the Services Agreement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description	Status
10.6	Development and Consultancy Support Services Agreement dated July 29, 2008 (effective August 7, 2008) between Roke Manor Research Limited and Peak Resources Incorporated.	Included
10.7	Technology Exploitation Agreement (Cold Sky) dated July 29, 2008 (effective August 7, 2008), 2008 between Roke Manor Research Limited and Peak Resources Incorporated	Included
10.8	Technology Exploitation Agreement (Fig8) dated July 29, 2008 (effective August 7, 2008), 2008 between Roke Manor Research Limited and Peak Resources Incorporated.	Included

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 12, 2008

By: /s/ Larry Olson

Larry J. Olson
Principal Executive Officer

EX-10.6 2 peak_ex10-6.htm

Commercial-in-Confidence

DEVELOPMENT AND CONSULTANCY SUPPORT SERVICES AGREEMENT

BETWEEN

ROKE MANOR RESEARCH LIMITED

AND

PEAK RESOURCES INCORPORATED

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CONTENTS

1.	INTERPRETATION
2.	APPOINTMENT
3.	DUTIES OF ROKE
4.	DUTIES OF PEAK
5.	INTELLECTUAL PROPERTY
6.	TASK PLACEMENT
7.	PAYMENT TERMS
8.	LIABILITY
9.	DURATION AND TERMINATION
10.	ACCEPTANCE
11.	DELIVERY/PASSING OF TITLE AND RISK
12.	CONFIDENTIAL INFORMATION
13.	WARRANTY
14.	CONSULTANTS
15.	NOTICES
16.	ASSIGNMENT AND SUBCONTRACTING
17.	FORCE MAJEURE
18.	WAIVER
19.	PUBLICITY
20.	CHANGES
21.	SEVERABILITY
22.	ENTIRE AGREEMENT
23.	NO PARTNERSHIP, AGENCY ETC
24.	THIRD PARTIES
25.	LAW AND JURISDICTION

Appendix A - Licence Agreement

Appendix B -

Appendix C - Proforma Task Form

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THIS AGREEMENT is made the 29^th day of July, 2008

BETWEEN:

PEAK RESOURCES INCORPORATED, incorporated in the State of Nevada, USA (registered number E0661692005-9) and having its registered office at 5348 Las Vegas Drive, Las Vegas, Nevada, USA 89108 and whose business office is located at 2103 Tyrone Place, Penticton, BC Canada V2A 8Z2 (hereinafter referred to as “PEAK”); and

ROKE MANOR RESEARCH LIMITED, incorporated in England and Wales (registered number 267550) and having its registered office at Faraday House, Sir William Siemens Square, Frimley, Camberley, England, SO51 0ZN (hereinafter referred to as “ROKE”).

WHEREAS:

ROKE is a contract research and development facility and has experience and knowledge in development of technology and products in the field of buried object detection technology as specified in the Technology Exploitation Agreement dated August 7, 2008 (“Licence Agreement”) as detailed in Appendix A.

PEAK has requested support from ROKE for the purpose of developing technology and products and providing consultancy support, upon the terms and subject to the conditions contained herein.

IT IS AGREED as follows:

INTERPRETATION

1.1

In this Agreement (unless the context otherwise requires) the following expressions shall have the following meanings:

“Associated Company” shall in relation to PEAK or ROKE mean the ultimate holding company of such party and shall include any company which is a subsidiary of such holding company within the meaning of Section 736 of the United Kingdom Companies Act 1985;

"Background IP" means any Intellectual Property, other than Foreground IP, which is owned or acquired by either party and is used in performing any work under this Agreement and which is required to reconstruct, modify, use, manufacture, exploit or maintain any Deliverables supplied under this Agreement. For the avoidance of doubt Background IP excludes the Licensed Intellectual Property which is subject to separate arrangement as referred to below;

“Change Request” shall mean a formal written request for a change to the technical or commercial requirements of a Task and which is submitted in accordance with the procedure outlined in Clause 20.

"PEAK Information" means any and all confidential data and information disclosed to ROKE or any Consultant of ROKE by PEAK or acquired by ROKE or any Consultant of ROKE from PEAK pursuant to or in connection with this Agreement, including, without limitation, data and information relating to PEAK’s business, research, development or other commercial activities;

“Commencement Date” means the date ROKE is authorised to proceed with an individual Task as confirmed in writing by both parties signing the agreed Task Form;

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“Confidential Information” means any information which a party obtains or acquires in relation to the business, technology, customers, affairs, Products or services of the other Party that is confidential and proprietary to that other Party and is marked or otherwise communicated in writing to the receiving party to be confidential;

"Consultant" means those persons appointed by ROKE who from time to time will carry out the Services;

“Deliverables” mean those items to be delivered by ROKE to PEAK as detailed in the Task Form;

"Duration" means the duration of this Agreement, which shall be for a period of two (2) years from the Effective Date unless otherwise amended in writing by the Parties;

"Effective Date" means the last date of signature of this Agreement;

"Foreground IP" means any Intellectual Property incorporated within the Deliverables and which has been generated by either party in performing any work under this Agreement, including without limitation any Intellectual Property as may be specifically identified as Foreground IP in the Task Form;

“Labour Rate” means the agreed hourly and daily labour rate(s) as detailed in the Task Form in Appendix B;

“Licenced Intellectual Property” means the Intellectual Property related to which has been licenced to PEAK by ROKE as detailed in Appendix A;

“Intellectual Property” means rights in inventions, patents, rights in designs, trade marks, service marks, database rights, copyrights (including rights in computer software), know-how and topography rights (whether or not any of these is registered and including any applications for registration of any such thing) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world;

"Mine Clearing Market" shall mean the market for mine clearing applications military or civilian;

“Party” means a party to this Agreement;

“Project Authority” shall mean the individuals within PEAK and ROKE named on the Task Form as the point of contact for each individual Task;

"Services" means the provision of technical support in the form of research, development and design activities which are to be carried out by ROKE in accordance with this Agreement on a Task by Task basis;

“Task” means a defined activity agreed in writing between PEAK and ROKE, in accordance with this Agreement and which PEAK has confirmed by purchase order;

“Task Form” means the agreed record of the Task in the format detailed in Appendix C which is to be signed by both Parties; and

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“Task Fee” means the firm price or limit of liability (in the case of time and materials) agreed for a particular Task.

1.2

The headings in this Agreement shall not affect its interpretation of this Agreement.

APPOINTMENT

PEAK hereby appoints ROKE to carry out the Services from the Effective Date in accordance with the terms and subject to the conditions set out in this Agreement and each Task Form and ROKE hereby accepts such appointment.

DUTIES OF ROKE

3.1

ROKE shall comply with all laws and regulations in force from time to time which relate to the Services and in performing the Services, comply with the reasonable instructions of PEAK and the relevant Task Form. ROKE shall exercise all reasonable skill, care and diligence in the performance of the Services.

3.2

ROKE shall ensure that each Consultant employed or used in connection with this Agreement is aware of, and complies with, its terms.

3.3

ROKE shall:

promptly answer all reasonable enquiries relating to the Services received from PEAK;

keep PEAK fully informed of progress and provide status reports at the frequency agreed for each Task;

attend or be represented at meetings relating to the Tasks at the frequency agreed for each Task;

promptly after a request therefore, provide such help or assistance as PEAK may reasonably require and at PEAK’s expense to register or apply to register any Foreground IP.

3.4

During the term of this Agreement and without prejudice to its obligation to perform the Services, ROKE shall notify PEAK if it considers that the continued performance of the Services will result in a conflict of interest with its other work or if there is an unexpected technical problem which makes it impossible to achieve or is likely to cause a material delay to achievement of any of the objectives of this Agreement or Task or any material increase in the cost of the Services.

3.5

ROKE shall be responsible for obtaining and maintaining all necessary permits, consents and licences required enabling ROKE to perform the Services

DUTIES OF PEAK

4.1

PEAK shall give to ROKE such instructions and/or decisions as are required under this Agreement at such a time and in such a manner as not to delay or disrupt the performance by ROKE of the Services.

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4.2

PEAK shall supply to ROKE, without charge and promptly so as to avoid any delay or disruption of the performance of ROKE's duties under this Agreement all documents, data and other information, products, materials or components which are in its possession or control and which are reasonably required by ROKE to perform the Services.

4.3

PEAK shall promptly answer all reasonable enquiries it receives from ROKE which relate to the Services.

4.4

At the reasonable request of ROKE and on being given reasons and notice of the subject matter, PEAK shall convene meetings between the parties at mutually convenient locations.

INTELLECTUAL PROPERTY

5.1

Subject to payment by PEAK of the Task Fee in accordance with Clause 7, ROKE hereby, as beneficial owner, assigns to PEAK and agrees to assign to PEAK, free of all encumbrances all Foreground IP generated by it of whatever nature and shall at PEAK’s request and expenses do all things and execute all documentation required by PEAK to give effect to this provision.

5.2

ROKE agrees to advise PEAK at the earliest possible opportunity of ROKE’s intention to use or incorporate ROKE Background IP in the performance of a Task and shall licence such Background IP to PEAK under the terms and conditions of the existing Licence Agreement.

5.3

Subject to the parties reaching agreement under Clause 5.2, ROKE agrees to grant to PEAK a, non-transferable, non exclusive licence (with right to sublicence, subject to the written consent of ROKE which shall not be unreasonably withheld) for such ROKE Background IP in as far as it is required to enable use and exploitation of all Foreground IP and shall at PEAK’s request and expenses do all things and execute all documentation required by PEAK to give effect to this provision.

5.4

PEAK hereby grants ROKE a royalty-free, non-exclusive licence (with right to sublicence) to use the Foreground IP referred to in Clause 5.1 for the purpose of fulfilling its obligations under this Agreement and to use and exploit such Foreground IP for any purpose other than any purpose in connection with Mine Clearing Market. ROKE shall not be entitled to transfer the benefit of such licence except to an Associated Company without the prior written consent of PEAK.

5.5

In the event that ROKE identifies an opportunity for the exploitation of the Foreground IP within Mine Clearing Market but which is not in competition with any product or application being planned, developed or exploited by PEAK, the parties shall enter into good faith negotiations on fair and reasonable terms for exploitation of the Foreground IP by ROKE, provided that such terms shall be consistent with PEAK’s then current overall marketing and product pricing strategy.

5.6

Any Background IP belonging to one of the parties at the Commencement Date will remain the sole property of that party. Any Intellectual Property generated by one of the parties on or after the Commencement Date, other than Foreground IP generated during the term of this Agreement, shall be the sole property of that party.

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5.7

Each of the parties hereby agree that it shall not during or at any time after the completion of the Services or the expiry or termination of this Agreement in any way question or dispute the ownership by the other party of the other party’s Intellectual Property referred to in Clauses 5.1 to 5.4 inclusive.

5.8

In carrying out the Services, it is understood that new Intellectual Property may not necessarily be created.

Intellectual Property Rights Infringement

5.9

ROKE hereby represents and warrants that it has the right and power to enter into this Agreement. For the avoidance of doubt ROKE’s liability in respect of IPR infringement (whether Foreground, Background or Licenced) shall be as set out in Clause 9 of the Licence Agreement.

TASK PLACEMENT

6.1

Prior to the provision of Services, the parties shall agree the requirements of each Task using format of the proforma Task Form detailed in Appendix C.

6.2

Upon receiving a request from PEAK, ROKE will provide a proposal for undertaking the Task on the basis of either a firm price or time and materials, subject to any licence terms to be negotiated pursuant to clause 5.2. The decision on whether or not the Task will be on a firm price of time and materials basis will be subject to the agreement of the parties and such agreement shall be set out in the relevant Task Form.

6.3

Should a Task be undertaken on a:

(a)

firm price basis ROKE shall not be entitled to charge more for that Task than the agreed price unless the agreed price is amended by formal Change Request in accordance with Clause 20;

(b)

time and materials basis then the parties shall agree a limit of liability (LoL) calculated using the agreed Labour Rates plus materials and expenses; and:

(a)

For a period of 12 months after completion of the Task ROKE shall maintain records of the time spent by it in performing the Services relating to that Task and the identity and grade of the persons that have provided such Services (the “Services Records”). ROKE shall make the Services Records available to PEAK for inspection at all reasonable times on request and shall, if requested, provide copies of them to PEAK;

(i)

PEAK shall be entitled to terminate a Task upon providing 30 days written notice to ROKE, in which case PEAK shall only be obliged to pay to ROKE for the Services performed by ROKE in relation to that Task (on the basis of the agreed Labour Rates) up to the effective date of termination, including any commitments entered into and unavoidable;

(ii)

where PEAK requests estimates to be provided on the Task Form, ROKE shall advise PEAK of its estimate of the costs of the Services for the remainder of the Task, such estimates to be provided within 5 business days of any request;

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6.4

Except as otherwise agreed for a particular Task, ROKE shall not contract for services or materials from third parties without PEAK’s consent which shall not be unreasonably withheld.

6.5

Upon agreement of the Task the parties shall sign the agreed Task Form and if required for billing reference purposes only PEAK shall provide a Purchase Order to ROKE, making reference to this Agreement. The parties agree that any standard terms and conditions stated on the Purchase Order shall not apply to Services provided under this Agreement.

6.6

Unless otherwise agreed by the parties all sums quoted and paid shall be exclusive of all taxes and duties whatsoever. Value Added Tax at the applicable rate will be added to each sum and shall be payable by PEAK.

PAYMENT TERMS

7.1

Subject to the agreement of the price as detailed in Clause 6 above, PEAK agrees to pay ROKE on the basis of either:-

Time and materials at the Labour Rate (plus other costs) per day or part thereof set out in the Task Form.

