License Agreement

This is a limited sub-license agreement between Ionic Locating Solutions, .(ASeller@), which is the exclusive licensee of rights under U.S. Patent No. 6,734,674 (Athe Patent@) covering methods for locating non-conductive pipe and leak detection (APatented Methods@), and the below-identified APurchaser.@

It is understood that Patented Methods may be practiced by use of apparatus and materials (ASupplies@) that are widely available. Accordingly, to enable the below-identified APurchaser@ to practice Patented Methods while allowing for adequate compensation to Seller, Seller has agreed to grant a limited sub-license to Purchaser to practice Patented Methods on condition and only to the extent that Purchaser shall purchase from Seller any and all Supplies that Purchaser uses, or that are used on Purchaser=s behalf or within Purchaser=s control, in any and all such practice in the United States for the life of the Patent.

Supplies shall include one locating device. Purchaser understands that the locating device may not be repaired or reconstructed. Instead, if the locating device fails, for any reason other than misuse or abuse, within a limited warranty period of ONE YEAR, Purchaser shall return the locating device to Seller for replacement by Seller at no charge; otherwise, if the locating device fails for any reason, Purchaser shall return the locating device to Seller for replacement by Seller at Seller=s cost.

Supplies further include electrolyte, where it is understood that the quantity of electrolyte that is purchased will be taken as a measure of use of Patented Methods. Accordingly, purchaser understands that all electrolyte used in the practice of a Patented Method must be purchased from Seller at a charge that shall reflect, in addition to the cost of providing the electrolyte, a pro-rata portion of a sub-license fee for practicing Patented Methods, and it is therefore understood that Seller shall determine the charge for electrolyte at Seller=s sole discretion.

It is also understood that this limited sub-license is granted solely to Purchaser and is non-transferrable, and that Purchaser is fully responsible to ensure proper practice of Patented Methods, and therefore agrees to indemnify and hold harmless Seller from any loss, liability, damage, or costs that may be incurred as a result of any practice of Patented Methods for which Purchaser is to any degree responsible.

Agreed by Purchaser: