LICENSE AGREEMENT

This License Agreement (the "Agreement") is entered by and between KK Athena Smartcard Solutions of 1-14-16, Motoyokoyama-cho, Hachioji-shi, Tokyo, 192-0063, Japan (Athena), and Aladdin R.D (ARDS ZAO) of 16 Dokukina Street, Moscow, 129226 Russia (Customer). PREAMBLE Athena is the owner of certain smartcard technologies and products, including certain software and hardware, as further defined in Exhibit A (the Products); and Pursuant to a Supply agreement entered into by and between Athena and Customer dated [___] (the "Supply Agreement") Athena agreed to supply the Customer, and Customer agreed to purchase the Products, for the purpose of distribution thereof and/or incorporating such Products in Customers smartcard systems (the "Designated Systems"), all in accordance with the terms and conditions thereof. Athena agrees to grant Customer a license to use the Athena Software and IPR (as defined below) embodied in, or used in the operation of, the Products, all in accordance with the terms and conditions hereof. NOW, THEREFORE, Athena and Customer (the "Parties") agree as follows: 1. INTERPRETATION licenses solely to market and/or distribute the Products or the Designated Systems incorporating the Products. 2.2 Customer may not reverse engineer, decompile, or otherwise attempt to derive source code, underlying ideas, algorithms, structure, or organization of the Products. 2.3 For the purpose herein: (i) IPR shall mean any and all intellectual property rights belonging to and/or licensed to Athena, including without limitation, any patent, trademark, service mark, copyright, mask work or any other intellectual property right, in or related to the Products; (ii) Software shall mean any Athena and/or third party software and/or firmware incorporated in the Product, and or delivered by Athena to Customer for use in the operation of the Product and/or any Designated System. 2.4 Except for the rights specifically granted hereunder, Customer does not acquire any right or licenses to any of the Athena IPR and/or Software, and such rights shall vest exclusively with Athena. Furthermore, nothing in this Agreement and/or in the execution of Customers obligations hereunder shall be deemed to limit Athena in any way from any further business activities (including developing, manufacturing, marketing, distributing, selling, licensing and supporting) the Products, the IPR and/or the Software. 2.5 Customer shall take all measures necessary to protect the IPR and Software, and upon Athenas request Customer shall, inter alia, execute any documents confirming, or necessary to protect, Athenas or its licensors ownership thereof. 2.6 Customer shall promptly notify Athena, in writing, of any and all infringements of the IPR and Software and shall assist Athena in any action deemed necessary by Athena to protect such IPR and Software. 2.7 At Athenas request, Customer shall affix to the logo or marks of its brand a notice stating that the Products are based on

1.1 The preamble and exhibits to this Agreement constitute an integral part hereof. 1.2 The headings in this Agreement are intended strictly for convenience and shall not be used to interpret its provisions. 2. LICENSE

2.1 Athena shall grant Customer with a worldwide, non-transferable, non-exclusive, royalty-free license to use the Athena Software and IPR embodied in, or used in the operation of, the Products (the License) solely to: (i) develop manufacture and have manufactured Designated Systems incorporating the Products; (ii) market, distribute, and/or sell the Products either under the Athena brand or the Customer's brand, (iii) market, distribute, and/or sell the Designated Systems incorporating Products under the Customer's brand; and/or (iv) grant its subsidiaries, distributors or any other resellers, with nonexclusive, non-transferable sub-

Athenas technology. 3. WARRANTY AND LIABILITY

3.1 Athena represents to Customer that it has all the corporate powers required to enter into this Agreement, and that the entering into this Agreement and the performance of its obligations in accordance with its terms will not infringe upon any third partys copyrights, trademarks, or trade names, nor will it cause Athena to breach any obligation it has towards any third party. 3.2 CUSTOMER ACKNOWLEDGES AND AGREES THAT THE IPR AND SOFTWARE SHALL BE PROVIDED AND LICENSED BY ATHENA TO CUSTOMER "AS IS", WITHOUT ANY WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE 3.3 In no event shall Athena be liable to Customer, or any third party, for any indirect, special, exemplary, punitive or consequential damages or lost profits arising out of or in connection with this Agreement, even if it has been advised of the possibility of such damages. To the extent permitted by the relevant laws, Athenas liability to Customer under this Agreement shall be limited: (i) until the first delivery of Products under the Supply Agreement, to any amounts which were due to Athena but not yet paid, and (ii) as of the first Delivery of Products under the Supply Agreement, to the amount of the consideration actually received by Athena from Customer for Products during the preceding 3 months. 4. TERM & TERMINATION 4.1 The term of this Agreement shall commence on the Effective Date and shall continue thereafter, for an initial term of 1 year, which shall be extended for consecutive 1 year periods, unless either Party shall give written notice, at least 60 days prior to the end of the initial term or any subsequent extension, of its election to terminate the Agreement, save that this Agreement shall automatically and immediately terminate upon termination of the Supply Agreement for any reason. 4.2 Section 3.1 notwithstanding, either Party may terminate this Agreement, with immediate effect, in the event that the other Party (i) failed to cure a breach of any of its obligations hereunder within 30 days of receiving written notice demanding that it