A firm price.

7.2

ROKE shall render its invoices as follows:-

monthly in arrears for Services provided on a time and materials basis; or

on completion or in accordance with a milestone payments plan for Services provided on a firm price basis;

7.3

The payment terms applicable to each Task are to be advised in the Task Form.

7.4

Where Services are provided on a time and materials basis, each invoice for those Services shall itemise the Services covered by that invoice, the time spent in providing such Services and the identity of the persons that provided such Services.

7.5

PEAK shall pay ROKE all sums due within the payment period as stated in the Task Form.

7.6

Any sum due which has not been paid within the period stated in Clause 7.4 shall bear interest a rate of 8% per annum over the base lending rate of National Westminster Bank plc from time to time in force for the United Kingdom from the due date for payment to the actual date of payment.

LIABILITY

8.1

Each party indemnifies the other for direct physical injury or death to the extent that it is shown to have been caused by the negligence of that party or its employees in connection with the performance of this Agreement.

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8.2

Each Party will indemnify the other for direct damage to property to the extent that it is shown to have been caused by the negligence of one party or its employees in connection with the performance of this Agreement. Each party’s total liability under this sub-clause shall by limited to £500,000 (five hundred thousand pounds sterling) for any one event or series of connected events.

8.3

Neither Party shall be liable for any claim, whether arising in contract, tort (including negligence) or otherwise, for loss of profits, business, goodwill or income, or for any consequential, special or indirect loss or damage suffered or incurred by the other Party or any third party.

8.4

Subject as otherwise stated in this clause 8 neither Party’s liability to the other under or in connection with this Agreement (whether arising in contract, tort negligence, breach of duty or otherwise) shall:-

in the case of the liability of ROKE exceed the Task Fee paid to ROKE; or

in the case of the liability of PEAK exceed the Task Fee due and payable,

for the Task in relation to which the liability was incurred. The limitation in this clause 8.4 shall not apply to any breach by ROKE of clauses 5.9 and 5.10.

8.5

ROKE shall have no liability to PEAK for any loss, damage, costs, expenses or other claims for compensation arising from any PEAK information or instructions supplied by PEAK or its subcontractors, contractors, suppliers or agents which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of PEAK.

8.6

Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall exclude, restrict or limit either party's liability for fraud or for any other liability that may not be excluded or limited by law.

DURATION AND TERMINATION

9.1

Subject to the provisions of this Clause 9, this Agreement shall commence on the Effective Date and shall then continue in full force and effect for the Duration or until otherwise terminated in accordance with its terms.

9.2

Either party (“Initiating Party”) may terminate this Agreement immediately by giving notice in writing to the other party (“Breaching Party”) at any time after the occurrence of any of the events specified in Clause 9.3 in relation to the Breaching Party.

9.3

The events are:

a material breach by the Breaching Party of any of its obligations under this Agreement which (if the breach is capable of remedy) the Breaching Party has failed to remedy within 30 days after receipt of notice in writing from the Initiating Party giving particulars of the breach and requiring the Breaching Party to do so Provided that if such breach is incapable of remedy within such 30 day period and the Breaching Party is diligently proceeding to remedy the default by taking active, effective and continuing steps to do so, the Initiating Party shall not be entitled to terminated if the default is in fact remedied within a reasonable time;

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the passing by the Breaching Party of a resolution for its winding-up or the making by a court of competent jurisdiction of an order for the winding-up of the Breaching Party or the dissolution of the Breaching Party;

the making of an administration order in relation to the Breaching Party or the appointment of a receiver over, or the taking possession or sale by an encumbrancer of, any of the Breaching Party's assets; or

the Breaching Party making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally.

9.4

ROKE shall terminate this Agreement should PEAK fail to make payment in the payment period as specified under the Task Form.

9.5

Save as provided in Clause 9.6, all rights and obligations of the parties shall cease to have effect immediately upon termination of this Agreement except that termination shall not affect:

the accrued rights and obligations of the parties at the date of termination; and

the continued existence and validity of the rights and obligations of the parties under those Clauses which are expressed to survive termination and any provisions of this Agreement necessary for the interpretation or enforcement of this Agreement

9.6

If at the time this Agreement is terminated there remains any uncompleted Tasks, then this Agreement shall be regarded as remaining in force for the purpose of completion of the Task provided that this Clause 9.6 shall not apply in the event that the Agreement is terminated in accordance with Clause 9.3 and 9.4.

9.7

Where this Agreement is terminated by ROKE pursuant to Clause 9.2 or 9.4 all licences granted by ROKE pursuant to the Licence Agreement (including those granted in respect of Tasks completed prior to the date of termination in respect of which ROKE has received payment of the Task Fee in full) shall remain in place unless terminated in accordance with the Licence Agreement.

10.

ACCEPTANCE

10.1

The Deliverables are as set out in the agreed Task Form.

10.2

PEAK must accept or reject the Deliverables within the acceptance period agreed between the parties and set out in the agreed Task Form. In the event that ROKE receives no such notification of acceptance or rejection within the time specified PEAK shall be deemed to have accepted the Deliverables. PEAK may only reject any Deliverable on showing reasonable cause.

10.3

In the event of rejection ROKE will re-work or replace the rejected Deliverable and re-deliver within thirty (30) working days of receipt of notice of rejection, or such longer period as agreed between the Parties. If such re-work or replacement is required, the date for delivery of any subsequent Deliverables will be extended by the appropriate period.

10.4

PEAK’s acceptance of any of the Deliverables does not affect its rights under Clause 13.3 below.

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10.5

ROKE shall complete and deliver the Deliverables by the Milestone dates set out in the Task Form or as soon thereafter as reasonably possible.

11.

DELIVERY/PASSING OF TITLE AND RISK

11.1

ROKE shall prepare and deliver the Deliverables agreed for each Task to PEAK at the times and to the address detailed in the Task Form.

11.2

Title to all Foreground IP shall pass to PEAK upon complete payment of the Task Fee in accordance with Clause 7. ROKE warrants to PEAK that it has and will deliver good title to all such Foreground IP, free from any claim, lien, pledge, mortgage, security interest, or other encumbrances, including, but not by way of limitation, those arising out of the performance of the work.

11.3

With respect to the Deliverables, the risk of physical loss or damage shall be borne by ROKE up to the time of delivery into PEAK custody in accordance with this Clause. After such delivery, PEAK shall bear the risk of loss or damage.

12.

CONFIDENTIAL INFORMATION

12.1

Each party undertakes that it shall keep confidential the Confidential Information and will use the same solely in pursuance of this Agreement as set out in the Non Disclosure Agreement dated [ ].

13.

