LICENSE AGREEMENT

This License Agreement is made as of the 25th day of March 2008 (the “Effective Date”).

Between:

Satellite Forces International Inc., a corporation incorporated under the laws of Canada and having a place of business at 417 Hilson Ave, Ottawa, Ontario, Canada.

(hereinafter referred to as “Licensor” or “Satellite Forces”)

And:

4428188 Canada Inc., dba SAGETEA Group, a corporation incorporated under the laws of Canada and having a place of business at 417 Hilson Ave, Ottawa, Ontario, Canada.

(hereinafter referred to as “Licensee” or “SAGETEA”)

WHEREAS Licensor has developed and is the owner of the Atlantis Process Control System as described in Schedule 1 attached hereto (hereinafter referred to as “Atlantis” or the “Atlantis System”) and has developed related Know-How and Show How pertaining to the Atlantis System, all of which is hereinafter collectively referred to as the “Licensed Technology” or the “Atlantis Technology”;

AND WHEREAS Licensor is the owner of numerous trademarks as listed in Schedule 2 attached hereto (hereinafter referred to as the “Atlantis Trademarks”), which it has used in association with the Atlantis Technology.

AND WHEREAS Licensee recognizes the substantial commercial value of the Atlantis Technology and related trade secrets and confidential information including said Know How and Show How and the Atlantis Trademarks;

AND WHEREAS Licensee desires to secure from Licensor an exclusive and irrevocable license for the use of the Atlantis Technology and the Atlantis Trademarks and to market, distribute, sublicense, lease and sell the Atlantis Technology, World Wide (hereinafter referred to as the “Licensed Territory"), during the term of this License Agreement;

AND WHEREAS Licensor is willing to grant such an exclusive and irrevocable license to Licensee, and provide consultative and training services with respect to the implementation and use of the Atlantis Technology, subject to the terms and conditions set forth in this License Agreement;

NOW THEREFORE, for and in consideration of the premises and of the mutual covenants herein contained, and for additional and further consideration, the receipt of which is hereby acknowledged, Licensor and Licensee agree as follows:

1. DEFINITIONS

1. “Atlantis Technology”: The Atlantis System as described in Schedule 1 attached hereto, including all Know How and Show How relating to the Atlantis System.

2. “Atlantis Trademarks”: The trademark listed in Schedule 2 attached hereto, owned by Licensor and used in association with the Atlantis Technology.

3. “Gross Sales”: means the total value of all sales, lease and license fees, including all royalties, consulting fees, commissions and other payments received by Licensee for Atlantis Technology, but excluding all taxes.

4. “Licensed Territory”: Worldwide.

2. LICENSE GRANT

1. Licensor grants to Licensee, effective on the Effective Date written above and upon the terms and conditions as set forth in this License Agreement, an exclusive and irrevocable license to use the Atlantis Technology and the Atlantis Trademarks in the Licensed Territory and to market, distribute, sublicense, lease and sell the Atlantis Technology in the Licensed Territory.

2. For greater certainty, the exclusive and irrevocable license granted by Licensor to Licensee herein includes the right to grant sub-licenses for the Atlantis Technology and the Atlantis Trademarks to any other party.

3. DEVELOPMENT

1. Licensee agrees and undertakes to finance and bear the cost of any and all developmental work, research, testing, modifications, improvements or refinements necessary or desirable to facilitate the implementation on a commercial scale of the Atlantis Technology.

4. QUALITY STANDARDS/MAINTENANCE

1. Licensee agrees that the nature and quality of all goods sold or services provided by Licensee under the Atlantis Trademarks, and all related displays, advertising, promotional and other related uses of the Atlantis Trademarks by the Licensee shall conform to the requirements and standards set or established from time to time by the Licensor. Licensee agrees to cooperate with Licensor in facilitating Licensor's control of the character and quality of the licensed wares and/or services, to permit reasonable inspection of Licensee's method of operation and manner of use of the Atlantis Trademarks, and to furnish Licensor with specimens or samples of all uses of the Atlantis Trademarks as required from time to time for approval by the Licensor, which approval shall be deemed given if Licensor fails to object to such specimens or samples within ten (10) days of Licensor's receipt thereof.

