UTEK CORP
EX-10.1 AUGUST 28, 2003 PAUL D. MUNDY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>g84794exv10w1.txt
<DESCRIPTION>EX-10.1 AUGUST 28, 2003 PAUL D. MUNDY AGREEMENT
<TEXT>
<PAGE>
                            PATENT LICENSE AGREEMENT

                                  --EXCLUSIVE--

                                   Cover Page

     Patent License Issued: May 27, 2003

     Serial Numbers of Licensed Patents: U.S. Design Patent no. D 475,161

     Licensee: Sport Technologies, Inc., of Plant City, Florida

     Additional Remarks: Sport Technologies, Inc. intends to be acquired by
     GloTech Industries, Inc., of Gainesville, Florida within 30 days of the
     execution of this license agreement

This Patent License Agreement, hereinafter referred to as the "AGREEMENT,"
consists of this Cover Page, an attached AGREEMENT, a Signature Page, Appendix A
(List of Patent(s) or Patent Application(s)), Appendix B (Fields of Use and
Territory), Appendix C (Royalties), Appendix D (Modifications), Appendix E
(Benchmarks), and Appendix F (Commercial Development Plan). The Parties to this
AGREEMENT are:

1)   Paul D. Mundy ("PDM"), Inventor, hereinafter singly referred to as "PDM";
     and

2)   The person, corporation, or institution identified ABOVE AND/OR ON THE
     Signature Page, having offices at the address indicated on the Signature
     Page, hereinafter referred to as "Licensee."



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                       PATENT LICENSE AGREEMENT--EXCLUSIVE


PDM and LICENSEE agree as follows:

1.       BACKGROUND

         1.01     In the course of conducting investigative work and research,
                  PDM made inventions that may have commercial applicability.

         1.02     By assignment of patent rights from US Patent Office, PDM owns
                  intellectual property rights claimed in any United States and
                  foreign patent applications or patents corresponding to the
                  assigned inventions.

         1.03     PDM has the authority to enter into this AGREEMENT for the
                  licensing of rights to this invention.

         1.04     PDM desires to transfer these inventions to the private sector
                  through commercialization licenses to facilitate the
                  commercial development of products and processes for public
                  use and benefit.

         1.05     LICENSEE desires to acquire commercialization rights to
                  certain of these inventions in order to develop processes,
                  methods, or marketable products for public use and benefit.

2.       DEFINITIONS

         2.01     "BENCHMARKS" mean the performance milestones that are set
                  forth in Appendix E.

         2.02     "COMMERCIAL DEVELOPMENT PLAN" means the written
                  commercialization plan attached as Appendix F.

         2.03     "FIRST COMMERCIAL SALE" means the initial transfer by or on
                  behalf of LICENSEE or its sublicensees of LICENSED PRODUCTS or
                  the initial practice of a LICENSED PROCESS by or on behalf of
                  LICENSEE or its sublicensees in exchange for cash or some
                  equivalent to which value can be assigned for the purpose of
                  determining NET SALES.

         2.05     "LICENSED FIELDS OF USE" means the fields of use identified in
                  Appendix B.

         2.06     "LICENSED PATENT RIGHTS" shall mean:

                  a)       U.S. patent applications and patents listed in
                           Appendix A, all divisions and continuations of these
                           applications, all patents issuing from such
                           applications, divisions, and continuations, and any
                           reissues, reexaminations, and extensions of all such
                           patents;

                  b)       to the extent that the following contain one or more
                           claims directed to the invention or inventions
                           disclosed in a) above: i) continuations-in-part of a)
                           above; ii) all divisions and continuations of these
                           continuations-in-part; iii) all patents issuing from
                           such continuations-in-part, divisions, and


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                           continuations; and iv) any reissues, reexaminations,
                           AND EXTENSIONS OF ALL SUCH PATENTS;

                  c)       to the extent that the following contain one or more
                           claims directed to the invention or inventions
                           disclosed in a) above: all counterpart foreign
                           applications and patents to a) and b) above,
                           including those listed in Appendix A.

                  LICENSED PATENT RIGHTS shall NOT include b) or c) above to the
                  extent that they contain one or more claims directed to new
                  matter which is not the subject matter disclosed in a) above.

         2.07     "LICENSED PROCESS(ES)" means processes which, in the course of
                  being practiced would, in the absence of this AGREEMENT,
                  infringe one or more claims of the LICENSED PATENT RIGHTS that
                  have not been held invalid or unenforceable by an unappealed
                  or unappealable judgment of a court of competent jurisdiction.

         2.08     "LICENSED PRODUCT(S)" means tangible materials which, in the
                  course of manufacture, use, or sale would, in the absence of
                  this AGREEMENT, infringe one or more claims of the LICENSED
                  PATENT RIGHTS that have not been held invalid or unenforceable
                  by an unappealed or unappealable judgment of a court of
                  competent jurisdiction.

         2.09     "LICENSED TERRITORY" means the geographical area identified in
                  Appendix B.

         2.10     "NET SALES" means the total gross receipts for sales of
                  LICENSED PRODUCTS or practice of LICENSED PROCESSES by or on
                  behalf of Licensee or its sublicensees, and from leasing,
                  renting, or otherwise making LICENSED PRODUCTS available to
                  others without sale or other dispositions, whether invoiced or
                  not, less returns and allowances actually granted, packing
                  costs, insurance costs, freight out, taxes or excise duties
                  imposed on the transaction (if separately invoiced), and
                  wholesaler and cash discounts in amounts customary in the
                  trade. No deductions shall be made for commissions paid to
                  individuals, whether they be with independent sales agencies
                  or regularly employed by LICENSEE, or sublicensees, and on its
                  payroll, or for the cost of collections.

         2.11     "PRACTICAL APPLICATION" means to manufacture in the case of a
                  composition or product, to practice in the case of a process
                  or method, or to operate in the case of a machine or system;
                  and in each case, under such conditions as to establish that
                  the invention is being utilized and that its benefits are to
                  the extent permitted by law.

         2.12     "RESEARCH LICENSE" means a nontransferable, nonexclusive
                  license to make and to use the LICENSED PRODUCTS OR LICENSED
                  PROCESSES as defined by the LICENSED PATENT RIGHTS for
                  purposes of research and not for purposes of commercial
                  manufacture or distribution or in lieu of purchase.




                                  Page 3 of 21
<PAGE>


3.       GRANT OF RIGHTS

         3.01     PDM hereby grants and LICENSEE accepts, subject to the terms
                  and conditions of this AGREEMENT, an exclusive license under
                  the LICENSED PATENT RIGHTS in the LICENSED TERRITORY to make
                  and have made, to use and have used, and to sell and have sold
                  any LICENSED PRODUCTS in the LICENSED FIELDS OF USE and to
                  practice and have practiced any LICENSED PROCESSES in the
                  LICENSED FIELDS OF USE.

         3.02     This AGREEMENT confers no license or rights by implication,
                  estoppel, or otherwise under any patent applications or
                  patents of PDM other than LICENSED PATENT RIGHTS regardless of
                  whether such patents are dominant or subordinate to LICENSED
                  PATENT RIGHTS.

4.       SUBLICENSING

         4.01     Upon written approval by PDM, which approval will not be
                  unreasonably withheld, LICENSEE may enter into sublicensing
                  agreements under the LICENSED PATENT RIGHTS.

         4.02     LICENSEE agrees that any sublicenses granted by it shall
                  provide that the obligations to PDM of Paragraph 7.01, 9.01,
                  9.02, 11.05 and 12.07-12.09 of this AGREEMENT shall be binding
                  upon the sublicensee as if it were a party to this AGREEMENT.
                  LICENSEE further agrees to attach copies of these Paragraphs
                  to all sublicense agreements.

         4.03     Any sublicenses granted by LICENSEE shall provide for the
                  termination of the sublicense, or the conversion to a license
                  directly between such sublicensees and PDM, at the option of
                  the sublicensee, upon termination of this AGREEMENT under
                  Article 13. Such conversion is subject to PDM approval and
                  contingent upon acceptance by the sublicensee of the remaining
                  provisions of this AGREEMENT.

         4.04     LICENSEE agrees to forward to PDM a copy of each fully
                  executed sublicense agreement postmarked within thirty (30)
                  days of the execution of such agreement. To the extent
                  permitted by law, PDM agrees to maintain each such sublicense
                  agreement in confidence.

5.       ROYALTIES AND REIMBURSEMENT

         5.01     LICENSEE agrees to pay to PDM a noncreditable, nonrefundable
                  license issue royalty fee as set forth in Appendix C within
                  thirty (30) days from the date that this AGREEMENT becomes
                  effective.

         5.02     LICENSEE agrees to pay to PDM a nonrefundable minimum annual
                  royalty as set forth in Appendix C. The minimum annual royalty
                  is due and payable on January 1 of each calendar year and may
                  be credited against any earned royalties due for sales made in
                  that year. The minimum annual royalty due for the first
                  calendar year of this AGREEMENT may be prorated according to
                  the fraction of the calendar year remaining between the
                  effective date of this AGREEMENT and the next subsequent
                  January 1.

         5.03     LICENSEE agrees to pay PDM earned royalties as set forth in
                  Appendix C.




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         5.04     LICENSEE agrees to pay PDM benchmark royalties as set forth in
                  Appendix C.

         5.05     LICENSEE agrees to pay PDM sublicensing royalties as set forth
                  in Appendix C.

         5.06     A claim of a patent or patent application licensed under this
                  AGREEMENT shall cease to fall within the LICENSED PATENT
                  RIGHTS for the purpose of computing the minimum annual royalty
                  and earned royalty payments in any given country on the
                  earliest of the dates that a) the claim has been abandoned but
                  not continued, b) the patent expires or irrevocably lapses, or
                  c) the claim has been held to be invalid or unenforceable by
                  an unappealed or unappealable decision of a court of competent
                  jurisdiction or administrative agency.

         5.07     No multiple royalties shall be payable because any LICENSED
                  PRODUCTS or LICENSED PROCESSES are covered by more than one of
                  the LICENSED PATENT RIGHTS.

         5.08     On sales of LICENSED PRODUCTS by LICENSEE to sublicensees or
                  affiliated parties or on sales made in other than an
                  arm's-length transaction, the value of the NET SALES
                  attributed under this Article 6 to such a transaction shall be
                  that which would have been received in an arm's-length
                  transaction, based on sales of like quantity and quality
                  products on or about the time of such transaction.

         5.09     With regard to expenses associated with the preparation,
                  filing, prosecution, and maintenance of all patent
                  applications and patents included within the LICENSED PATENT
                  RIGHTS incurred by PDM prior to the effective date of this
                  AGREEMENT, LICENSEE shall not be liable to PDM.

         5.10     With regard to expenses associated with the preparation,
                  filing, prosecution, and maintenance of all patent
                  applications and patents included within the LICENSED PATENT
                  RIGHTS incurred by PDM on or after the effective date of this
                  AGREEMENT, PDM, at its sole option, may require LICENSEE:

                  (a) to pay PDM on an annual basis, within sixty (60) days of
                  PDM'S submission of a statement and request for payment, a
                  royalty amount equivalent to all such patent expenses incurred
                  during the previous calendar year(s); or

                  (b) to pay such expenses directly to the law firm employed by
                  PDM to handle such functions. However, in such event, PDM and
                  not LICENSEE shall be the client of such law firm.

                  Under exceptional circumstances, LICENSEE may be given the
                  right to assume responsibility for the preparation, filing,
                  prosecution, or maintenance of any patent application or
                  patent included with the LICENSED PATENT RIGHTS. In that
                  event, LICENSEE shall directly pay the attorneys or agents
                  engaged to prepare, file, prosecute or maintain such patent



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                  applications or patents and shall provide to PDM copies of
                  each invoice associated with such services as well as
                  documentation that such invoices have been paid.

         5.11     LICENSEE may elect to surrender its rights in any country of
                  the LICENSED TERRITORY under any LICENSED PATENT RIGHTS upon
                  sixty (60) days written notice to PDM and owe no payment
                  obligation under Article 5.10 for patent-related expenses
                  incurred in that country after the effective date of such
                  written notice.

         5.12     This AGREEMENT will be null and void if the noncreditable,
                  nonrefundable license issue royalty fee is not paid within 30
                  days of the execution of this AGREEMENT.

6.       PATENT FILING, PROSECUTION, AND MAINTENANCE

         6.01     Except as otherwise provided in this Article 6, PDM agrees to
                  take responsibility for, but to consult with, the LICENSEE in
                  the preparation, filing, prosecution, and maintenance of any
                  and all patent applications or patents included in the
                  LICENSED PATENT RIGHTS and shall furnish copies of relevant
                  patent-related documents to LICENSEE.

         6.02     Upon PDM'S written request, LICENSEE shall assume the
                  responsibility for the preparation, filing, prosecution, and
                  maintenance of any and all patent applications or patents
                  included in the LICENSED PATENT RIGHTS and shall on an ongoing
                  basis promptly furnish copies of all patent-related documents
                  to PDM. In such event, LICENSEE shall, subject to the prior
                  approval of PDM, select registered patent attorneys or patent
                  agents to provide such services on behalf of LICENSEE and PDM.
                  PDM shall provide appropriate powers of attorney and other
                  documents necessary to undertake such actions to the patent
                  attorneys or patent agents providing such services. LICENSEE
                  and its attorneys or agents shall consult with PDM in all
                  aspects of the preparation, filing, prosecution and
                  maintenance of patent applications and patents included within
                  the LICENSED PATENT RIGHTS and shall provide PDM sufficient
                  opportunity to comment on any document that LICENSEE intends
                  to file or to cause to be filed with the relevant intellectual
                  property or patent office.

         6.03     At any time, PDM may provide LICENSEE with written notice that
                  PDM wishes to assume control of the preparation, filing,
                  prosecution, and maintenance of any and all patent
                  applications or patents included in the LICENSED PATENT
                  RIGHTS. If PDM elects to assume such responsibilities,
                  Licensee agrees to cooperate fully with PDM, its attorneys and
                  agents in the preparation, filing, prosecution, and
                  maintenance of any and all patent applications or patents
                  included in the LICENSED PATENT RIGHTS and to provide PDM with
                  complete copies of any and all documents or other materials
                  that PDM deems necessary to undertake such responsibilities.
                  LICENSEE shall be responsible for all costs associated with
                  transferring patent prosecution responsibilities to an
                  attorney or agent of PDM'S choice.

         6.04     Each party shall promptly inform the other as to all matters
                  that come to its attention that may affect the preparation,
                  filing, prosecution, or maintenance of the LICENSED PATENT



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                  RIGHTS and permit each other to provide comments and
                  suggestions with respect to the preparation, filing, and
                  prosecution of LICENSED PATENT RIGHTS, which comments and
                  suggestions shall be considered by the other party.