WARRANTY

13.1

ROKE shall reasonably represent and warrant on a task by task basis to PEAK that subject always to the provisions in Clause 5.10 to the best of its knowledge and belief at the Commencement Date that it has not been notified of any claims, disputes or proceedings pending which may affect the sale of any Foreground Deliverable by ROKE to PEAK hereunder or the future use of or rights in such Deliverables providing always that such representation and warranty by ROKE shall not extend to any part of the Deliverable provided to ROKE by or on behalf of PEAK for the purposes of the Task. Both parties agree to promptly notify each other if any such claim, dispute or proceeding should arise.

13.2

PEAK acknowledges and agrees that once accepted by PEAK in accordance with Clause 10.2 hereof the Deliverables shall be deemed by PEAK to conform to the agreed Specification of the Deliverables as detailed in the Task Form unless ROKE receives written notice from PEAK that a Deliverable is accepted subject to any non-compliance with its Specification detailed in the notice, subject always to the provisions in Clause 13.3.

13.3

If the parties agree that a warranty obligation is applicable to a particular Task, ROKE represents and warrants that if PEAK notifies it of any error in a Deliverable within the warranty period detailed in the Task Form, which shall commence after acceptance by PEAK of that Deliverable pursuant to Clause 10.2 above, ROKE shall correct by repair, replacement, patch, new release or otherwise that part of the Deliverables which caused or contains the error PROVIDED THAT such non-compliance has not been caused by any modification, variation or addition to the Deliverables not performed by ROKE or caused by the incorrect use, abuse or corruption of the Deliverables or by use of the Deliverables on equipment or in an environment with which it is incompatible or caused by any material, component, advice or specification supplied to ROKE by or on behalf of PEAK for incorporation into the Deliverables. The liability for costs incurred by ROKE in undertaking c orrective action shall be borne by ROKE.

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13.4

Subject to the foregoing all conditions, warranties, terms and undertakings express or implied by Statute or otherwise in respect of the Deliverables are hereby excluded.

14.

CONSULTANTS

14.1

Each party agrees that during the period of this Agreement and for a further twelve months thereafter, that neither party shall solicit the employment of any of the other party’s staff that has been associated with this Agreement without the other party’s prior written agreement.

14.2

Each party agrees that if it employs or otherwise engages any person contrary to Clause 14.1, then it shall be liable to the other party for liquidated damages in an amount equal to such person’s annual salary at the time of leaving the employment of the other party.

15.

NOTICES

Any notice, consent, demand or request required or permitted by this Agreement shall be made in writing and shall be deemed to have been given when, in the first instance, it is transmitted by facsimile and confirmed as received by addressee, when personally delivered, or two days following its deposit in the mail, postage prepaid, either registered or recorded delivery, and addressed as follows:-

If to ROKE:

Roke Manor Research Limited,

Roke Manor,

Romsey,

Hampshire.

SO51 0ZN

Tel: 01794 833366

Fax: 01794 833589

Marked for the attention of James Page, Principal Commercial Manager.

If to PEAK:

Peak Resources Inc.

2103 Tyrone Place

Penticton, BC Canada

V2A 8Z2

Tel: 250 490 3378

Fax: 250 493 3366

Marked for the attention of Larry Olson, President [ ].

16.

ASSIGNMENT AND SUBCONTRACTING

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16.1

Save as otherwise provided herein, neither Party shall assign, charge or otherwise deal with or dispose in any way of its rights or obligations hereunder without the prior written consent of the other Party save that the PEAK may assign its right to an Associated Company provided that it shall notify ROKE of such assignment and on request by ROKE (acting reasonably) PEAK shall procure that the Associated Company complies with its obligations to ROKE and guarantees such obligations to ROKE. ROKE may without the prior written consent of the PEAK assign, charge or otherwise deal with or dispose of its rights and obligations (whether for the purpose of corporate reconstruction, reorganisation, merger or analogous proceeding or otherwise) to any Associated Company of ROKE.

16.2

Except as otherwise agreed for a particular Task, ROKE shall not subcontract any of the Services without the prior written consent of PEAK which shall not be unreasonably withheld.

17.

FORCE MAJEURE

In the event that ROKE or PEAK are delayed or impeded in the performance of any of their obligations hereunder by any industrial dispute or by any other cause beyond their reasonable control (each being a “Force Majeure Event”) they shall be entitled to such extension of time as may be reasonable in all the circumstances.

18.

WAIVER

No exercise or failure to exercise or any delay in exercising any right power or remedy vested in any party under or pursuant to this Agreement shall constitute a waiver by that party of that or any other right power or remedy.

19.

PUBLICITY

Except to the extent required by law, a regulation of a stock exchange or the Panel on Takeovers and Mergers, publicity or advertising relating to this Agreement may be released by any of the parties only with the prior written approval of the other parties.

20.

CHANGES

20.1

The identification of the need for a change to the requirements of any Task placed under this Agreement may come from PEAK or ROKE. The ultimate responsibility for the requirements rests with the PEAK Project Authority; therefore any Change Request must be sanctioned and approved by the PEAK Project Authority before it can be communicated to the Project Authority at ROKE.

20.2

The following sequence of events describes the change life cycle:

20.2.1

Where the identification of the need for a change is made by PEAK:

(a)

the PEAK Project Authority completes and signs a Change Request form. The key items of information required are:

Unique Number, date raised, Title, technical detail of change requested, date response required from ROKE, date by which implementation of change is required.

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(b)

the signed Change Request form is sent to the ROKE Project Authority. Any technical discussion will take place between these two people.

(c)

ROKE will make all reasonable endeavours to respond to a PEAK Change Request within the time requested by PEAK Project Authority. The response will be either:-

(i)

a formal fixed price offer or time and materials quotation, including time scale implications and proposed amendment to the agreed Task Form; or

(ii)

a rejection of the requested change with explanation for the reasons.

20.2.2

Where the identification of the need for a change is made by ROKE, the ROKE Project Authority completes and signs a Change Request, which shall include a formal fixed price offer or time and materials quotation, including time scale implications and proposed amendment to the agreed Task Form. The signed Change Request is sent to the PEAK Project Authority.

20.2.4

The PEAK Project Authority will then decide to either:

(a)

reject the offer in which case ROKE Project Authority will be informed immediately, the Change Request will not be approved and the Task will not change, or

(b)

accept the offer in which case the PEAK Project Authority will approve the Change Request and the Task will change accordingly.

20.2.5

PEAK will make all reasonable endeavours to send a formal amendment to the Task Form to ROKE within 2 weeks of acceptance of the Change Request by the PEAK Project Authority.

20.2.6

Upon receipt of the acceptance from PEAK, ROKE will proceed with the agreed change.

20.3

Where PEAK makes a Change Request to include a requirement for project documentation with the scope of Deliverables for a Task, the ROKE Project Authority shall not unreasonably withhold or delay approval for the relevant Change Request, subject to PEAK meeting the reasonable costs of the production of such project documentation.

21.