2. Form of Use: Licensee agrees to use the Atlantis Trademarks only in the form and manner and with appropriate legends as prescribed from time to time by the Licensor.

5. COMPENSATION

License Fee

1. On execution of this License Agreement, Licensee shall pay to Licensor the sum of One ($1.00) Dollar, the receipt whereof is hereby acknowledged.

Royalty Fee

2. For the continuing rights and privileges granted under this License Agreement, Licensee shall pay to Licensor, in a manner hereinafter provided, to the end of the term of this License Agreement or until this License Agreement is terminated as otherwise provided, a Royalty Fee of 7.5% of Gross Sales.

3. Licensor agrees to transfer all Royalty Fee payments received from Licensee directly to Mr. James Curran at the law firm of Tierney Stauffer LLP, said Royalty Fee payments to be held in trust by Tierney Stauffer LLP in settlement of Licensee’s outstanding obligations to its creditors and shareholders (hereinafter referred to as “Licensor’s Obligations”).

Quarterly Payments

4. The Royalties payable pursuant to this section shall become due and be paid quarterly, commencing three (3) months after the Effective Date, no later than thirty (30) days after the last date of each quarter of each year during the term of this Agreement and any renewals thereof, based upon the Gross Sales of Atlantis Technology during such quarter.

Certification

5. Concurrently with each such payment, Licensee shall provide to Licensor a statement, duly certified by an officer of Licensee, showing the basis upon which the computation of the royalty payment has been made.

Interest

6. Interest shall accrue and be payable in respect of any royalty payments due hereunder that are in arrears at the rate of two (2%) percent per month compounded monthly. No set-off may be claimed by Licensee in respect of any payments due hereunder and all cross-claims shall be asserted by separate action.

Books and Records

7. Licensee shall keep true and accurate records, files and books of accounts containing all data reasonably required for the full computation and verification of the royalties to be paid and the information to be given in the reports provided for herein. Licensee shall keep these records, files and books of account for a period of at least three (3) years following the expiration or termination of this License Agreement.

Inspection and Audit

8. An auditor designated by Licensor and acceptable to Licensee shall have access to the books and records of Licensee at any time during normal business hours to the extent necessary to audit the same and to verify the calculation of the royalty payable in accordance with this section. Licensor shall provide Licensee with reasonable advanced notice of any audit, which shall take place at a mutually convenient time. No more than one audit shall occur in any six (6) month period.

9. The auditor selected shall determine with binding effect on the parties the Gross Sales of the Atlantis Technology.

10. In the event that any such audit shall disclose an understatement of the royalty payable hereunder, Licensee shall pay Licensor within fifteen (15) days after receipt of notice from Licensor, the amount of such understatement plus interest at an annual rate equal to the rate established by the T-D Canada Trust bank from time to time as its prime interest rate for commercial loans made in Canada (such rate to be adjusted from time to time by such bank) calculated from the date when such royalty understatement was due to the actual date of payment. Licensor shall pay the cost of any inspections or audits made pursuant to this section, unless an error exceeding five percent (5%) of the amount reported by Licensee is discovered, whereupon the aforesaid costs shall be the responsibility of Licensee.

Currency

11. Unless otherwise agreed to in writing by the parties, all pricing and payments are to be in Canadian dollars.

6. SUPPORT and TRAINING

Training

1. Licensor agrees to provide to Licensee, at no additional charge, all documentation related to the use of the Atlantis Technology.

Advice and Consultation

2. During the term of this License Agreement, and at the request and the expense of Licensee, as set out below, Licensor shall furnish such advisory and consulting services with respect to the Atlantis Technology as may reasonably be required by Licensee. If Licensor is not available at the time its services are reasonably required by reason of prior engagement, absence or incapacity, the time for performing such services shall be extended until Licensor is able to perform the requested services.