7.       RECORD KEEPING

         7.01     LICENSEE agrees to keep accurate and correct records of
                  LICENSED PRODUCTS made, used, or sold and LICENSED PROCESSES
                  practiced under this Agreement appropriate to determine the
                  amount of royalties due PDM. Such records shall be retained
                  for at least five (5) years following a given reporting
                  period. They shall be available during normal business hours
                  for inspection at the expense of PDM by an accountant or other
                  designated auditor selected by PDM for the sole purpose of
                  verifying reports and payments hereunder. The accountant or
                  auditor shall only disclose to PDM information relating to the
                  accuracy of reports and payments made under this AGREEMENT. If
                  an inspection shows an underreporting or underpayment in
                  excess of five percent (5%) for any twelve (12) month period,
                  then LICENSEE shall reimburse PDM for the cost of the
                  inspection at the time LICENSEE pays the unreported royalties,
                  including any late charges as required by Paragraph 8.08 of
                  this AGREEMENT. All payments required under this Paragraph
                  shall be due within thirty (30) days of the date PDM provides
                  LICENSEE notice of the payment due.

         7.02     LICENSEE agrees to conduct an independent audit of sales and
                  royalties at least every two years if annual sales of the
                  LICENSED PRODUCT or LICENSED PROCESSES are over two (2)
                  million dollars. The audit shall address, at a minimum, the
                  amount of gross sales by or on behalf of LICENSEE during the
                  audit period, the amount of funds owed to the PDM under this
                  AGREEMENT, and whether the amount owed has been paid to the
                  PDM and is reflected in the records of the Licensee. A report
                  by the auditor shall be submitted promptly to PDM on
                  completion. LICENSEE shall pay for the entire cost of the
                  audit.

8.       REPORTS ON PROGRESS, BENCHMARKS, SALES, AND PAYMENTS

         8.01     Prior to signing this AGREEMENT, LICENSEE has provided to PDM
                  the COMMERCIAL DEVELOPMENT PLAN at Appendix F, under which
                  LICENSEE intends to bring the subject matter of the LICENSED
                  PATENT RIGHTS to the point of PRACTICAL APPLICATION. This
                  COMMERCIAL DEVELOPMENT PLAN is hereby incorporated by
                  reference into this Agreement. Based on this plan, performance
                  BENCHMARKS are determined as specified in Appendix E.

         8.02     LICENSEE shall provide written annual reports on its product
                  development progress or efforts to commercialize under the
                  COMMERCIAL DEVELOPMENT PLAN for each of the LICENSED FIELDS OF
                  USE within sixty (60) days after December 31 of each calendar
                  year. These progress reports shall include, but not be limited
                  to: progress on research and development, status of
                  applications for regulatory approvals, manufacturing,
                  sublicensing, marketing, and sales during the preceding
                  calendar year, as well as plans for the present calendar year.



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                  PDM also encourages these reports to include information on
                  any of LICENSEE'S public service activities that relate to the
                  LICENSED PATENT RIGHTS. If reported progress differs from that
                  projected in the COMMERCIAL DEVELOPMENT PLAN and BENCHMARKS,
                  LICENSEE shall explain the reasons for such differences. In
                  any such annual report, LICENSEE may propose amendments to the
                  COMMERCIAL DEVELOPMENT PLAN, acceptance of which by PDM may
                  not be denied unreasonably. LICENSEE agrees to provide any
                  additional information reasonably required by PDM to evaluate
                  LICENSEE'S performance under this AGREEMENT. LICENSEE may
                  amend the BENCHMARKS at any time upon written consent by PDM.
                  PDM shall not unreasonably withhold approval of any request of
                  LICENSEE to extend the time periods of this schedule if such
                  request is supported by a reasonable showing by LICENSEE of
                  diligence in its performance under the COMMERCIAL DEVELOPMENT
                  PLAN and toward bringing the LICENSED PRODUCTS to the point of
                  practical application as defined in 37 CFR 404.3(d). LICENSEE
                  shall amend the COMMERCIAL DEVELOPMENT PLAN and BENCHMARKS at
                  the request of PDM to address any LICENSED FIELDS OF USE not
                  specifically addressed in the plan originally submitted.

         8.03     LICENSEE shall report to PDM the date of the FIRST COMMERCIAL
                  SALE in each country in the LICENSED TERRITORY within thirty
                  (30) days of such occurrence.

         8.04     LICENSEE shall submit to PDM within sixty (60) days after each
                  calendar half-year ending June 30 and December 31 a royalty
                  report setting forth for the preceding half-year period the
                  amount of the LICENSED PRODUCTS sold or LICENSED PROCESSES
                  practiced by or on behalf of LICENSEE in each country within
                  the LICENSED TERRITORY, the NET SALES, and the amount of
                  royalty accordingly due. With each such royalty report,
                  LICENSEE shall submit payment of the earned royalties due. If
                  no earned royalties are due to PDM for any reporting period,
                  the written report shall so state. The royalty report shall be
                  certified as correct by an authorized officer of LICENSEE and
                  shall include a detailed listing of all deductions made under
                  Paragraph 2.10 to determine NET SALES made under Article 5 to
                  determine royalties due.

         8.05     LICENSEE agrees to forward semi-annually to PDM a copy of such
                  reports received by LICENSEE from its sublicensees during the
                  preceding half-year period as shall be pertinent to a royalty
                  accounting to PDM by LICENSEE for activities under the
                  sublicense.