CHANGE OF NAME

Where PEAK changes its legal name to Mine Clearing Corporation, this Agreement shall automatically incorporate the change. For the avoidance of doubt all rights and obligations of PEAK shall pass onto Mine Clearing Corporation upon the change of name.

21.

SEVERABILITY

Notwithstanding that the whole or any provision of this Agreement may prove to be illegal or unenforceable the other provisions of this Agreement and the remainder of the provision in question shall remain in full force and effect.

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22.

ENTIRE AGREEMENT

Except for any prior agreements entered into for the Licenced Intellectual Property, this Agreement supersedes all prior agreements, arrangements and understandings between the parties (whether written or oral) and constitutes the entire agreement between the parties relating to the subject matter hereof provided that nothing in this Clause shall exclude any liability for fraudulent misrepresentation. No addition to or modification of any provision of this Agreement shall be binding upon the parties unless made in writing and signed by a duly authorised representative of each of the parties.

23.

NO PARTNERSHIP, AGENCY, ETC.

Nothing in this Agreement shall constitute or shall be deemed to constitute a partnership or shall be deemed to constitute one party as the agent of the other for any purpose whatsoever or any other relationship and save as specifically set out herein neither party shall have any authority or power to bind the other or to contract in the name of or create a liability against the other in any way or for any purpose.

24.

THIRD PARTIES

A person who is not a party to this Agreement has no rights, express or implied under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

25.

LAW AND JURISDICTION

This Agreement shall be governed by and the rights and obligations of the parties shall be construed in accordance with the laws of England and the parties hereby irrevocably submit to the exclusive jurisdiction of the English Courts.

EXECUTED by the parties

Signed for and behalf of ROKE MANOR RESEARCH LIMITED	Signed for and on behalf of PEAK RESOURCES INCORPORATED
Signed: /s/ James R. Page	Signed: /s/ Larry Olson
Name: JAMES R. PAGE	Name: Larry Olson
Title: Principal Commercial Manager	Title: President
Date: August 7, 2008	Date: July 29, 2008

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APPENDIX A

TECHNOLOGY EXPLOITATION AGREEMENT

(see exhibit 10.7 Technology Exploitation Agreement (Cold Sky) and Exhibit 10.8 Technology Exploitation Agreement (fig 8)

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APPENDIX B

PROFORMA TASK FORM

Statement of Work:

The Services:
Scope of Work/ Technical Specification:	Work will be undertaken in accordance with ROKE Technical Proposal ……… dated …….
Effective Date of Task:	Upon receipt of…………..
Commencement Date:	Upon Effective Date.
Payment Terms:
Timescale/Programme Plan:
ROKE Deliverables:
PEAK Deliverables and dependencies:
Warranty Period:
Delivery Address:

Financial:

a) Time and Materials
Number of Days Estimated	………… days at Rate a) £ ………… days at Rate b) £ ………… days at Rate c) £ ………… days at Rate d) £
Other Costs:	£ ( ) excluding VAT.
Limit of Liability:	£ ( ) excluding VAT.

b) Firm Price	£ ( ) excluding VAT.
Payment Terms:	*On completion/Milestone Payments Plan
Milestone Payments Plan	Milestone	Description	Value
	M1
	M2
	ETC

* Delete as appropriate

Commencement of the above Task is hereby authorised.

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Signed for and behalf of ROKE MANOR RESEARCH LIMITED	Signed for and on behalf of PEAK RESOURCES INCORPORATED
Signed: …………………………..	Signed: …………………………..
Name: …………………………..	Name: …………………………..
Title: …………………………..	Title: …………………………..
Date: ………………………….	Date: ………………………….

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TECHNOLOGY EXPLOITATION AGREEMENT

THIS AGREEMENT is made the 29^th day of July 2008

BETWEEN:

(l)

ROKE MANOR RESEARCH LIMITED a company incorporated in England and Wales (registered no. 267550) whose registered office is at Faraday House, Sir William Siemens Square, Frimley, Camberley, England, GU16 8QD, trading from Roke Manor, Old Salisbury Lane, Romsey, Hampshire, England, SO51 0ZN ("ROKE”); and

(2)

PEAK RESOURCES INCORPORATED a company incorporated in the State of Nevada, USA (registration # E0661692005-9) whose statutory resident agent’s office is located at 5348 Vega Drive, Las Vegas, Nevada, 89108 and whose business office is located at 2103 Tyrone Place, Penticton, British Columbia, Canada, V2A 8Z2 (“PEAK”).

WHEREAS:

(A)

ROKE is the registered proprietor of certain intellectual property rights in buried object detection technology (“Technology”) as referred to in Appendix 1. As such ROKE has the right to licence third parties the ability to utilise and exploit such intellectual property.

(B)

PEAK wishes to obtain from ROKE the right to utilise the intellectual property rights in order to further develop, manufacture and sell products based on the Technology.

(A)

ROKE has agreed to licence PEAK the right to utilise the intellectual property rights in the Technology and to carry out the exploitation of such intellectual property rights in accordance with the terms of this agreement (hereinafter referred to as the “Agreement”).

(B)

PEAK has contracted ROKE to develop the Product for PEAK (“Development Programme”) as detailed in Task 1 (“Task 1”) under the Development and Consultancy Support Services Agreement.

IT IS AGREED as follows:

INTERPRETATION

1.1

In this Agreement:

“Intellectual Property” means the patents, copyright documents, designs and design techniques, software and know-how relating to Technology and embodied in any technical information and assistance furnished under Clause 4 and all other information provided to PEAK by ROKE under this Agreement;

“Upfront Fee” means the upfront payment payable by PEAK to ROKE for the licence to use and incorporate the Intellectual Property in the Product.

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"Product" means any anomaly or metal detector product or products developed by PEAK and incorporating any or all of the Intellectual Property in the Technology [and shall include any spare parts, repair work, maintenance and support services, and user manuals];

“Royalty” means the royalty payment payable by PEAK to ROKE for each Product deployed and/or sold by PEAK in accordance with Clause 3.1 or 3.2.

“Effective Date”, “Duration” and “Initiating Party” shall have those meanings prescribed to them in Clause 11.

“Market” means the worldwide market for products, services and systems to detect exposed, buried or hidden mines. The parties may from time to time agree changes to this definition in accordance with Clause 13.1.

“Selling Price” means the total price invoiced by PEAK to its customers relating to the sale of any Product, excluding any VAT or other sales related taxes and excluding the costs of carriage, insurance and freight. Any sales made in a currency other than UK pounds shall be converted to UK pounds in accordance with Clause 3.6.

“Technology” shall have the meaning prescribed above and referred to in Appendix 1.

“Development Programme” shall have the meaning as prescribed in WHEREAS (D) above.

1.2

References to “deploy” the Product shall be deemed to be a reference to the manufacture, use, lease, hire or other use of the Product and the word “deployment” or "deployed" shall be construed accordingly.