7. IMPROVEMENTS and KNOW-HOW

Improvements and Know-How

1. Both parties to this License Agreement realize and understand that by the application of the Atlantis Technology, both Licensor and Licensee will acquire additional Know-How and Show-How relating to the Atlantis Technology and may from time to time develop improvements to the Atlantis Technology.

Licensor’s Improvements and Know-How

2. If, during the term of this License Agreement, Licensor acquires additional Know-How and Show-How relating to the Atlantis Technology or develops improvements or refinements to the existing Atlantis Technology, hereinafter sometimes collectively referred to as "Licensor's Improvements", said Licensor's Improvements, and any and all industrial or intellectual property protection therefor shall be the property of Licensor, within the Licensed Territory. Licensor shall promptly disclose Licensor's Improvements to Licensee, and such Licensor's Improvements shall be included within this License Agreement at no additional charge to Licensee.

Licensee's Improvements and Know-how

3. If during the term of this License Agreement, Licensee acquires additional Know-How and Show-How relating to the Atlantis Technology, or develops improvements or refinements to the existing Atlantis Technology, hereinafter sometimes collectively referred to as "Licensee's Improvements", Licensee shall promptly disclose Licensee's Improvements to Licensor. Any and all of Licensee's Improvements developed during the term of this License Agreement, or thereafter, and any and all industrial or intellectual property protection therefor shall be the sole property of Licensee. Subject to the terms of this License Agreement, Licensee shall not be subject for payment of any royalties to the other Licensor for use of Licensee’s Improvements.

8. TERM, RENEWAL and TERMINATION

Term

1. This License Agreement is irrevocable and may not be terminated by either party, except as specified herein.

Termination

2. This License Agreement may be terminated by mutual agreement of the parties, expressed in writing.

3. Upon breach or default under this License Agreement by Licensee, Licensor may terminate this License Agreement by thirty (30) days written notice by registered mail to Licensee. Said notice shall become effective at the end of said thirty (30) day period, unless during said period Licensee shall cure such breach or default. Termination pursuant to this paragraph will be without prejudice to any other remedy which Licensor may have by reason of such breach or default, provided that the failure of Licensor to give such notice or notices shall not be construed as a waiver thereof or of any of Licensor’s rights in respect of any breach or default of the provisions hereof.

4. This Agreement shall terminate upon:

1. the institution of any formal or informal proceeding for the dissolution, liquidation, or winding up of the affairs of Licensee by or against Licensee, or where a resolution is passed or any other act undertaken for the winding up of Licensee;

2. a receiver, manager or trustee being appointed in respect of Licensee’s business or any part of it by a court of competent jurisdiction, or under an agreement; or

3. the Licensee being adjudged bankrupt or a petition in bankruptcy is filed against Licensee, or where Licensee makes an assignment for the general benefit of creditors, or where proceedings of any type are instituted in any jurisdiction in respect of the alleged insolvency or bankruptcy of Licensee.

Events on Termination

5. Termination of this Agreement for any reason shall not relieve Licensee from the obligation to pay all royalties due at the time of such termination.

6. Termination of this Agreement shall not affect any rights accruing to either party as of the date of termination.

7. Licensee, upon termination of this Agreement, agrees to deliver to Licensor at its own cost and expense, the originals and any and all copies of any materials pertaining or relating to the Atlantis Technology and the Atlantis Trademarks and/or to Licensor’s information, Know How and Show How or otherwise included in the licensed rights delivered by Licensor to Licensee and all other documents and materials whatsoever that have been supplied to Licensee by Licensor during the subsistence of and pursuant to the terms of this License Agreement.

8. Upon termination of this Agreement and in accordance with the provisions hereof, all rights herein granted to Licensee shall cease and Licensee shall forthwith discontinue the use, marketing, distribution, sub-licensing and sale of the Atlantis Technology and the Atlantis Trademarks.