         8.06     Royalties due under Article 5 shall be paid in U.S. dollars.
                  For conversion of foreign currency to U.S. dollars, the
                  conversion rate shall be the New York foreign exchange rate
                  quoted in THE WALL STREET JOURNAL on the day that the payment
                  is due. All checks and bank drafts shall be drawn on United
                  States banks and shall be payable, as appropriate, to Paul D.
                  Mundy, 2813 W. Lorraine Avenue, Tampa, Florida 33614. Any loss
                  of exchange, value, taxes, or other expenses incurred in the
                  transfer or conversion to U.S. dollars shall be paid entirely
                  by LICENSEE. The royalty report required by Paragraph 8.04 of
                  this AGREEMENT shall accompany each such payment and a copy of
                  such report shall also be mailed to PDM at its address for
                  notices indicated on the Signature Page of this AGREEMENT.



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         8.07     LICENSEE shall be solely responsible for determining if any
                  tax on royalty income is owed outside the United States and
                  shall pay any such tax and be responsible for all filings with
                  appropriate agencies of foreign governments.

         8.08     Late charges will be assessed by PDM as additional royalties
                  on any overdue payments at a rate of one (1) percent per month
                  compounded monthly. The payment of such late charges shall not
                  prevent PDM from exercising any other rights it may have as a
                  consequence of the lateness of any payment.

         8.09     All plans and reports required by this Article 8 and marked
                  "confidential" by LICENSEE shall, to the extent permitted by
                  law, be treated by PDM as commercial and financial information
                  obtained from a person and as privileged and confidential and
                  any proposed disclosure of such records by the PDM under the
                  Freedom of Information Act, 5 U.S.C. ss. 552 shall be subject
                  to the predisclosure notification requirements of 45 CFR ss.
                  5.65(d).

9.       PERFORMANCE

         9.01     LICENSEE shall use its reasonable best efforts to bring the
                  License Products and Licensed Processes to Practical
                  Application. "Reasonable best efforts" for the purposes of
                  this provision shall include adherence to the COMMERCIAL
                  DEVELOPMENT PLAN at Appendix F and performance of the
                  BENCHMARKS at Appendix E. The efforts of a sublicensee shall
                  be considered the efforts of LICENSEE.

         9.02     Upon the FIRST COMMERCIAL SALE, until the expiration of this
                  Agreement, LICENSEE shall use its reasonable best efforts to
                  make LICENSED PRODUCTS and LICENSED PROCESSES reasonably
                  accessible to the United States public.

10.      INFRINGEMENT AND PATENT ENFORCEMENT

         10.01    PDM and LICENSEE agree to notify each other promptly of each
                  infringement or possible infringement of the LICENSED PATENT
                  RIGHTS, as well as any facts which may affect the validity,
                  scope, or enforceability of the LICENSED PATENT RIGHTS of
                  which either Party becomes aware.

         10.02    Pursuant to this AGREEMENT and the provisions of Chapter 29 of
                  title 35, United States Code, LICENSEE may a) bring suit in
                  its own name, at its own expense, and on its own behalf for
                  infringement of presumably valid claims in the LICENSED PATENT
                  RIGHTS; b) in any such suit, enjoin infringement and collect
                  for its use, damages, profits, and awards of whatever nature
                  recoverable for such infringement; and c) settle any claim or
                  suit for infringement of the LICENSED PATENT RIGHTS provided,
                  however, that PDM shall have the first right to take such
                  actions. If LICENSEE desires to initiate a suit for patent
                  infringement, LICENSEE shall notify PDM in writing. If PDM
                  does not notify LICENSEE of its intent to pursue legal action
                  within ninety (90) days, LICENSEE will be free to initiate
                  suit. PDM shall have a continuing right to intervene in such
                  suit. In all cases, LICENSEE agrees to keep PDM reasonably



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                  apprised of the status and progress of any litigation. Before
                  LICENSEE commences an infringement action, LICENSEE shall
                  notify PDM and give careful consideration to the views of PDM
                  and to any potential effects of the litigation on the public
                  health in deciding whether to bring suit.

         10.03    In the event that a declaratory judgment action alleging
                  invalidity or non-infringement of any of the LICENSED PATENT
                  RIGHTS shall be brought against LICENSEE or raised by way of
                  counterclaim or affirmative defense in an infringement suit
                  brought by LICENSEE under Paragraph 10.02, pursuant to this
                  AGREEMENT and the provisions of Chapter 29 of Title 35, United
                  States Code or other statutes, LICENSEE may a) defend the suit
                  in its own name, at its own expense, and on its own behalf for
                  presumably valid claims in the LICENSED PATENT RIGHTS; b) in
                  any such suit, ultimately to enjoin infringement and to
                  collect for its use, damages, profits, and awards of whatever
                  nature recoverable for such infringement; and c) settle any
                  claim or suit for declaratory judgment involving the LICENSED
                  PATENT Rights-provided, however, that PDM shall have the first
                  right to take such actions and shall have a continuing right
                  to intervene in such suit. If PDM does not notify LICENSEE of
                  its intent to respond to the legal action within a reasonable
                  time, LICENSEE will be free to do so. If LICENSEE elects not
                  to defend against such declaratory judgment action, PDM, at
                  its option, may do so at its own expense. In all cases,
                  LICENSEE agrees to keep PDM reasonably apprised of the status
                  and progress of any litigation. Before LICENSEE commences an
                  infringement action, LICENSEE shall notify PDM and give
                  careful consideration to the views of PDM and to any potential
                  effects of the litigation on the public health in deciding
                  whether to bring suit.