1.3

References to “sales(s)” shall be deemed to mean the sale or disposal including but not limited to lease, hire, gift or any other transaction which transfers title or possession of any Product or puts any Product into service to provide a benefit to another party and the word “sell” or “sold shall be construed accordingly.

1.3

In this Agreement reference to:

(i)

a "subsidiary" or "holding company" shall be construed in accordance with section 736 of the Companies Act 1985;

(ii)

“persons” includes a reference to any body corporate, unincorporated association or partnership;

(iii)

a “person” includes a reference to that person's legal personal representatives, successors and permitted assigns;

(iv)

a “Clause” or “Appendix”, unless the context otherwise requires, is a reference to a clause of or appendix to this Agreement;

1.4

The headings in this Agreement shall not affect its interpretation.

GRANT

2.1

ROKE hereby grants to PEAK, with effect from the Effective Date, a non-transferable licence to utilise the Intellectual Property in order to develop, manufacture, use and sell the Product in the Market for the Duration of this Agreement.

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2.2

For the Duration of this Agreement from the Effective date of this Agreement ROKE shall not without the prior written approval from PEAK use the Intellectual Property or Know-How to offer land mine detection products which compete with the Product or assist any third party to do so. For the avoidance of doubt, this restriction does not apply to ROKE’s involvement in:-

(i)

the ongoing support, installation, repair or enhancement of existing products already sold or contracted to be sold at the time of execution of this Agreement; and

(ii)

technologies, other than the Technology, for the location of buried objects.

2.3

The licence granted under Clauses 2.1 includes the right to carry out trials, production engineering and modelling activities in relation to the continuing development, deployment and sale of the Product.

PAYMENTS

3.1

PEAK shall pay to ROKE the following:

(i)

an Upfront Fee of £125,000.00 (one hundred and twenty five thousand pounds sterling) shall be payable immediately upon completion of WP3 as detailed in Task 1; and thereafter

(ii)

shall pay to ROKE a Royalty of £1,000.00 (one thousand pounds sterling) for each Product deployed by PEAK, including sales of the Product designed by PEAK for integration into systems manufactured by third parties or suppliers and spare or replacement parts.

3.3

PEAK shall pay up to a maximum Royalty of £250,000 (two hundred and fifty thousand pounds sterling) over a ten (10) year period commencing upon the completion of WP3 as detailed in Task 1. After the maximum has been paid no further royalty shall be due.

3.4

PEAK shall within thirty (30) days after the last days of March, June, September and December in each year, and three months after the expiry or other termination of this Agreement, send to ROKE a statement showing the quantity, Net Selling Price, description and customer of the Product deployed and/or sold by PEAK during the three months (or such shorter period as may be applicable) ending on that day and showing the amount of Royalty due under this Agreement in respect of the period. With each statement PEAK shall send a remittance to ROKE for the total aggregate amount of Royalty shown by that statement to be due.

3.5

PEAK shall provide ROKE with an annual statement [signed by the auditors of PEAK] confirming the information provided in accordance with Clause 3.3. This statement shall be submitted to ROKE by 31 August each year confirming details of all products deployed and/or sales made for the twelve (12) month period ended 30 June.

3.6

PEAK shall keep proper records and books of account showing the quantity, prices, description and customer details of the Product deployed and/or sold under this Agreement. These records and books of account shall be open at reasonable times to inspection by ROKE, its auditors or other it’s appointed representatives.

3.7

All sums payable under this Agreement shall be paid in UK pounds sterling and shall be net of any deductions due in respect of any taxes, duties or other imposts arising outside the UK. Sums payable shall be converted to UK pounds on the last Friday of the month in which payment is due using the Financial Times Pound Spot and Forward Tables (http://news.ft.com/markets/spotpound) using the ‘Closing Mid-Point’ rate valid on that day. All taxes and duties payable in respect of such amount in the UK shall be the responsibility of ROKE.

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PROVISION OF INFORMATION AND SUPPORT

4.1

ROKE shall within thirty (30) days of the Effective Date furnish PEAK with copies of the patents as detailed in Appendix 1. The parties accept that the Technology does not constitute the complete technical or manufacturing information required to produce the Product and that further development and production engineering work is required to be undertaken by PEAK.

4.2

ROKE agrees to provide technical support and assistance to PEAK for the Duration of this Agreement on standard commercial terms to be agreed.

TRADE MARKS AND MARKING

5.1

5.2

PEAK shall not apply to register any trademarks relating to the Product in its own name without the prior written permission of ROKE, such permission to be not unreasonably withheld.

PATENT

6.1

The Intellectual Property licensed to PEAK under this Agreement incorporates inventions described in certain UK patent applications detailed in Appendix 1.

INTELLECTUAL PROPERTY RIGHTS

7.1

ROKE warrants and represents to PEAK that ROKE:

(i)

is the owner of the Intellectual Property free from encumbrances;

(ii)

has the right to grant to PEAK the rights and licences hereby granted or agreed to be granted.

7.2

ROKE gives no warranty or representation that the use or application of the Intellectual Property will not infringe any patent or other rights of any other person. ROKE shall not be liable for or indemnify the PEAK against any loss sustained by the PEAK as the result of any claim made or action brought by any third party for infringement of any letters patent, registered design or other intellectual property right by reason of the manufacture, assembly, use, maintenance or sale by PEAK of the Product using the Intellectual Property or any other information supplied or to be supplied to PEAK pursuant to the terms of this Agreement.

7.3

PEAK acknowledges ROKE's right, title and interest in and to the Intellectual Property and shall not assert ownership rights to such Intellectual Property. PEAK agrees that it shall not obtain any right, title or interest in or to the Intellectual Property other than such as may be granted to it under this Agreement and that PEAK shall not do or permit anything to be done in its use of the Intellectual Property that would or could jeopardise their validity.

INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT

8.1

In the event that either Party identifies an infringement by a third party of any of the Intellectual Property ROKE shall at its own option either:

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(i)

institute or defend proceedings in its own name; or

(ii)

consent on terms to be agreed the manner in which PEAK would be entitled to conduct litigation in its own name; or

(iii)

lend its name to any proceedings, including interlocutory proceedings where relevant, and provide any other reasonable assistance to PEAK.

provided that PEAK shall indemnify ROKE in respect of all costs, damages and expenses that it may reasonably incur, including any award of costs against it arising from ROKE’s actions under this clause, and in addition any damages recovered from the third party shall be dealt with in a manner which shall be fair and reasonable as between ROKE and PEAK.

WARRANTY

9.1

ROKE warrants that the patents referred to in Appendix 1 are registered. For the avoidance of doubt, any future infringement, loss or damage caused by defects found in the patents shall not be remediable by ROKE.

9.2

ROKE does not offer any warranty that the Intellectual Property or any other information supplied or services rendered by ROKE can be used to create a commercially successful Product.