9. Licensor and Licensee agree that the remedy at law for any breach of any provision hereof will be inadequate and that in the event of any such breach Licensor and its successors and assigns shall be entitled to injunctive relief in addition to all other courses of action and remedies which are available. In this regard, Licensee acknowledges that its failure to cease its activities pursuant to the terms of this License Agreement at the termination of this License Agreement shall result in immediate irreparable harm to Licensor.

10. Licensor and Licensee agree that both parties shall enter into, upon or following termination of this License Agreement, an agreement setting forth that all debts and obligations existing at the time of termination have been satisfied and that there are no further claims against one another.

9. SUB-LICENSE and TRANSFER

By Licensee

1. As specified in this Agreement, Licensee shall have the right to grant sub-licenses for the Atlantis Technology and the Atlantis Trademarks and may transfer its rights under this agreement to any other party without the expressed written consent of Licensor.

By Licensor

2. Licensor may not assign or transfer any part of or all of its rights in the Atlantis Technology or the Atlantis Trademarks or its rights and obligations under this License Agreement to any third party without the approval of Licensee.

Transfer to Licensee

3. Once Licensor’s Obligations, as defined above, have been fully satisfied, as confirmed in writing by Mr. James Curran, Licensor agrees to immediately and fully transfer to Licensor all rights in and to the Atlantis Technology and the Atlantis Trademarks at a price to be agreed upon between Licensee and Licensor, at which time, this Agreement shall immediately terminate.

10. DISCLOSURE

Non-Disclosure

1. Licensee agrees to maintain in confidence and to treat as confidential all information embracing all drawings, data, specifications, designs, operating parameters, Know How and Show How relating to Atlantis Technology and all data and information relating to sales leads, market potential and other business-oriented information disclosed by Licensor to Licensee in connection with the Atlantis Technology, all such information hereinafter referred to as "confidential information". The obligations imposed by this sub-paragraph shall include and extend to information assembled by Licensor from public sources and which may therefore be duplicative of similar information in the public domain on the basis that it is desirable that competitors not know the nature or extent of the publicly available information assembled by Licensor for purposes of identifying and analyzing markets and market potential for the Atlantis Technology. Licensee undertakes to maintain throughout the term of this Agreement and thereafter, the confidentiality of all such confidential information and shall take all reasonable and appropriate steps to prevent the unauthorized disclosure thereof by its directors, officers, or employees and all others over whom Licensee has either direct or indirect control including group members and any sub-licensee. To the extent that Licensee finds it necessary to disclose the said confidential information, or any part thereof, to any other person or entity for purposes of fulfilling the purposes and objects of this License Agreement, any such disclosures will be upon such terms as to confidentiality as are necessary and proper under the circumstances, including the requirement that all recipients of the confidential information or any part thereof shall be required to execute non-disclosure agreements relating to themselves and their employees on such terms as are consistent with the requirements of this sub-paragraph.

11. INFRINGEMENTS and STIPULATED VALIDITY

Notification of Infringement

1. Licensee and Licensor shall be mutually obligated to immediately notify each other of any infringements by a third party of any of the rights licensed hereunder, including any patents, designs or trade-marks that may be subsequently obtained or granted for or relating to the Atlantis Technology.

Infringement of Licensor’s Rights

2. Should a situation, within the Licensed Territory, come to the attention of Licensor, wherein any rights owned by Licensor in the Atlantis Technology or the Atlantis Trademarks are being infringed by a third party, Licensor agrees to take appropriate and necessary action against any such infringer, and further Licensor agrees to consult with Licensee regarding any such action to be taken, prior to taking such action.

12. TRADEMARKS and OTHER INTELLECTUAL PROPERTY

1. Except as otherwise stated herein, nothing in this License Agreement gives or transfers any right to Licensee to use any of Licensor’s trademarks or other intellectual property, including patents, designs, copyrights or trade secrets owned by Licensor.