                  In the event that fifty percent (50%) of such expenses exceed
                  the amount of royalties payable by LICENSEE in any calendar
                  year, the expenses in excess may be carried over as a credit
                  on the same basis into succeeding calendar years. A credit
                  against litigation expenses, however, may not reduce the
                  royalties due in any calendar year to less than the minimum
                  annual royalty. Any recovery made by LICENSEE, through court
                  judgment or settlement, first shall be applied to reimburse
                  PDM for royalties withheld as a credit against litigation
                  expenses and then to reimburse LICENSEE for its litigation
                  expense. Any remaining recoveries shall be shared equally by
                  LICENSEE and PDM.

         10.04    PDM shall cooperate fully with LICENSEE in connection with any
                  action under Paragraph 10.02 or 10.03. PDM agrees promptly to
                  provide access to all necessary documents and to render
                  reasonable assistance in response to a request by LICENSEE.

11.      NEGATION OF WARRANTIES AND INDEMNIFICATION

         11.01 PDM offers no warranties other than those specified in Article 1.

         11.02    PDM does not warrant the validity of the LICENSED PATENT
                  RIGHTS and makes no representations whatsoever with regard to
                  the scope of the LICENSED PATENT RIGHTS, or that the LICENSED
                  PATENT RIGHTS may be exploited without infringing other
                  patents or other intellectual property rights of third
                  parties.

         11.03    PDM MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF
                  MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY
                  SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT
                  RIGHTS.



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         11.04    PDM does not represent that it will commence legal actions
                  against third parties infringing the LICENSED PATENT RIGHTS.

         11.05    LICENSEE shall indemnify and hold PDM, its employees,
                  students, fellows, agents, and consultants harmless from and
                  against all liability, demands, damages, expenses, and losses,
                  including but not limited to death, personal injury, illness,
                  or property damage in connection with or arising out of a) the
                  use by or on behalf of LICENSEE, its sublicensees, directors,
                  employees, or third parties of any LICENSED PATENT RIGHTS, or
                  b) the design, manufacture, distribution, or use of any
                  LICENSED PRODUCTS, LICENSED PROCESSES or materials by
                  LICENSEE, or other products or processes developed in
                  connection with or arising out of the LICENSED PATENT RIGHTS.
                  LICENSEE agrees to maintain a liability insurance program
                  consistent with sound business practice.

12.      TERM, TERMINATION, AND MODIFICATION OF RIGHTS

         12.01    This AGREEMENT is effective when signed by all parties and
                  shall extend to the expiration of the last to expire of the
                  LICENSED PATENT RIGHTS unless sooner terminated as provided in
                  this Article 12.

         12.02    In the event that LICENSEE is in default in the performance of
                  any material obligations under this AGREEMENT, including but
                  not limited to the obligations listed in Article 12.05, and if
                  the default has not been remedied within ninety (90) days
                  after the date of notice in writing of such default, PDM may
                  terminate this AGREEMENT by written notice.

         12.03    In the event that LICENSEE becomes insolvent, files a petition
                  in bankruptcy, has such a petition filed against it,
                  determines to file a petition in bankruptcy, or receives
                  notice of a third party's intention to file an involuntary
                  petition in bankruptcy, LICENSEE shall immediately notify PDM
                  in writing.

         12.04    LICENSEE shall have a unilateral right to terminate this
                  AGREEMENT and/or any licenses in any country by giving PDM
                  sixty (60) days written notice to that effect.

         12.05    PDM shall specifically have the right to terminate or modify,
                  at its option, this AGREEMENT, if PDM determines that the
                  LICENSEE: 1) is not executing the COMMERCIAL DEVELOPMENT PLAN
                  submitted with its request for a license and the LICENSEE
                  cannot otherwise demonstrate to PDM's satisfaction that the
                  LICENSEE has taken, or can be expected to take within a
                  reasonable time, effective steps to achieve practical
                  application of the LICENSED PRODUCTS or LICENSED Processes; 2)
                  has not achieved the Benchmarks as may be modified under
                  Paragraph 8.02; 3) has willfully made a false statement of, or
                  willfully omitted, a material fact in the license application
                  or in any report required by the license agreement; 4) has
                  committed a material breach of a covenant or agreement



                                 Page 11 of 21
<PAGE>

                  contained in the license; 5) is not keeping LICENSED PRODUCTS
                  or LICENSED PROCESSES reasonably available to the public after
                  commercial use commences; 6) cannot reasonably satisfy unmet
                  health and safety needs. In making this determination, PDM
                  will take into account the normal course of such commercial
                  development programs conducted with sound and reasonable
                  business practices and judgment and the annual reports
                  submitted by LICENSEE under Paragraph 8.02. Prior to invoking
                  this right, PDM shall give written notice to LICENSEE
                  providing LICENSEE specific notice of, and a ninety (90) day
                  opportunity to respond to, PDM's concerns as to the previous
                  items 1) to 7). If LICENSEE fails to alleviate PDM's concerns
                  as to the previous items 1) to 7) or fails to initiate
                  corrective action to PDM's satisfaction, PDM may terminate
                  this AGREEMENT.

         12.06    When the public health and safety so require, and after
                  written notice to LICENSEE providing LICENSEE a sixty (60) day
                  opportunity to respond, PDM shall have the right to require
                  LICENSEE to grant sublicenses to responsible applicants, on
                  reasonable terms, in any Licensed Fields of Use under the
                  Licensed Patent Rights, unless LICENSEE can reasonably
                  demonstrate that the granting of the sublicense would not
                  materially increase the availability to the public of the
                  subject matter of the LICENSED PATENT RIGHTS. PDM will not
                  require the granting of a sublicense unless the responsible
                  applicant has first negotiated in good faith with LICENSEE.

         12.07    PDM reserves the right according to 35 U.S.C. ss. 209(f)(4) to
                  terminate or modify this AGREEMENT if it is determined that
                  such action is necessary to meet requirements for public use
                  specified by federal regulations issued after the date of the
                  license and such requirements are not reasonably satisfied by
                  LICENSEE.

         12.08    Within thirty (30) days of receipt of written notice of PDM'S
                  unilateral decision to modify or terminate this Agreement,
                  LICENSEE may, consistent with the provisions of 37 CFR 404.11,
                  appeal the decision by written submission to the designated
                  PDM official. The decision of the designated PDM official
                  shall be the final agency decision. LICENSEE may thereafter
                  exercise any and all administrative or judicial remedies that
                  may be available.

         12.09    Within ninety (90) days of termination of this AGREEMENT under
                  this Article 12 or expiration under Paragraph 3.02, a final
                  report shall be submitted by LICENSEE. Any royalty payments,
                  including those related to patent expense, due to PDM shall
                  become immediately due and payable upon termination or
                  expiration. If terminated under this Article 12, sublicensees
                  may elect to convert their sublicenses to direct licenses with
                  PDM pursuant to Paragraph 4.03.

13.      GENERAL PROVISIONS

         13.01    Neither Party may waive or release any of its rights or
                  interests in this AGREEMENT except in writing.

         13.02    This AGREEMENT constitutes the entire agreement between the
                  Parties relating to the subject matter of the LICENSED PATENT
                  RIGHTS, and all prior negotiations, representations,


                                 Page 12 of 21
<PAGE>


                  agreements, and understandings are merged into, extinguished
                  by, and completely expressed by this AGREEMENT.

         13.03    The provisions of this AGREEMENT are severable, and in the
                  event that any provision of this AGREEMENT shall be determined
                  to be invalid or unenforceable under any controlling body of
                  law such determination shall not in any way affect the
                  validity or enforceability of the remaining provisions of this
                  AGREEMENT.

         13.04    If either Party desires a modification to this AGREEMENT, the
                  Parties shall, upon reasonable notice of the proposed
                  modification by the Party desiring the change, confer in good
                  faith to determine the desirability of such modification. No
                  modification will be effective until a written amendment is
                  signed by the signatories to this AGREEMENT or their
                  designees.

         13.05    The construction, validity, performance, and effect of this
                  AGREEMENT shall be governed by Federal law as applied by the
                  Federal courts in the State of Florida.

         13.06    All notices required or permitted by this AGREEMENT shall be
                  given by prepaid, first class, registered or certified mail
                  properly addressed to the other Party at the address
                  designated on the following Signature Page, or to such other
                  address as may be designated in writing by such other Party,
                  and shall be effective as of the date of the postmark of such
                  notice.

         13.07    This AGREEMENT shall not be assigned by LICENSEE except a)
                  with the prior written consent of PDM, such consent not to be
                  withheld unreasonably; or b) as part of a sale or transfer of
                  substantially the entire business of LICENSEE relating to
                  operations which concern this Agreement. LICENSEE shall notify
                  PDM within ten (10) days of any assignment of this Agreement
                  by LICENSEE. It is the intent of the LICENSEE, and with
                  approval by PDM, to be acquired in its entirety by GloTech
                  Industries, Inc., of Gainesville, Florida, within 30 days of
                  the execution of this AGREEMENT.

         13.08    LICENSEE acknowledges that it is subject to and agrees to
                  abide by the United States laws and regulations (including the
                  Export Administration Act of 1979 and Arms Export Control Act)
                  controlling the export of technical data, computer software,
                  laboratory prototypes, biological material, and other
                  commodities. The transfer of such items may require a license
                  from the cognizant Agency of the U.S. GOVERNMENT or written
                  assurances by LICENSEE that it shall not export such items to
                  certain foreign countries without prior approval of such
                  agency. PDM neither represents that a license is or is not
                  required or that, if required, it shall be issued.

         13.09    LICENSEE agrees to mark the LICENSED PRODUCTS or their
                  packaging sold in the United States with all applicable U.S.
                  patent numbers and similarly to indicate "Patent Issued"
                  status. All LICENSED PRODUCTS manufactured in, shipped to, or
                  sold in other countries shall be marked in such a manner as to
                  preserve PDM patent rights in such countries.

         13.10    The Parties agree to attempt to settle amicably any
                  controversy or claim arising under this Agreement or a breach



                                 Page 13 of 21
<PAGE>

                  of this Agreement, except for appeals of modifications or
                  termination decisions provided for in Article 13. LICENSEE
                  agrees first to appeal any such unsettled claims or
                  controversies to the designated PDM official, or designee,
                  whose decision shall be considered the final agency decision.
                  Thereafter, LICENSEE may exercise any administrative or
                  judicial remedies that may be available.

         13.11    Nothing relating to the grant of a license, nor the grant
                  itself, shall be construed to confer upon any person any
                  immunity from or defenses under the antitrust laws or from a
                  charge of patent misuse, and the acquisition and use of rights
                  pursuant to 37 CFR Part 404 shall not be immunized from the
                  operation of state or Federal law by reason of the source of
                  the grant.

         13.12    Paragraph 4.03, 7.01, 8.06-8.08, 11.01-11.05, 12.08, 12.09,
                  and 13.12 of this AGREEMENT shall survive termination of this
                  AGREEMENT.

                          SIGNATURES BEGIN ON NEXT PAGE





                                 Page 14 of 21
<PAGE>









                     PDM PATENT LICENSE AGREEMENT--EXCLUSIVE

                                 SIGNATURE PAGE


For PDM:

---------------------------------------      ------------
Signature of Authorized PDM Official              Date

PAUL D. MUNDY

INVENTOR
Title


MAILING ADDRESS FOR NOTICES:

2813 W. Lorraine Avenue
Tampa, Florida 33614


For LICENSEE (Upon, information and belief, the undersigned expressly certifies
or affirms that the contents of any statements of LICENSEE made or referred to
in this document are truthful and accurate.):


by:

--------------------------------------       ------------
Signature of Authorized Official                    Date

SAM REIBER, ESQ.
Printed Name

PRESIDENT
Title


MAILING ADDRESS FOR NOTICES:

202 South Wheeler Street
Plant City, Florida 33563



                                 Page 15 of 21
<PAGE>


                 APPENDIX A--Patent(s) or Patent Application(s)


PATENT(S) OR PATENT APPLICATION(S):

UNITED STATES DESIGN PATENT NO. D475,161

DATE OF PATENT: MAY 27, 2003

TITLE: "SPORTS ENTHUSIAST'S HELMET WITH BATTERY POWERED STROBE UNIT"

INVENTOR: PAUL D. MUNDY

TERM:  14 YEARS

APPL. NO.: 29/165,480

FILED: AUG. 12, 2002




                                 Page 16 of 21
<PAGE>


                APPENDIX B--Licensed Fields of Use and Territory


Licensed Fields of Use: All






Licensed Territory: Worldwide

                                 Page 17 of 21
<PAGE>


                              APPENDIX C--Royalties


ROYALTIES:

LICENSEE agrees to pay to PDM a noncreditable, nonrefundable license issue fee
in the amount

of $10,000.



LICENSEE agrees to pay to PDM a nonrefundable minimum annual royalty in the
amount

of 3%.



LICENSEE agrees to pay PDM earned royalties on NET SALES as follows:

         ----------------------------------- ----------------------------
         Year                                Minimum Payment (creditable)
         ----------------------------------- ----------------------------
         1st                                 $   0
         ----------------------------------- ----------------------------
         2nd                                 $   7,500
         ----------------------------------- ----------------------------
         3rd                                 $ 10,000
         ----------------------------------- ----------------------------
         4th plus each year thereafter until $ 15,000
         the end of the patent life
         ----------------------------------- ----------------------------


LICENSEE agrees to pay PDM benchmark royalties as follows:

A one-time payment of:

  $  25,000 due upon cumulative sales benchmark of $ 1,000,000
  $  75,000 due upon cumulative sales benchmark of $ 3,000,000
  $ 100,000 due upon cumulative sales benchmark of $ 6,000,000

Benchmark payments are in addition to royalty payments


LICENSEE agrees to pay PDM sublicensing royalties as follows:

    50% of all royalties, payments, fees and income received from sublicensees.




                                 Page 18 of 21
<PAGE>


                            APPENDIX D--Modifications


PDM and LICENSEE agree to the following modifications to the Articles and
Paragraph of this AGREEMENT:






                                 Page 19 of 21
<PAGE>


                     APPENDIX E--Benchmarks and Performance


LICENSEE agrees to the following BENCHMARKS for its performance under this
AGREEMENT and, within ten (10) days of achieving a BENCHMARK, shall notify PDM
that the BENCHMARK has been achieved.

     1)   Work with PDM under the previously fully paid and agreed upon
          consulting service under a separate arrangement.

     2)   Under mutually agreeable terms, continue to work together with PDM to
          achieve desired result of bringing licensed technology to the market.




                                 Page 20 of 21
<PAGE>



                     APPENDIX F--Commercial Development Plan

         With the desire to bring the licensed technology to the marketplace,
LICENSEE will work together with PDM to construct an agreeable commercial
development plan in the immediate future, exploring any and all contacts and
leads presented by PDM to achieve this goal, including marketing agents,
manufacturing, suppliers, endorsements, sports and entertainment venues, etc.





                                 Page 21 of 21

</TEXT>
</DOCUMENT>