9.2

The Intellectual Property and other information detailed in Appendix 1 has been generated out of a number of research activities undertaken by ROKE and is of a quality and format compatible with the output of typical research work. PEAK has satisfied itself prior to entering into this Agreement that the Intellectual Property and other information detailed in Appendix 1 are adequate for its intended purpose.

9.3

ROKE disclaims and excludes all other warranties whether express or implied in law to the fullest extent permitted by law.

10.

CONFIDENTIALITY

10.1

All information and data relating to this Agreement that is made available to PEAK in the performance of this Agreement will be treated as confidential and PEAK undertakes to treat such confidential information with the same care as it would reasonably treat its own confidential information.

10.2

PEAK agrees to ensure that provided such confidential information is not already in the public domain; ROKE’s confidential information shall not be copied or disclosed to any third party in any manner.

10.3

Upon expiration or termination of this Agreement PEAK undertakes, if required to do so by ROKE, to immediately return to ROKE all ROKE’s confidential information.

10.4

The requirement for confidentiality will survive the termination of this Agreement by ten years.

11.

DURATION AND TERMINATION

11.1

This Agreement shall commence on the date of signing by all parties (the “Effective Date”) and shall then, continue in full force and effect until otherwise terminated in accordance with this Clause (the “Duration”).

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11.2

Either party (the "Initiating Party") may terminate this Agreement with immediate effect by notice in writing to the other party (the "Breaching Party) on or at any time after the occurrence of any of the events specified in Clause 11.3 in relation to the Breaching Party.

11.3

The events are:

(i)

a material breach by the Breaching Party of any of its obligations under this Agreement which (if the breach is capable of remedy) the Breaching Party has failed to remedy within 30 days after receipt of notice in writing from the Initiating Party giving particulars of the breach and requiring the Breaching Party to do so provided that if such breach is incapable of remedy within such 30 day period and the Breaching Party is diligently proceeding to remedy the default by taking active, effective and continuing steps to do so the Initiating Party shall not be entitled to terminate if the default is in fact remedied within a reasonable time;

(ii)

(iii)

(iv)

the Breaching Party making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally.

11.4

This Agreement shall immediately terminate and all rights and obligations shall immediately cease should the development work contemplated by ROKE under Task 1 be terminated prior to completion of the development of the Product in accordance with the terms and conditions of the Development and Consultancy Support Services Agreement.

11.5

All rights and obligations of the parties shall cease to have effect immediately upon termination of this Agreement except that termination shall not affect:

(i)

the accrued rights and obligations of the parties at the date of termination; and

(ii)

any provisions of this Agreement necessary for the interpretation or enforcement of this Agreement.

12.

EXPORT LICENSES

12.1

Each Party agrees to abide by any applicable national or international rules and regulations controlling the export of the Technology or Products incorporating the Technology and agrees to indemnify and hold the other Party harmless for all claims, demands, damages, costs, fines, penalties, attorney's fees, and all other expenses arising from failure of the indemnifying Party to comply with such rules or restrictions.

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13.

MARKET DESIGNATION

13.1

If at any time, PEAK considers that a Product developed for a particular market application could be exploited in a different market in the business interests of both Parties, then PEAK may request ROKE to redefine the definitions of Market. Subject to any outstanding third party commitments, ROKE shall not unreasonably refuse such a request.

14.

ASSIGNMENT AND SUBCONTRACTING

14.1

Neither party shall assign or transfer or purport to assign or transfer any of its rights or obligations under this Agreement. Provided that:-

(i)

ROKE may assign its rights under this Agreement in connection with the transfer to Siemens PLC or any of its subsidiaries for the time being of the business of ROKE.

(ii)

PEAK may subcontract the manufacture, support or distribution of the Product to a third party.

14.2

Neither party shall subcontract the performance of any of its obligations under this Agreement (other than as specifically stated in Clause 2.4) without the prior consent of the other, such consent not to be unreasonably withheld or delayed.

15.

INDEMNITIES AND LIMITATIONS OF LIABILITY

15.1

15.2

ROKE will indemnify PEAK for direct damage to property to the extent that it is shown to have been caused by the negligence of ROKE or its employees in connection with the performance of this Agreement. ROKE’s total liability under this sub-clause will by limited to £250,000 (two hundred and fifty thousand pounds sterling) for any one event or series of connected events.

15.3

Any contractual liabilities of ROKE to PEAK under this Agreement including all related costs, fees and expenses will not under any circumstances cumulatively exceed £125,000 paid to ROKE by PEAK under Clause 3 of this Agreement.

15.4

Except as stated in this Agreement ROKE disclaims all liability to PEAK in connection with ROKE’s performance under this Agreement and in no event will ROKE be liable to PEAK for any special, indirect or consequential damages including but not limited to loss of profits or arising from loss of data, loss of use or loss of opportunity.

16.

GENERAL

16.1

No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties.

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16.2

The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy. Nothing in this Agreement shall be construed as creating a partnership between the parties or as constituting either party as the agent of the other party (save as expressly set out in this Agreement) for any purpose whatsoever and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.

16.3

Neither party shall be liable for total or partial failure to perform its obligations in this Agreement during any period in which its performance is prevented or hindered by circumstances beyond its reasonable control.

16.4

In the event that any of the terms of this Agreement is judged to be in whole or in part illegal or unenforceable for any reason the remainder of the terms shall remain in force.

16.5

Both parties agree during the period of this Agreement not directly or indirectly to solicit for employment any of the staff of the other party at any time engaged directly in the pursuance of this Agreement without the prior written consent from that other party.

16.6

This Agreement represents the entire agreement between the parties. The Agreement supersedes any and all prior or contemporaneous, written or oral negotiations, correspondence, understandings and agreements between the parties, respecting the subject matter of this Agreement but excluding any misrepresentations that were made or given fraudulently.

16.7

The parties hereby agree that a person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 and that nothing in this Agreement shall be deemed to create a right that is enforceable by any person who is not a party to the Agreement.

16.8

This Agreement is governed by and shall be construed in accordance with English law and the exclusive jurisdiction of the English courts. In the event of any dispute arising in respect of this Agreement and the matter is not resolved within a period of fourteen (14) days from the date of notification of the dispute then the parties shall aim to resolve the dispute by Alternative Dispute Resolution (ADR) Procedure using the services for the Centre of Dispute Resolution (CEDR), 3-5 Norwich Street, London EC4A IEJ, prior to any such dispute being referred to the courts.

EXECUTED by the parties

Signed by /s/ Authorized Signatory )

)

for and on behalf of )

ROKE MANOR RESEARCH LIMITED )

Signed by /s/ Larry Olson )

)

for and on behalf of )

PEAK RESOURCES INCORPORATED )

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APPENDIX I

Copies of the following patents for ‘Cold Sky’ sensor Technology:-

Patent Reference

Number

Status

Publication

date

Filings

Description

GB2292463A

Granted

21.02.1996

Improvements in or relating to

buried object detection systems.

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EX-10.8 4 peak_ex10-8.htm

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TECHNOLOGY EXPLOITATION AGREEMENT

THIS AGREEMENT is made the 29^th day of July 2008

BETWEEN:

(l)

(2)

WHEREAS:

(A)

(B)

PEAK wishes to obtain from ROKE the right to utilise the intellectual property rights in order to further develop, manufacture and sell products based on the Technology.

(A)

(B)

PEAK has contracted ROKE to develop the Product for PEAK (“Development Programme”) as detailed in Task 1 (“Task 1”) under the Development and Consultancy Support Services Agreement.

IT IS AGREED as follows:

INTERPRETATION

1.1

In this Agreement:

“Upfront Fee” means the upfront payment payable by PEAK to ROKE for the licence to use and incorporate the Intellectual Property in the Product.

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“Royalty” means the royalty payment payable by PEAK to ROKE for each Product deployed and/or sold by PEAK in accordance with Clause 3.1 or 3.2.

“Effective Date”, “Duration” and “Initiating Party” shall have those meanings prescribed to them in Clause 11.

“Technology” shall have the meaning prescribed above and referred to in Appendix 1.

“Development Programme” shall have the meaning as prescribed in WHEREAS (D) above.

1.2

1.3

In this Agreement reference to:

(i)

a "subsidiary" or "holding company" shall be construed in accordance with section 736 of the Companies Act 1985;

(ii)

“persons” includes a reference to any body corporate, unincorporated association or partnership;

(iii)

a “person” includes a reference to that person's legal personal representatives, successors and permitted assigns;

(iv)

a “Clause” or “Appendix”, unless the context otherwise requires, is a reference to a clause of or appendix to this Agreement;

1.4

The headings in this Agreement shall not affect its interpretation.

GRANT

2.1

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2.2

(i)

the ongoing support, installation, repair or enhancement of existing products already sold or contracted to be sold at the time of execution of this Agreement; and

(ii)

technologies, other than the Technology, for the location of buried objects.

2.3

PAYMENTS

3.1

PEAK shall pay to ROKE the following:

(i)

an Upfront Fee of £125,000.00 (one hundred and twenty five thousand pounds sterling) shall be payable immediately upon completion of WP3 as detailed in Task 1; and thereafter

(ii)

shall pay to ROKE a Royalty of £125.00 (one hundred and twenty five pounds sterling) for each Product deployed by PEAK, including sales of the Product designed by PEAK for integration into systems manufactured by third parties or suppliers and spare or replacement parts.

3.3

3.4

3.5

3.6

3.7

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PROVISION OF INFORMATION AND SUPPORT

4.1

4.2

ROKE agrees to provide technical support and assistance to PEAK for the Duration of this Agreement on standard commercial terms to be agreed.

TRADE MARKS AND MARKING

5.1

5.2

PEAK shall not apply to register any trademarks relating to the Product in its own name without the prior written permission of ROKE, such permission to be not unreasonably withheld.

PATENT

6.1

The Intellectual Property licensed to PEAK under this Agreement incorporates inventions described in certain UK patent applications detailed in Appendix 1.

INTELLECTUAL PROPERTY RIGHTS

7.1

ROKE warrants and represents to PEAK that ROKE:

(i)

is the owner of the Intellectual Property free from encumbrances;

(ii)

has the right to grant to PEAK the rights and licences hereby granted or agreed to be granted.

7.2

7.3

INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT

8.1

In the event that either Party identifies an infringement by a third party of any of the Intellectual Property ROKE shall at its own option either:

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(i)

institute or defend proceedings in its own name; or

(ii)

consent on terms to be agreed the manner in which PEAK would be entitled to conduct litigation in its own name; or

(iii)

lend its name to any proceedings, including interlocutory proceedings where relevant, and provide any other reasonable assistance to PEAK.

WARRANTY

9.1

9.2

ROKE does not offer any warranty that the Intellectual Property or any other information supplied or services rendered by ROKE can be used to create a commercially successful Product.

9.2

9.3

ROKE disclaims and excludes all other warranties whether express or implied in law to the fullest extent permitted by law.

10.

CONFIDENTIALITY

10.1

10.2

10.3

Upon expiration or termination of this Agreement PEAK undertakes, if required to do so by ROKE, to immediately return to ROKE all ROKE’s confidential information.

10.4

The requirement for confidentiality will survive the termination of this Agreement by ten years.

11.

DURATION AND TERMINATION

11.1

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11.2

11.3

The events are:

(i)

a material breach by the Breaching Party of any of its obligations under this Agreement which (if the breach is capable of remedy) the Breaching Party has failed to remedy within 30 days after receipt of notice in writing from the Initiating Party giving particulars of the breach and requiring the Breaching Party to do so provided that if such breach is incapable of remedy within such 30 day period and the Breaching Party is diligently proceeding to remedy the default by taking active, effective and continuing steps to do so the Initiating Party shall not be entitled to terminate if the default is in fact remedied within a reasonable time;

(ii)

(iii)

(iv)

the Breaching Party making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally.

11.4

11.5

All rights and obligations of the parties shall cease to have effect immediately upon termination of this Agreement except that termination shall not affect:

(i)

the accrued rights and obligations of the parties at the date of termination; and

(ii)

any provisions of this Agreement necessary for the interpretation or enforcement of this Agreement.

12.

EXPORT LICENSES

12.1

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13.

MARKET DESIGNATION

13.1

14.

ASSIGNMENT AND SUBCONTRACTING

14.1

Neither party shall assign or transfer or purport to assign or transfer any of its rights or obligations under this Agreement. Provided that:-

(i)

ROKE may assign its rights under this Agreement in connection with the transfer to Siemens PLC or any of its subsidiaries for the time being of the business of ROKE.

(ii)

PEAK may subcontract the manufacture, support or distribution of the Product to a third party.

14.2

15.

INDEMNITIES AND LIMITATIONS OF LIABILITY

15.1

15.2

15.3

15.4

16.

GENERAL

16.1

No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties.

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16.2

16.3

16.4

In the event that any of the terms of this Agreement is judged to be in whole or in part illegal or unenforceable for any reason the remainder of the terms shall remain in force.

16.5

16.6

16.7

16.8

EXECUTED by the parties

Signed by /s/ Authorized Signatory )

)

for and on behalf of )

ROKE MANOR RESEARCH LIMITED )

Signed by /s/ Larry Olson )

)

for and on behalf of )

PEAK RESOURCES INCORPORATED )

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APPENDIX I

Copies of the following patents for 'Fig8' sensor Technology:

Patent Reference Number	Status	Publication date	Filings	Description
GB2339288	Granted	19.01.2000	UK	Buried object detector apparatus.
GB2278199	Granted	23.11.1994	UK	Apparatus for detecting and estimating length of hidden elongated conductive objects.
GB2280270	Granted	25.01.1995	UK	Improvements in or relating to apparatus for the detection of buried elongate conductive objects.

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