13. WARRANTIES and LIABILITY

Disclaimer of Warranties

1. THE ATLANTIS TECHNOLOGY AND ATLANTIS TRADEMARKS ARE PROVIDED TO LICENSEE “AS IS”. LICENSOR PROVIDES NO WARRANTIES, EXPRESS OR IMPLIED, INDLUDING ANY IMPLIED WARRANTY OF ACCURACY OR RELIABILITY, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARING FROM A COURSE OF DEALING OR A COURSE OF PERFORMANCE WITH RESPECT TO THE ATLANTIS TECHNOLOGY, THE ATLANTIS TRADEMARKS OR SERVICES OFFERED BY LICENSOR UNDER THIS AGREEMENT, OTHER THAN THOSE SPECIFICALLY STATED IN THIS AGREEMENT.

Limitation of Liability

2. NOTWITHSTANDING ANY OTHER TERM OF THIS LICENSE AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE, OR ANY THIRD PARTY CLAIMING THROUGH LICENSEE, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES HOWSOEVER CAUSED (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF REVENUE OR GOODWILL, LOSS OF PROFITS, LOST BUSINESS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, INCREASED COSTS OF OPERATION OR LITIGATION COSTS) WHETHER BASED UPON A CLAIM OR ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES

14. INDEMNIFICATION

1. During the term of this License Agreement, Licensee shall defend, indemnify and hold Licensor and its officers, employees and agents harmless from, for and against any and all losses, damages, costs (including, without limitation, legal fees, disbursements and other related expenses), claims, demands, judgments and other liabilities of any kind or nature, of or to any person or entity, whether in contract, tort, or otherwise, arising out of or in connection with (i) the negligence of, or negligent performance, non-performance or breach of any obligation, representation or warranty under this License Agreement by Licensee, (ii) any non-conformity, defect in design, material or manufacture, or breach of warranty as to Atlantis Technology or Atlantis Trademarks used by Licensee and sold, sub-licensed, or distributed by Licensee, (iii) the presence of Licensor’s agents or employees on Licensee’s premises, or (iv) any violation or infringement by Licensee of any patent, copyright, trademark, trade secret, non-disclosure agreement, or other proprietary rights of Licensor or any third party, except to the extent that any such loss, damage, cost, claim, demand, judgment or liability is due to the gross negligence or wrongful acts of Licensor, its officers, employees or agents.

15. RIGHTS TO ATLANTIS TECHNOLOGY

1. Licensee acknowledges and agrees that Licensor owns all rights in and to the Atlantis Technology and the Atlantis Trademarks and that it will not directly or indirectly contest the ownership by Licensor of its rights to the Atlantis Technology or the Atlantis Trademarks, or the validity or ownership of any confidential information, Know-How, Show-How or intellectual property protection, including patents, designs or trademarks of Licensor related thereto, for the term of this License Agreement or thereafter, or directly or indirectly counsel, procure or assist others to do any of the foregoing.

16. DILIGENCE

1. Licensee agrees to proceed with diligence in the promotion, use, sub-license and sale the Atlantis Technology under this License Agreement, and in all reasonable and proper ways and to the best of its ability, to exert its best efforts to promote and create demand therefor, and to increase and extend its business and supply the demand for the Atlantis Technology. Licensee will, where appropriate, undertake the preparation of suitable advertising material and the advertising of the Atlantis Technology through appropriate media.

17. GENERAL

Notices

1. Any demand, notice or other communication to be made or given in connection with this License Agreement shall be made or given in writing and may be made or given by personal delivery, by courier or by transmittal by fax addressed to the recipient as follows:

To Satellite Forces International Inc.,.

417 Hilson Ave, Ottawa, Ontario, Canada

Attention: David Long

Fax: 6136274704

To 4428188 Canada Inc., dba SAGETEA Group

417 Hilson Ave, Ottawa, Ontario, Canada

Attention: David Long

Fax: <insert fax number>

Or to such other address, fax number or individual as may be designated by notice by any party to the other. Any demand, notice or other communication made or given by personal delivery or courier shall be conclusively deemed to have been given on the Business Day such demand, notice or other communication is received by the recipient and, if made or given by fax on a Business Day, on the day of transmittal thereof to the recipient, if such transmittal is made during the regular business hours of the recipient on such Business day, or if made or given otherwise, on the first Business Day after the day of transmittal (provided the original copy is immediately forwarded by courier).