shall cure such breach, (ii) files or have filed against it a petition in bankruptcy or seeking re-organization and such filing shall not be removed within 45 days; or (iii) have a receiver appointed and such appointment is not revoked within 45 days; or (iv) institute any proceedings for liquidation or winding up. 4.3 Upon termination or expiration of this Agreement the License and other rights granted by this Agreement shall terminate and become null and void. 4.4 The following sections shall survive the termination of this Agreement for any reason: (i) section 2.4 (Athena IPR); (ii) section 3 (Warranty and Liability); (iii) section 4 (Term & Termination); (iv) Section 5 (Confidentiality and Publication); (v) section 6 (Assignment); and (vi) section 7 (Miscellaneous). 5. CONFIDENTIALITY AND PUBLICATION

5.1 Each Party shall maintain in strict confidence all non-public technical, financial general, commercial, strategic, planning, proprietary, and other business information, disclosed to it by the other Party in connection with this Agreement (the Confidential Information), and shall not make any use such Confidential Information, other than with the prior written consent of the other Party. 5.2 The Confidential Information may not be disclosed to any third party without the prior written consent of the disclosing Party. The receiving Party shall be obligated to take all measures necessary and appropriate to prevent the unauthorized disclosure of such Confidential Information to any third party. 5.3 The Parties obligation under this section 9 shall extend from the date hereof until 5 years after the termination of this Agreement. 5.4 Neither Party shall make any press release or announcement relating to this Agreement without first having secured the other Partys written approval of the press release or announcement. The Parties shall cooperate with each other on press releases and similar communications regarding the non-confidential subject matter of this Agreement. The content, timing and necessity of such press releases or similar public communications must be agreed upon in writing by both Parties. 6. ASSIGNMENT

6.1 Neither party may assign or transfer any of

its rights or obligations hereunder without the prior written consent of the other Party, provided that either Party may assign this Agreement to any company controlled, controlling or under common control with it, or together with the general transfer or assignment of its business relating to the Products. 6.2 In addition to the foregoing, Athena may assign the manufacture of the Products to one or more 3rd parties. 7. MISCELLANEOUS

be modified except by a written instrument executed by both Parties. 7.4 In the event that any of the terms, conditions or provisions contained in this Agreement shall be determined invalid, unlawful or unenforceable to any extent, such term, condition or provision shall be modified to the extent necessary to make it valid, rather than such provision being declared invalid or void for such reason. 7.5 This Agreement shall be subject to the laws of England, and the competent courts of London, England, shall have exclusive jurisdiction over any dispute arising thereunder. 7.6 This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all such counterparts together shall constitute but one and the same instrument. 7.7 The persons executing this Agreement on behalf of the Parties have been duly and validly authorized to do so, and this Agreement is a valid and binding obligation of these Parties. 7.8 Notices given under this Agreement may be delivered by (a) personal delivery; (b) registered mail; (c) courier; (d) facsimile or (e) email. Notices delivered personally shall be deemed given upon delivery. Notices sent by mail shall be deemed given 7 days (or if sent by courier 3 days) after mailing (postage prepaid), if mailed in accordance herewith. Notices by facsimile and email shall be deemed given on the date transmitted. Until changed by written notice given by either Party to the other Party, the addresses of the Parties shall be as set in the preamble to this Agreement.

7.1 Neither party shall be liable for any failure or delay in performance under this Agreement, to the extent said failures or delays are caused by causes beyond that party's reasonable control and occurring without its fault or negligence, provided that, as a condition to the claim of non liability, the party experiencing the difficulty shall give the other party prompt written notice, with full details following the occurrence of the cause relied upon. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused. 7.2 The failure or neglect of either Party hereto to enforce at any time or for any period any right or provision hereof in accordance with its terms shall not be construed as a waiver of such right or provision, and such Party shall be entitled to enforce such right or provision as it shall see fit. 7.3 This Agreement contains the entire agreement between the Parties in connection with the Products and the Support Services. This Agreement may not

IN WITNESS WHEREOF the Parties have executed this Agreement:

KK ATHENA SMARTCARD SOLUTIONS Name: Title: Date:

Aladdin R.D (ARDS ZAO) Name: Title: Date: