Licensing Agreement Between SCT, Inc. And CRC Crystal Research Corporation Dated September 25, 2006.

Exhibit 10.1



LICENSE AGREEMENT



AGREEMENT made and entered into on this 25th day of September, 2006 by and between Single Crystal Technologies, Inc, a corporation organized and existing under the laws of Arizona, having offices and doing business at 4952 East Encanto Street, Mesa, Arizona 85205 (Hereinafter referred to as "Licensor"), and CRC Crystal Research Corporation a corporation organized and existing under the laws of Nevada, having offices and doing business at 4952 East Encanto Street, Mesa, Arizona (Hereinafter referred to as "Licensee").



WITNESSETH





WHEREAS, Licensor posses certain intellectual property rights relating to certain Products and has developed certain machinery and apparatus for the manufacture of the Products;



WHEREAS, Licensor has agreed to grant Licensee certain rights to manufacture, use and sell the Products in the Licensed Territory for the life of this Agreement, and to avail itself of Licensor's technical know-how and skill in the said manufacture under the terms and conditions as set forth herein;



WHEREAS, Licensee desires to use and sell the Products in other countries, to use Licensor's intellectual property rights and to avail itself of the technical know-how and skill of Licensor in the said manufacture, use and sale of the Products upon the terms and conditions as set forth in this Agreement;



NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties do hereby agree as follows:



Article I: Definitions



As used above and throughout this Agreement, the following terms shall have the meanings as hereinafter defined:



(a) "Products" shall mean Scintillation Crystals, Well Logging Assemblies, Scintillation Crystal late Assemblies and Gamma Camera Plate Assemblies manufactured in accordance with intellectual property rights of Licensor.



(b) "Intellectual property rights" shall mean patents, applications for patents, reissues, renewals, extensions, divisions, and patents of addition relating to the Products.



(c) "Know-how" shall mean all technical information designs and data relating to the manufacture of the Products presently owned by Licensor or acquired by the parties hereto and/or the affiliated company of Licensee during the life of this Agreement.







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(d) "Licensed Territory" shall mean the United States and countries in the North American Free Trade Area (NAFTA), Canada and Mexico, Central and South America, Europe, Asia, Australia and New Zealand and the remainder of the world.



(e) "Affiliated Company" shall mean any company or entity of which fifty percent (50%) or more of its voting shares, quotas or other interest is owned or controlled directly or indirectly by Licensee or any company or entity of which Licensee owns or controls all the voting shares, quotas, or other interest not owned or held by local nationals as a result of the requirements of local laws or policy.



Article II: Grant



(a) Licensor hereby grants to Licensee the non-exclusive right to use and employ Licensor's intellectual property rights related to the Products and to manufacture, use and sell theProducts in the Licensed Territory.



Article III: Technical Assistance and Know-How



(a) Licensee may from time to time at its own expense send such of its technically qualified specialists to the manufacturing plant of Licensor to obtain such instructions, information and data as may reasonably by necessary for the manufacture of the Products by Licensee. The number of such qualified specialists and the time when they shall be sent shall be arranged from time to time with the consent of Licensor. The length of visit of the said qualified specialists shall be limited in each case to such times as the parties shall first agree is necessary for their instruction. Such qualified specialists shall at all times remain in the employment of Licensee.



(b) Licensor shall assist Licensee in preparing the factory layout and plant facilities for the manufacture of the Products in the Licensed Territory, and from time to time during the life of this Agreement shall send at Licensee ?s request and within a reasonable time thereafter such of its technicians as may be available to assist Licensee in preparing the factory layout and plant facilities for the manufacture of the Products in the Licensed Territory, and to instruct Licensee in the use and application of the secret processes, intellectual property rights and knowhow to the manufacture of the Products. Such technicians shall remain at the disposal of Licensee for such period or periods as Licensor shall deem necessary.



(c) Licensee shall pay for the services of the technicians supplied by Licensor in accordance with Paragraph (b) of this Article at the rate of U.S. $1,500 per day or part thereof from the time of the departure of such technicians from Phoenix, Arizona until the time of their return thereto. Licensee shall likewise pay and/or reimburse Licensor for all of the expenses of the said technicians in providing the services as aforesaid, including all charges of traveling, and all living costs incurred by such technicians during their absence from Phoenix, Arizona in rendering the services in accordance with Paragraph (b) of this Article.







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(d) Licensor shall supply Licensee with the Products in such quantities and upon such terms as the parties shall agree pending the start-up of the Licensee=s facilities for the manufacturing of the Products in the Licensed Territory.



Article IV: Development of Intellectual Property Rights and Know-How



(a) Licensor hereby agrees immediately to communicate to Licensee any improvements, modification, further invention and design it may discover, make or develop with respect to the secret processes, intellectual property rights or know-how pertaining to the manufacture, use and sale of the Products, and shall fully disclose to Licensee the nature and manner of applying and utilizing such improvements, modifications, further inventions or designs.



(b) Licensee hereby agrees immediately to communicate to Licensor any

improvements, modification, further invention and design it may discover, make or develop with respect to the secret processes, intellectual property rights or know-how pertaining to the manufacture, use and sale of the Products, and shall fully disclose to Licensor the nature and manner of applying and utilizing such improvements, modifications, further inventions or designs.



(c) (i) If, during the life of this Agreement, Licensor shall discover, make or develop any improvement, modification, further invention or design required to be disclosed to Licensee as aforesaid, Licensor may at its own expense file applications for letters patent in the United States, or take other necessary legal steps to protect such improvements, modifications or further inventions as it shall determine. Upon issuance of such letters patent or the acquisition of such legal rights, Licensor shall thereupon grant to Licensee for the remaining term of this Agreement, without additional charge or royalties, the right to make, use and sell the Products under the said improvements, modifications, further inventions or designs covered by the said letters patent or other legal protection. The right so granted to Licensee shall be exclusive with respect to the Licensed Territory.



(ii) If, during the life of this Agreement, Licensee shall wish to have patent protection in countries other than the United States, Licensee shall report those countries to Licensor and shall pre-pay Licensor the cost of securing patents in those countries in Licensor's name, after first receiving estimates from Licensor.



(d) If, during the life of this Agreement, Licensee shall discover any improvements, modifications, inventions or designs required to be disclosed as aforesaid Licensee shall assign rights in those improvements, modifications, inventions or designs to Licensor. Licensor shall thereupon grant to Licensee for the remaining term of this Agreement, without additional charge, the exclusive rights related to the improvements, modifications, inventions or designs, under the terms of this Agreement.



(e) In the event that Licensee or any of its affiliated companies shall acquire any technical infor ...