Consultation by Parties

2. If any cause beyond the control of a party hereto impairs or is likely to impair the performance of this License Agreement or the continuation of the relationship contemplated under this License Agreement, then the parties shall consult with each other in an effort to take whatever reasonable steps are necessary to protect their interest, except as otherwise required under this License Agreement.

Entire Agreement

3. This License Agreement sets forth the entire agreement of the parties with respect to the subject matter contained herein, and no oral or written statements or representations not contained in this License Agreement shall have any force or effect.

Severability

4. If any term of this License Agreement is, for any reason, found to be invalid, illegal or unenforceable, in whole or in part, by a body of competent jurisdiction, that term shall be deemed severed from this License Agreement without effect on any other term of the License Agreement.

Headings

5. Section headings and captions in this License Agreement are for the convenience of the parties only and shall not in any way affect the construction or interpretation of this License Agreement.

Governing Law

6. This License Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada and the laws of Canada applicable therein, and the Parties agree to attorn to the jurisdiction of the Courts of the Province of Ontario and Canada as the case may be.

Representation of Counsel

7. Licensor and Licensee acknowledge that they were given the opportunity to have this License Agreement and all matters related thereto reviewed by their own respective independent legal counsel. This License Agreement is totally voluntary on the part of each party and each party desires that the terms of this License Agreement be given full force and effect in the future.

No Agency

8. The parties are independent contractors of each other. Neither the making of this License Agreement nor the performance of its provisions shall be construed to constitute any of the parties hereto an agent, employee, partner, joint venturer, or legal representative of the other, or any similar relationship, the existence of which is expressly denied by the parties hereto.

Waiver

9. The failure of a party to insist upon strict adherence to any term of this License Agreement on any occasion shall not be considered a waiver or deprive that party of the right hereafter to insist upon strict adherence to that term or any other term of this License Agreement.

Amendment

10. No term or provision of this License Agreement shall be amended, supplemented, modified, or waived except by a written agreement signed by the party against whom the amendment, supplement, modification, or waiver is sought to be enforced.

Counterparts

11. This License Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. For purposes hereof, a facsimile copy of this License Agreement, including the signature pages, will be deemed to be an original.

Time of the Essence

12. In this License Agreement, time shall be of the essence.

Successors and Assigns

13. This License Agreement and any provisions hereof which survive the termination of this License Agreement shall be binding upon and shall enure to the benefit of the Parties hereto and their respective successors and permitted assigns.

Survival on Termination

14. The terms and conditions of sections 1, 2b 4f to 4k, 7, 8h to 8m, 9, 10, 12, 13, 14, 15 and 17 hereof shall continue in full force and effect and shall survive any termination of this License Agreement.

Force Majeure

15. Neither party is responsible for a failure to fulfill its obligations under this Agreement or for delay in doing so if such failure or delay is due to circumstances beyond its control, such as, but not limited to, acts of God, acts of government, war, riots, strikes, accidents in transportation. The parties agree to immediately provide notice of any such circumstances and undertake to restore the status quo as soon as possible.

Agreement in English

16. The parties have required that this Agreement as well as any notices, documents, or proceedings relating hereto be written in English. Les parties aux présentes ont exigé que le present contrat ainsi que tout autre avis, document ou procedure s’y rapportant soit rédigé en anglais.

Effective Date

17. The Effective Date of this Agreement shall be the later of the dates on which Licensee and Licensor execute this Agreement.

The Parties Hereto, by their duly authorized representatives, have executed this License Agreement on the dates specified below:

4428188 Canada Inc., dba SAGETEA Group

Signature:

Name:

Title:

Date:

Satellite Forces International Inc.

Signature:

Name:

Title:

Date: