License Agreement BY And Between The Registrant And Business Exchange Centre

Exhibit 10.46

[MWB LOGO] Business Exchange

BUSINESS EXCHANGE CENTRES Licence Agreement Agreement ID 112376 Date 24.04.06

Reading

Business Exchange Centre Address (Premises) Business Exchange Centre Bank Details

Atlantic House

Imperial Way Reading

RG2 0TD Barclays Bank Plc PO Box 151 61, 50 Pall Mall London SW1 A 1QA Sort Code: 20-65-82 Account No: 00994367 Company Alien Technology Name Andrew Berger Address 18220 Butterfield Boulevard Title Mr City Morgan Hill Tel: County Fax: Post Code CA 95037 Email: Country USA Mobile: Company Reg. No: Invoicing Details (If different) Company Name Address City County Post Code Tel: Fax: Email: Agreement Details


Accommodation

Workstations

Office No

List Price Licence Fee Adjustments Details /Description Net Total 13 G11 a3 6,775.00 -a3 2,32.00 a3 4,463.00 a3 0.00 a3 0.00 a3 0.00 a3 0.00 a3 0.00 a3 0.00 a3 0.00 a3 0.00 a3 0.00 a3 0.00 a3 0.00 a3 0.00 Monthly Fee - incl Continuation Sheet if appl. a3 4,463.00 Handsets 0 @ a324.99 a3 0.00 VAT Rate % 17.5 % Total Monthly Fee (calendar month) a3 5,244.03 For Invoicing: Licence Fee a3 4,463.00 Handsets a3 0.00 Deposit (select months) 2 a3 8,926.00 VAT a3 781.03 Total Initial Payment a3 14,170.03 Additional Provisions Please Ignore Total Initial Payment box. Handset charge of a324.99 to apply from 1st November 2006. Deposit top up will be collected on 01/06/06 Notice Period 3 Start Date 01/06/06 End Date 31/05/2007 Term Months: 12 Days: 0 For and on behalf of us The Owner: For and on behalf of you The Client Name Anya Behan Name Andrew Berger Title Business Development Manager Title Date 24-Apr-06 Date 24-Apr-06 Signature Signature This agreement is made between us and you and you confirm that you have read and understood the Terms and Conditions overleaf and agree to be bound by them and we agree to provide the services and facilities mentioned overleaf. Business Exchange Centres Limited is the trading name of MWB Business Exchange Pic. Registered Office: 179 Great Portland Street, London W1W 5LS. Registered in England No: 05628635. Serviced Offices and Workplace Solutions Business Exchange Centres

LEASED LINES SERVICES TERMS & CONDITIONS 1. Services

1.1 MWB will use its reasonable endeavours to provide the Services listed in the Order Form to the Licensee in accordance with the Service Availability Schedule for the duration of the Term, subject to the terms and conditions of this agreement. 12 Any target dates for performance of MWB' s obligations set out in the Order Form are estimates only and time for performance of MWB' s obligations will not be of the essence.

2. Licensee' s obligations

2.1 The Licensee shall provide all reasonable co-operation to MWB without charge to assist MWB in performing its obligations under this agreement. Such co-operation may include: (a) reasonable access to, and co-operation by, the Licensee' s staff;

(b) reasonable access to the Accommodation (without affecting MWB' s rights to enter the Accommodation under the Licence Agreement or otherwise); (c) (promptly reporting to MWB any defect or error in any Services of which the Licensee becomes aware (and confirming the details in writing); (d) providing any information which MWB may reasonably request;

(e) obtaining all necessary consents or licences which may be required from any third party (such as any third party licensor of any component of the Licensee' s computer system) which may be required for MWB to provide the Services; and

(t) where appropriate, making available reasonable facilities for the storage and safekeeping of equipment.

2.2 The Licensee will be responsible for making back-ups of all data and MWB shall have no liability for loss of any of the Licensee' s data.

2.3 The Licensee understands that neither MWB nor its Network Services Supplier is responsible for the content of the transmissions which may pass through the Internet and/or the Network Connection. The Licensee agrees that it will NOT use the Network Connection in ways that violate laws, infringe the rights of others, or interfere with the users, services, or equipment of the Network Services Supplier' s network. For example, the Licensee shall not distribute unsolicited advertising, chain letters, or commercial electronic mail (" spamming" ); propagate computer worms or viruses; attempt to gain unauthorized entry to other computers, data or networks; distribute child pornography, obscenity, or defamatory material over the Internet; or infringe any third party copyright, trade mark, or other intellectual property right.

2.4 The Licensee shall notify MWB immediately if it becomes aware of any improper use of the Network Connection and/or damage and/or likelihood of damage to the Network Connection.

2.5 The Licensee shall comply with any reasonable instructions given to it by MWB, in particular, but not limited to, instructions relating to the Network Connection. 2.6 The Licensee further agrees to comply with U.S. Export laws concerning the transmission of technical data and other regulated materials via the Network Connection.

2.7 In relation to any Shared Internet Access Services, the Services may not be used by the Licensee: (a) at a greater number of workstations than the number specified on the Order Form;

(b) for proxy use (which for these purposes mean use as a device that allows a network used by a number of users to share a single IP address to directly access the Internet)

(c) for the connection of Licensee firewall without the express consent of MWB

(d) for the connection of Licensee equipment that will (at MWB' s discretion) disproportionately degrade the overall performance of the Shared Internet Access Service

3. Payment

3.1 The Licensee will pay to MWB the charges set out in the Order Form. Charges will be due on the dates (or on the happening of events) specified in the Order Form.

3.2 Unless stated otherwise in the Order Form, prices set out in the agreement do not include VAT and other taxes. All VAT and other taxes on supplies must be paid by the Licensee in addition to the prices stated. 3.3 MWB may if it wishes charge interest (both before and after any judgement) on a daily basis on any sum or part thereof outstanding in respect of any invoice in relation to which payment is overdue at a rate of 4% per cent per year above the base rate for the time being in force of National Westminster Bank plc.

3.4 MWB may make reasonable increases to any of the charges specified in this agreement at any time by giving to the Licensee at least one month' s notice in writing.

3.5 The Licensee shall indemnify MWB against all legal and other fees and expenses incurred by MWB in relation to the collection of any overdue accounts.

3.6 All payments to be made by the Licensee under this agreement shall be made without any deduction or set-off.

4. Assignment and sub-licensing

4.1 MWB may assign any of its rights or obligations arising under this agreement to any of its associated companies. MWB may sub-contract any of its obligations under this agreement.

4.2 The Licensee may not without MWB' s consent assign any of its rights or obligations arising under this agreement (such consent shall not be unreasonably withheld).

4.3 Any assignment by the Licensee of this agreement or of any licence or benefit under it shall not relieve the Licensee of any of its obligations or liabilities under this agreement.

4.4 The Licensee may not sub-licens ...