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SOURCEHARBOR HARBORTECH ESCROW AGREEMENT Licensor Client Number: 1615 t 90 "" Licensee Client Number: 0309203 Escrow Number: 1615190-01-0309203 This SOURCEHARBOR HARBORTECH ESCROW AGREEMENT (the "HarborTech Agreement" or "Agreement") is made and entered into as of this ~ day of (/~~, 2005 by and among Source Harbor, Inc., a South Carolina corporation. located at 33 Offi~, Suite A. 310, Hilton Head Island, SC 29928 ("SourceHarbor") and Positron Public Safely Systems Corp., a company duly incorporated under the laws of Georgia, the licensor of certain technology located at 510 1 Buchan Street, Montreal, Quebec, H4P2R9 ("Licensor") and the City of Santa Ana, California, a California municipality, the licensee of certain technology located at 20 Civic Center Plaza. Santa Ana CA 92701 ("Licensee") who hereinafter in this Agreement may collectively be referred to as the "Parties" and individually as a "Party". Recitals WHEREAS, Licensor and Licensee have entered or intend to enter into a development agreement, license agreement or other agreement pertaining to the purchase, license, or development of the Licensor's software or other proprietary technology (hereinafter such agreement shall be referred to as the "License Agreement"). WHEREAS, the electronic and technical information comprising or describing the software including source code, documentation, related software and any development environments (hereinafter referred to as the "Software") is intellectual property and a trade secret of the Licensor and Licensor strives to avoid disclosure of its proprietary technology. WHEREAS, it may become necessary under certain circumstances for the Licensee to gain access to parts of the Software, notably the source code and documentation; and ~ WHEREAS, the Parties have therefore decided to enter this Agreement as a supplement to the License Agreement pursuant to Title 11 of the U.S. Code, Section 365 (n), where SourceHarbor provides to the Licensor and Licensee services In the context of the deposit of the Software that are detailed in this Agreement and grants Licensee access to the material deposited by Licensor (hereinafter referred to as the "Escrow Deposit") in case one of the Release Events, as defined in Section 3 below. set forth in this Agreement is met. NOW, THEREFORE, in consideration of the relationship of the Parties as set forth above and the mutual covenants and agreements set forth herein, the Parties agree to enter into this Agreement and agree to tbe following: Section 1: Deposits 1.1 Delivery of Escrow Deposit: Licensor agrees to deliver the Escrow Deposit described in Attachment A to SourceHarbor within fifteen (15) calendar days from the date of this Agreement and to grant to Source Harbor the right to transfer the Escrow Deposit and other electronic information and data as allowed under this Agreement. Licensor ensures that the contents are readable either by man or machine 'and contain no viruses. Licensor agrees to conspicuously label each item of tangible media in the Escrow Deposit for identification. Page 1 SourccHarbor HarborTech Escrow Agreement e 2005 Source Harbor, Inc. l12oo5. All Rights Re~ed. "" [MYv