Closing Agreement (2003)Full Document 

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                               CLOSING AGREEMENT

         THIS CLOSING AGREEMENT ("Closing Agreement") is made and entered into
by and among SDR Metro Inc. (a/k/a SDR Metro Incorporated), an Ohio corporation
("SDR"), Brent Simon ("INVENTOR"), and RadioMetrix, Inc. (a/k/a Radio Metrix
Inc.) ("RADIOMETRIX"), a Florida corporation, as of this 8th day of January
2002.

         WHEREAS, on October 9, 2000 SDR, INVENTOR and RADIOMETRIX entered into
that certain Agreement setting forth the terms and conditions to which SDR and
INVENTOR would sell to RADIOMETRIX or its assigns, and RADIOMETRIX or its
assigns would purchase the PATENT and the PATENT RIGHTS as defined in the
Agreement ("Purchase Agreement"); and

         WHEREAS, pursuant to that certain Extension Agreement entered into by
SDR, INVENTOR and RADIOMETRIX, as of September 25, 2001 ("Extension
Agreement"), the Closing on the aforedescribed purchase is to occur no later
than January 9, 2002; and

         WHEREAS, in accordance with Paragraph 4.b) of the Purchase Agreement,
the parties wish to enter into this Closing Agreement to clarify certain
matters and effectuate the transaction and the conveyance of the PATENT and
PATENT RIGHTS to RADIOMETRIX.

         NOW, THEREFORE, in consideration of the foregoing recitals and of the
mutual promises made herein, and for other good and valuable consideration,
receipt of which is hereby acknowledged by each party, and the parties,
intending to be legally bound, hereby agree as follows:

         1.       SDR, at the closing, shall assign to RADIOMETRIX all its
right, title and interest in and to the License Agreement entered into by and
between SDR and RADIOMETRIX dated as of the 14th day of March 1992 and as
amended by that certain Amendment to License Agreement entered into by the
parties dated February 14, 1997 and May 26, 1998 ("License Agreement"). The
Assignment of License Agreement shall be in the form attached hereto as Exhibit
"A".

         2.       SDR and INVENTOR represent, warrant, confirm, and reaffirm to
RADIOMETRIX and SMARTGATE that:

                  a.       RADIOMETRIX and SDR have each fully met all of their
respective obligations under the License Agreement;

                  b.       Neither SDR nor INVENTOR has any claim or right,
title or interest in or to any improvements or inventions, whether or not the
subject of patent applications, or any proprietary information or trade secrets
that may improve, benefit or augment the TECHNOLOGY (collectively referred to
as "RADIOMETRIX' IMPROVEMENTS TO THE TECHNOLOGY") that RADIOMETRIX or
SmartGate Inc. and SmartGate, L.C. (collectively "SMARTGATE"), the Sublicense
of RADIOMETRIX or their respective employees or associates may have made
since the date of the License Agreement or that may be made in the future,
nor does SDR or INVENTOR have any claim or right, title and interest in or to
any patents or patent applications filed by RADIOMETRIX or SMARTGATE relating to
the PATENT, PATENT RIGHTS or TECHNOLOGY that RADIOMETRIX or SMARTGATE may have
filed since entering into the License Agreement or that may be filed in the
future. SDR and INVENTOR further agree to execute such documents, including
documents of assignment and conveyance as RADIOMETRIX may, in the future,
request which documents shall reflect, agree and confirm that RADIOMETRIX or
its assigns have received all of the right, title and interest of



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SDR and INVENTOR in and to the PATENT and PATENT RIGHTS, and TECHNOLOGY, and
any and all of RADIOMETRIX' IMPROVEMENTS TO THE TECHNOLOGY past or future;

                  c.       All of the representations and warranties of SDR, as
set forth in Paragraph 6 of the License Agreement, are incorporated into this
Closing Agreement by reference and made an integral part hereof, and remain
true and correct, and are reaffirmed and shall remain true and correct
following the Closing, and shall survive the Closing and payment of the
Promissory Note;

                  d.       INVENTOR is the sole inventor, and SDR is the sole
owner of the PATENT, PATENT RIGHTS and TECHNOLOGY being sold under the
Agreement, and that no other person nor entity has any right, title or
interest in or claim to the PATENT, PATENT RIGHTS or TECHNOLOGY, and should any
person or entity assert any such right, title or interest or claim, SDR and
INVENTOR shall defend and hold RADIOMETRIX harmless with respect to any such

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