1 EXHIBIT 10.26 PRODUCT DEVELOPMENT AND MARKETING AGREEMENT

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EXHIBIT 10.26

PRODUCT DEVELOPMENT AND MARKETING AGREEMENT

BETWEEN

LANCER ORTHODONTICS, INC.

AND AG METALS, INC.

DATED AS OF SEPTEMBER 1, 1998

PRODUCT DEVELOPMENT AND MARKETING AGREEMENT

THIS AGREEMENT (the "Agreement") is made and entered into as of August
3,1998 (the "Effective Date"), between LANCER ORTHODONTICS, INC., a California
corporation (hereinafter "LANCER"), and AG METALS, INC., a Nevada corporation
(hereinafter "AG METALS"), and is effective as of the date referenced above.
These parties are collectively referred to herein as the "Parties" and
individually as a "Party." Unless otherwise specified herein, capitalized terms
in this Agreement have the meanings set forth in Article XII hereof.

WHEREAS, AG METALS is the exclusive owner of all right, title and
interest in and of certain dental amalgam formulas and technology and has
certain expertise related to dental amalgams; and

WHEREAS, LANCER desires to acquire all right, title and interest in such
technology from AG METALS for the purpose of developing such technology and
manufacturing certain products for the dental market using such developed
technology; and whereas LANCER desires assurance of a continued association with
AG METALS in order to retain the experience, abilities, and knowledge of AG
METALS and its agent(s) with respect to the technology, and is therefore willing
to purchase the technology on the terms and conditions set forth herein; and

WHEREAS, AG METALS desires to transfer to LANCER all the right, title
and interest in such technology and to assist LANCER in the development of such
technology for LANCER's exclusive use upon the terms and conditions set forth
herein.

NOW, THEREFORE, in consideration of the premises and the mutual
covenants and conditions herein contained, the receipt and sufficiency of which
are hereby acknowledged, the Parties agree as follows:

ARTICLE I
PURPOSE OF AGREEMENT; EXCLUSIVE OWNERSHIP

1. PURPOSE. The purpose of this Agreement is to transfer the Product(s) and
Technology to LANCER and to develop the Product(s) and Technology for
exclusive use and sale by LANCER, in the mutual interest of the Parties
to this Agreement.

2. EXCLUSIVE Ownership. To that end, LANCER hereby acquires the existing
Product(s) and Technology and retains AG METALS, which will, through its
agents (particularly Xxxx Xxxxxx), develop the Product(s) and Technology
for the exclusive benefit of LANCER.

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ARTICLE II
TRANSFER OF TECHNOLOGY RIGHTS

1. TRANSFER OF TECHNOLOGY RIGHTS. On and subject to the terms and
conditions set forth in this Agreement, AG METALS hereby permanently and
irrevocably assigns, sets over, and transfers to LANCER and its
successors and assigns, all right, title and interest of every kind,
nature, or description in and to the Product(s) and Technology, free and
clear of all liens, charges, security interests, claims, pledges, taxes,
options, rights, contracts, commitments, equities, demands, licenses,
restrictions on transfer, options and other encumbrances (collectively,
"Encumbrances"), including but not limited to:

a. Ownership of 100% of the Product(s) and Technology;

b. Ownership of all Documentation regarding the Product(s) and
Technology;

c. Ownership of all Rights in or to the Technology, the maintenance
of which shall be the sole responsibility of LANCER except as
set forth in this Agreement;

d. The exclusive right to use, license, enhance, reproduce, or
otherwise modify the Product(s) and Technology;

e. The exclusive right to manufacture, use, market, distribute,
sell, enhance, or otherwise modify the Product(s) and
Technology; and

f. The exclusive right to obtain Patents and Trademarks with
respect to the Product(s) and Technology.

Any Improvements, whether invented by AG METALS or its agents either
together with LANCER or in connection with the work for LANCER, shall
belong to LANCER and shall immediately and automatically be deemed to be
part of the Product(s) and Technology and subject to the terms of this
Agreement, unless LANCER advises AG METALS in writing within 30 days of
a request from AG METALS for such a writing that LANCER does not intend
to make use of such Improvements, and relinquishes any "right of first
refusal." Any Improvements invented solely by LANCER or its agents shall
belong exclusively to LANCER.

2. CONSIDERATION FOR TECHNOLOGY. The aggregate consideration to be paid by
LANCER to AG METALS for the Product(s) and Technology (the
"Consideration") shall be based on the initial payment set forth below,
the payment of any Commission due on the Net Received by LANCER on all
Product(s) during the Commission Term, and the payments for consulting
Services as set forth in Article III hereof, as those terms are defined
herein, subject to the terms and conditions set forth in this Agreement.
In addition, the Parties agree that if the average net sales price
and/or material costs for the Products increase ten percent

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(10%) or more) and to the point where the financial benefits of this
Agreement are negatively impacted (see Exhibit B), the Parties will
renegotiate the financial aspects of this Agreement. Any dispute between
the Parties with respect to such renegotiation shall be resolved by
binding arbitration as set forth in Section XIII. 14. hereof.

a. COMMISSION CALCULATION. AG METALS shall receive a commission on
sales of the Product(s) ("Commission") calculated as follows.
Commission is based on Net Received. For purposes of this
Agreement, Net Received means the net cash actually received by
LANCER from all sales of Product(s) paid for by customers (i.e.
sales prices collected after adjustment for allowances and
discounts), as reduced by sales returns and adjustments, and
further reduced by LANCER's costs of shipping, handling, and
packaging (both direct and indirect). The Commission due AG
METALS (if any) for any particular quarter shall be calculated
at the rate of eight and one-half percent (8.5%) of Net Received
from the sales of Product(s) by LANCER during the Commission
Term, less the payments made by LANCER for Services under
Article III below in that particular quarter, and less any
negative Commission balance (showing excess Service
payments/draw over Commission due) from prior quarters.

b. EXAMPLE OF CALCULATION. For purposes of demonstrating how the
Commission will be calculated pursuant to this Article II of the
Agreement, the Parties agree that Exhibit A (Example of
Commission Calculations) represents a model of how the
Commission calculations will be made by LANCER pursuant to this
Agreement. The Parties further agree that the dollar amounts set
forth in Exhibit A are made solely for the purpose of
demonstrating the model, and may not necessarily reflect the
actual amounts of cash received, negative draws, or adjustments
in any given period of time.

c. INITIAL PAYMENT AND PAYMENT OF COMMISSION.

i. Upon execution of this Agreement, LANCER shall pay to AG
METALS consideration in the amount of One Thousand
Dollars ($1,000.00).

ii. LANCER shall pay Commission to AG METALS during the
Commission Term as defined in Section II.2.d. below, as
such Commission becomes due pursuant to this Section
11.2., unless its obligation to do so is terminated
earlier pursuant to the terms of this Agreement.

iii. LANCER shall pay any Commission owed to AG METALS for
the preceding calendar quarter at such time as LANCER
renders to AG METALS each report required under Section
11.2f. LANCER shall make all payments by Company check
payable to AG METALS or its designee. LANCER shall make
all payments at the address specified in this Agreement

or such other address as shall be designated by AG
METALS in writing.

iv. AG METALS' acceptance of any Commission shall not
preclude AG META-LS from later disputing the amount of
Commission owed, except that AG METALS must notify
LANCER of any dispute as to the amount of Commission
owed within thirty (30) days after the payment in
dispute is made to AG METALS. Failure to so notify
LANCER shall be deemed a waiver of any right to claim
additional Commission in connection with such payment.

d. APPLICATION OF COMMISSION PAYMENTS UPON CERTAIN EVENTS. In the
event that (1) LANCER in good faith has reason to believe there
is an actual or potential claim to the Product(s) or Technology
by a third party, and independent counsel mutually agreeable to
LANCER and AG METALS issues a legal opinion that the Product(s)
or Technology violate one or more patents or trade
secrets/confidential information held by a third party, either
foreign or domestic (an "Opinion"), or (2) a claim, lawsuit, or
other proceeding is filed or instituted alleging that AG METALS
did not have the right, title, or interest in the Product(s) or
Technology at the time it was purportedly conveyed under this
Agreement, or that the Product(s) or Technology infringe on
another's patent, trade secret/confidential information, or
other intellectual property rights (a "Proceeding"), then the
following shall occur with respect to payments to AG METALS
pursuant to this Agreement:

i. LANCER shall continue to make payments for consulting
Services provided by AG METALS pursuant to Article III
hereof, which payments shall continue to reduce the
amount of Commission otherwise owed to AG METALS under
this Agreement; and

ii. AG METALS shall not be entitled to receive any further
payments of Commission (beyond the payments for
consulting Services) pending a final resolution of the
Proceeding or issue raised by the Opinion. Any
Commission amounts that would have been paid to AG
METALS in the absence of the Opinion or Proceeding shall
be applied toward satisfaction of AG METALS' obligations
(if any) under the indemnity provisions of Article X of
this Agreement.

iii. If the issue raised in the Opinion or the Proceeding
results in LANCER being prohibited from further
production or sales of the Product(s) or use of the
Processes, then the Commission Term and term of
consulting Services shall automatically terminate, and
AG METALS will be entitled to no further payments of
Commission or for Services. In addition, if AG METALS'
indemnity obligations remain unsatisfied after the
application referenced in Section II.2.d.ii. above,
LANCER shall have the right to recover any

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previously paid Commission from AG METALS, in addition
to any other remedies it may have to obtain payment on
the indemnity obligation. Once all indemnity and other
obligations of AG METALS under this Agreement are met,
if LANCER is prohibited from further production or sales
of the Product(s) or use of the Processes, then except
where prohibited by law or court order, LANCER shall
transfer all rights it has to the Product(s) and
Processes to AG METALS upon payment of a sum determined
by LANCER. After completion of any such transfer, LANCER
shall assert no further claims to the Product(s) or
Technology.

iv. If after the issue, dispute or litigation is finally
resolved LANCER is able to continue production and sales
of the Products and use of the Processes, then payments
of Commission otherwise due pursuant to the provisions
of this Agreement shall resume to AG METALS after any
and all indemnity obligations of AG METALS under Article
X of this Agreement are satisfied.

e. COMMISSION TERM. The Commission Term shall commence upon the
Effective Date, and shall automatically and immediately
terminate when the term of consulting Services ends pursuant to
Article III.2. hereof, unless terminated earlier pursuant to the
terms of this Agreement. Regardless of the reason therefore,
termination of the Commission Term shall not affect LANCER's
rights to the Products or Technology (as set forth in Article I
of this Agreement) regardless of the reason(s) for such
termination, as the transfer of such rights to the Products and
Technology is permanent and irrevocable.

f. REPORTS.

i. As long as any Commission payments are still due under
this Agreement, LANCER shall render to AG METALS or its
designee quarterly reports on or before the last days of
January, April, July, and October of each year, showing
the Commission due and how it was calculated.

ii. LANCER shall render to AG METALS a similar report within
30 calendar days after the date the final Commission
payment has been made under this Article 11, covering
the period from the last date covered by the last
preceding report to the date when LANCER's obligation to
pay Commission hereunder ends.

iii. AG METALS shall have the right, at reasonable times
during usual business hours with prior written notice to
LANCER and at AG METALS' cost, to bring in any
consultants and personnel it deems appropriate,
including certified public accountants, to inspect
LANCER's facilities and audit LANCER's books and records
to ensure integrity and compliance with the

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Commission provisions of this Agreement.

g. RECORDS. LANCER shall at all times during the term of this
Agreement and for three years after the last payment of
Commission is made under this Agreement:

i. Maintain accurate records relating to the practice of
the Technology and the manufacture and sale of Products
under this Agreement; and

ii. Produce these records and books of accounts at the
offices of LANCER during regular business hours, from
time to time and on written request by LANCER, for
inspection by AG METALS, its duly accredited
representatives, or a mutually accepted third party.

ARTICLE III
CONSULTING SERVICES

1. SERVICES TO BE PROVIDED. AG METALS agrees to provide consulting services
to assist LANCER in:

a. using the Technology and manufacturing the Products,

b. organizing, starting, and supervising operations,

c. training LANCER's technical personnel,

d. marketing and selling the Products, and

e. providing other services related to the Technology and Products
as requested by e. providing LANCER (the "Services").

Specifically, the Services provided hereunder shall include making
recommendations to and assisting LANCER in all aspects of the foregoing,
including without limitation, the physical layout, composition and
pricing of inventory, number, position and salary of employees (as
approved by LANCER in writing), identity of suppliers, types and brand
of equipment, fixtures, and furnishings, signing, marketing,
distribution, advertising, establishment of internal financial and
operating controls, and compliance with all federal, state and local
health and safety requirements.

AG METALS' representative(s) shall report to the President of LANCER in
performing these Services, or any other LANCER representative as
designated by LANCER's President in writing.

2. TERM OF CONSULTING SERVICES. AG METALS has been providing these Services

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as of the effective date. The term of consulting Services hereunder
shall end, and AG METALS' obligations to provide Services and LANCER's
obligation to compensate AG METALS for Services hereunder shall
automatically terminate, on the earliest of the following to occur,
unless terminated earlier pursuant to the terms of this Agreement.

a. Bankruptcy or insolvency of AG METALS;

b. Inability of AG METALS to provide such Services because of the
disability or death of a key employee or agent;

c. Determination by LANCER that AG METALS or its representative(s)
has acted or failed to act in a way which LANCER believes may
have a material adverse effect upon the business, reputation,
and/or operations of LANCER (in which case, LANCER must provide
AG METALS with written notice and any available documentation of
such breach);

d. A breach by AG METALS of any of the terms of this Agreement,
including the representations and warranties herein, which is
not timely cured as set forth in Section VII.2. hereof, or

e. LANCER ceases to manufacture the Products because they are not
commercially viable or profitable, because of excessive recalls
or returns, or for any other legitimate business reason, in
which event AG METALS shall have a "right of first refusal" with
respect to the Products and Technology such that the rights to
the Products and Technology shall be transferred to AG METALS
upon payment by AG METALS to LANCER of (1) an amount equal to or
exceeding that offered by a third party for such rights, if such
an offer is received by LANCER, or, if no such offer is
received, (2) payment to LANCER of an amount to be established
by LANCER.

2. PAYMENT FOR CONSULTING SERVICES/DRAW AGAINST COMMISSION. LANCER shall
pay AG METALS for the Services as follows, subject to termination of its
obligation to do so under the provisions of this Agreement. Such
payments shall be treated as a draw against Commission due AG METALS
under Article II above.

a. AMOUNT OF PAYMENTS.

i. For the first six month period that AG METALS provides
Services to LANCER, payments totalling $27,000 shall be
made by LANCER to AG METALS.

ii. For the first 12 month period after the initial six
month period that AG METALS provides Services to LANCER,
payments totalling $63,000 shall

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be made by LANCER to AG METALS.

iii. For the second 12 month period after the initial six
month period that AG METALS provides services to LANCER,
payments totalling $75,000 shall be made by LANCER to AG
METALS.

iv. For the third 12 month period after the initial six
month period, and for all 12 month periods thereafter
that AG METALS provides services to LANCER, payments
totalling $84,000 shall be made by LANCER to AG METALS.

b. TIMING OF PAYMENTS. LANCER shall pay the amounts set forth above
in monthly installments, the first of each month. If the first
falls on a Saturday, payment shall be made on the preceding
Friday; if the first falls on a Sunday, payment shall be made on
the following Monday. If required by LANCER's accountants, AG
METALS shall provide invoices for the amounts due prior to
receiving payment from LANCER.

c. TIME DEVOTED TO SERVICES. At least until the Processes for
producing the Product(s) are in place and running smoothly and
the Product(s) are successfully launched, the Services to be
provided by AG METALS under this Agreement shall be those of
Xxxx Xxxxxx exclusively and on a full time basis. Thereafter,
with the written consent of LANCER (not to be unreasonably
withheld), AG METALS may substitute another competent, trained
individual for XXXXXX, who shall devote full time efforts to the
Services and shall be supervised by XXXXXX. "Full time" means an
average of 40 hours per week, less company holidays, three weeks
of vacation, and other excused absences. Exceptions to the
requirements of this paragraph may be made in a writing signed
by both Parties to this Agreement and the AG METALS agent who
will be providing the Services.

d. ACCOUNTING. AG METALS shall be paid at least the amounts set
forth above for consulting Services as a draw against
Commission, such draw to be paid on a monthly basis as set forth
in this Agreement. The quarterly accounting of Commission
payable to AG METALS shall reflect the monthly consulting
Service payments as a draw (reduction) against Commission
otherwise due AG METALS (see example in Exhibit A hereto).
Commission amounts due AG METALS after such reduction shall be
paid according to Article II of this Agreement.

3. INDEPENDENT CONTRACTOR STATUS

a. CONTROL. AG METALS shall provide these Services as an
independent contractor. AG METALS shall determine the method,
details, and means of performing the Services, except as
otherwise provided in this Agreement. LANCER shall have final
approval of all advertising, marketing, and other materials that
will be distributed or

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disseminated outside the company.

b. EXPENSES. AG METALS and/or its representative(s) shall be
responsible for all expenses incurred in association with
performance of the Services, except as set forth in Section 7 of
this Article III.

c. NO EMPLOYMENT RELATIONSHIP. In no circumstance shall AG METALS
or any employee, representative, or agent of AG METALS or any
individual or corporation associated with them, look to LANCER
as an employer, or as a partner, an agent, or a principal.
Neither AG METALS nor any of its employees, representatives, or
agents has, nor shall they hold themselves out as having, any
right, power, or authority to create any contract or obligation,
either express or implied, on behalf of, or binding upon,
LANCER.

d. NO EMPLOYMENT BENEFITS. No employee, representative, or agent of
AG METALS shall be entitled to any benefits accorded to LANCER's
employees, including but not limited to workers' compensation,
health insurance, disability insurance, pension or profit
sharing plans (including 401K plan), or vacation or sick pay. AG
METALS shall be responsible for providing, at its expense and in
its name, disability, workers' compensation, and other insurance
as well as any licenses and permits usual or necessary for
performing the Services, unless agreed otherwise in writing by
LANCER.

e. TAXES. AG METALS (or its agents, as appropriate) shall pay, when
and as due, any and all payroll taxes incurred as a result of
any non-LANCER employee's compensation, including estimated
taxes, and shall provide LANCER with proof of payment on demand.
AG METALS indemnifies LANCER for any claims, losses, costs,
fees, liabilities, damages, or injuries suffered by LANCER
arising from any breach of this provision.

f. SERVICES ON PREMISES. AG METALS understands that the Services
must coordinate with LANCER's established quality controls,
protocols and security requirements. Therefore, AG METALS agrees
to perform all services on LANCER's premises during LANCER's
regular business hours, unless otherwise agreed in writing by
LANCER. LANCER is to provide the manufacturing space, raw
materials, and equipment needed.

g. RESPONSIBILITY. AG METALS shall be solely responsible for the
professional performance of the Services and shall receive no
assistance, direction, or control from LANCER except as set
forth in this Agreement. AG METALS shall have sole discretion
and control of the Services and the manner in which they are to
be performed, except as set forth in this Agreement.

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4. REQUIRED INSURANCE. AG METALS shall at all times maintain adequate
workers' compensation insurance for AG METALS' employees and agents.
LANCER agrees to maintain a product liability insurance policy in a
commercially reasonable amount. LANCER has been advised that its current
product liability insurance and general liability policies will cover AG
METALS and its employees and is therefore not requiring AG METALS to
obtain its own product liability or general liability policies at this
time. However, should that situation change, AG METALS agrees to obtain
and maintain liability and product liability insurance policies in a
commercially reasonable amount to cover any negligent acts committed by
AG METALS or any of its employees or agents during the performance of
the Services.

5. OTHER WORK. It is understood that, during the term of this Agreement, AG
METALS and its agents shall have the right to develop other products for
Persons other than LANCER (including itself), with the exception that,
during the term of this Agreement, neither AG METALS nor its agent(s)
shall participate in the development, production, marketing or sale of
any technology or products which are considered by LANCER to be
competitive with the Technology or the Product(s) or with the other
business of LANCER, including but not limited to Product(s) currently on
the market or to be developed in the future. Neither AG METALS nor its
agent(s) shall, without LANCER's prior written consent, render to others
services of any kind for compensation, or engage in any other business
activity, that would materially interfere with the performance of its or
his duties under this Agreement. AG METALS represents to LANCER that it
has no other outstanding commitments inconsistent with any of the terms
of this Agreement or the services to be rendered under it. With the
exception of the foregoing restrictions and any other restrictions set
forth in this Agreement, LANCER shall not place any restrictions upon
the number of other projects in which AG METALS or its agents
participate, so long as they fulfill their obligations under this
Agreement.

6. BUDGETED EXPENSES AND COSTS. Attached as Exhibit B to this Agreement is
a proposed budget that has been prepared by LANCER (after consultation
with AG METALS) for the first three and one half years of operations
related to the Product(s) and Technology. The Parties agree that the
assumptions, costs and expenses set forth in Exhibit B may change,
except as set forth herein. AG METALS agrees that neither it or its
representative(s) will make any expenditures without obtaining prior
written consent of the President of LANCER.

ARTICLE IV
DISCLOSURE OF TECHNOLOGY AND PRODUCT(S) INFORMATION TO LANCER

Directly after its execution of this Agreement, AG METALS shall provide LANCER
with all such documentation of information known to it and its agents at that
time which will enable LANCER to fully exploit the Product(s) and Technology, in
accordance with the following procedures:

1 . CORRESPONDENTS. LANCER shall select an individual(s) who shall act as
its correspondent

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in receiving documentation relating to the Product(s) and Technology and
arranging for other assistance necessary to fully exploit the Product(s)
and Technology. Initially Xxxx Xxxxxx shall serve as AG METALS'
correspondent in providing such documentation and assistance. LANCER
shall indicate promptly to AG METALS the name of its correspondent. The
correspondents shall jointly establish a practicable plan to keep each
Party informed about the other's current and planned activities relating
to the use, practice, development, manufacture, and sale of the
Product(s) and Technology during the term of this Agreement.

2. ANSWERING INQUIRIES. AG METALS shall be responsible for answering all
reasonable technical inquiries received from LANCER's correspondent
relating to the Product(s) and Technology, and for providing copies of
all pertinent documentation relating to the Product(s) and Technology,
including but not limited to know how and art, applicable test reports,
other technical reports; operation and maintenance manuals; assembly and
detail drawings; parts lists; lists of ingredients and their proportions
in compositions of matter; quality control procedures; and other
information on manufacturing processes and apparatus.

3. PROVIDING INFORMATION. AG METALS shall give to LANCER's duly accredited
representatives information relating to the Product(s) and Technology
and about AG METALS' methods of practicing the Product(s) and Technology
and manufacturing the Product(s) and Technology upon request from
LANCER. LANCER shall instruct its representatives who obtain this
information to maintain the confidentiality of the Product(s) and
Technology.

AG METALS and its representative(s) shall continue to comply with the provisions
of this Article IV throughout the term of the Agreement as information is
developed or becomes available to them.

ARTICLE V
DISCLOSURE OF INFORMATION ON IMPROVEMENTS

1. AG METALS shall disclose all Improvements to LANCER as they are made. AG
METALS shall also provide LANCER with preliminary information, as it
becomes available, relative to the Improvements, and thereafter promptly
provide to LANCER whatever additional information is required to enable
LANCER to ascertain whether the Improvements are suitable for use or
manufacture by LANCER as provided in this Agreement. Such information
may consist of, but is not limited to, formulas, demonstrations, test
results, instructions, repair and service manuals, information on
materials, and parts lists.

2. AG METALS shall, within ten calendar days after receipt of a written
request from LANCER, furnish to LANCER, to the extent available: (1)
complete and detailed data to enable LANCER to make full use of the
Improvements; (2) results of technical investigations, tests, operation
analyses, and research related to the Improvements; and (3) prints of
assembly and detailed drawings of all special machines, tools, and other
equipment used to create the Improvements.

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ARTICLE VI
OWNERSHIP OF INTELLECTUAL PROPERTY

1. OWNERSHIP RIGHTS. AG METALS agrees that the following shall be and are
assigned to LANCER as its sole and exclusive property: all designs,
plans, reports, specifications, drawings, schematics, prototypes,
models, inventions, copyrightable matter, and all other information and
items pertaining to the Product(s) or Technology conceived or developed
by AG METALS and/or its agents, either alone or with others, during the
course of this Agreement which relate to the Technology, Product(s),
business of LANCER, or to LANCER's actual or demonstrably anticipated
research and development, or that result from any work performed for
LANCER, including but not limited to the right to secure copyrights
worldwide in LANCER's name or otherwise, in any medium.

2. OBTAINING PATENTS/TRADEMARKS. On LANCER's request, AG METALS agrees to
assist LANCER to obtain Patents or Trademarks related to Product(s) or
information developed pursuant to this Agreement, including the
disclosure of all pertinent information and data, the execution of all
applications, specifications, oaths, and assignments, and all other
instruments and papers that LANCER shall deem necessary to apply for and
to assign or convey to LANCER, its successors, and assigns or nominees,
the sole and exclusive right, title, and interest in such Patents or
Trademarks.

3. COPYRIGHTS. AG METALS and LANCER agree that all copyrightable subject
matter that is specially ordered or commissioned for use as a
contribution to a collective work, or is a supplementary work, a
compilation, or an instructional test, as these terms are defined by 00
Xxxxxx Xxxxxx Code Section 101, shall be considered a "work made for
hire" as this term is defined in 00 Xxxxxx Xxxxxx Code Section 101.

ARTICLE VII
TERM OF AGREEMENT AND TERMINATION

1. TERM. This Agreement is effective as of the date set forth above (the
Effective Date), and unless terminated sooner pursuant to the terms of
this Agreement, will continue in force until the date that, under the
provisions of this Agreement, both (1) AG METALS' obligation to provide,
and LANCER's obligation to pay for, the consulting Services as described
in Article III ends; and (2) LANCER's obligation to make Commission
payments as described in Article II ends.

2. CURE PERIOD. Any Party claiming a breach of or failure to perform this
Agreement shall give the other Party or Parties written notice of such
claim. If the breach or failure is curable, the Party against whom the
breach or failure is claimed shall have thirty (30) days to attempt to
cure such breach or failure. If such breach or failure is not cured
within the thirty (30) day period the other Party may then pursue any
remedies available to it as a result of such breach

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or failure.

3. REMEDIES. With respect to remedies for breach of or failure to perform
this Agreement:

a. AG METALS LIMITED TO MONETARY DAMAGES. AG METALS acknowledges
and agrees that in the event of a breach of this Agreement by
LANCER, the sole remedy available to AG METALS is a monetary
award. AG METALS agrees that it shall not have the right to
enforce its rights or LANCER's obligations hereunder by an
action for rescission, reformation, specific performance,
injunctive and/or other equitable relief. The sale provided for
in Article I of this Agreement is final and irrevocable despite
any claim of breach by AG METALS of breach or failure to perform
or otherwise.

b. INJUNCTIVE RELIEF. The Parties acknowledges and agrees that in
the event of a breach by it of this Agreement or failure to
perform under this Agreement, monetary damages shall not
constitute a sufficient remedy. Consequently, in the event of
any such breach or failure to perform, the non-breaching Party
may, in addition to other rights and remedies existing in its
favor, apply to any court of law or equity of competent
jurisdiction for specific performance and/or injunctive or other
relief in order to enforce or prevent any violation of the
provisions hereof, without having to prove actual damages to
obtain such relief.

4. SURVIVAL OF PROVISIONS. If this Agreement is terminated for any reason
whatsoever, all future and continuing rights and obligations under it
will terminate, except that:

a. LANCER shall retain its ownership rights in and to the
Technology, Product(s), and Improvements, as set forth in
Articles II and VI, after any termination of this Agreement.

b. The obligations to make reports and to pay all sums accrued
under this Agreement through the date of termination shall
survive any termination of this Agreement.

c. The obligations in Articles IV, V, X, and XI shall survive any
termination of this Agreement.

d. All obligations to return documents and other items shall
survive any termination of this Agreement.

e. Any claim or cause of action for breach or violation of this
Agreement existing as of the date of termination and the
provisions of this Agreement providing for or relating to
remedies for such breach or violation, shall survive any
termination of this Agreement and remain in full force and
effect until such rights and obligations are fully discharged.

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f. All rights and obligation of the Parties under this Article VII
shall survive any termination of this Agreement.

ARTICLE VIII
REPRESENTATIONS AND WARRANTIES BY AG METALS

As a material inducement to LANCER to enter into this Agreement and consummate
the transactions contemplated hereby, AG METALS hereby represents and warrants
to LANCER that as of the date of execution by AG METALS of this Agreement:

1 RIGHT TO TRANSFER. AG METALS is the sole owner of and possesses all
right, title and interest in and to the Technology and Intellectual
Property to be conveyed by this Agreement, free and clear of all liens,
and no claim by any third party contesting the validity, enforceability,
use or ownership of any of the Technology or Intellectual Property has
been made, is currently outstanding or to AG METALS' or its agent(s)'
knowledge is threatened, and there are no grounds for same.

2. ORGANIZATION AND CORPORATE POWER. AG METALS is a corporation duly
organized, validly existing and in good standing under the laws of the
State of Nevada, with full corporate power and authority to enter into
this Agreement and perform its obligations hereunder.

3. ABSENCE OF UNDISCLOSED LIABILITIES RELATING TO THE TECHNOLOGY. Neither
AG METALS nor its agent(s) has any obligations or liabilities relating
or pertaining to the Technology as of the Effective Date.

4. QUALIFICATIONS. AG METALS and its agents have the qualifications and
ability to perform the Services in a professional manner, without the
advice, control, or supervision of LANCER. Performance of the Services
in a professional manner includes building an inventory of quality
alloy, and failure to do so shall constitute a material breach of this
Agreement.

5. SUCCESS AND PROFITS. AG METALS and its agent(s) will use their best
efforts toward the goal of successful and profitable manufacture of the
Product(s) for the costs set forth in Exhibit B hereto.

6. INDUSTRY STANDARDS. The Product(s) will meet the standards of the
American Dental Association and the Federal Food and Drug
Administration, and the standards set forth in ISO 9000 and EN 46,000,
and shall comply with Common European Market standards and regulations.

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7. CONTRACTS AND COMMITMENTS. Except as specifically contemplated by this
Agreement, neither AG METALS nor any of its agents is as of the
Effective Date a party to nor bound by, whether written or oral, any
agreements relating or pertaining to the Technology, the Product(s), or
the Intellectual Property, including but not limited to any license,
assignment or Commission agreements, employment or consulting agreement,
or contract which prohibits him or it from freely entering into this
Agreement.

8. SUFFICIENT TECHNOLOGY. The Technology and Intellectual Property
comprises all Technology and Intellectual Property necessary for AG
METALS' performance of this Agreement.

9. NO INFRINGEMENT. Neither AG METALS nor its agent(s) have received any
notices of, nor are they aware of, any facts which indicate a likelihood
of, any infringement or misappropriation by, or conflict with, any third
party with respect to any Intellectual Property including, without
limitation, any demand or request that AG METALS or its agents license
rights from a third party, and neither AG METALS nor any of its agents
has infringed, misappropriated or otherwise conflicted with any rights
of any third parties, and neither AG METALS nor any of its agents are
aware of any infringement, misappropriation or conflict which shall
occur as a result of the continued development of the Technology, and to
the knowledge of AG METALS and its agents, the Technology and
Intellectual Property to be conveyed under this Agreement have not been
infringed upon, misappropriated or conflicted by any third party.

10. LITIGATION; PROCEEDINGS. There are no actions, suits, proceedings,
orders, judgments, decrees or investigations pending or, to the
knowledge of AG METALS or its agents, threatened against AG METALS or
its agents or any business entity related to them relating or pertaining
to the Technology, or affecting the Technology, at law or in equity, or
before or by any federal, state, municipal or other governmental
department, commission, board, bureau agency or instrumentality,
domestic or foreign, and there is no basis known to AG METALS or its
agents for any of the foregoing.

11. BROKERAGE. There are no claims for brokerage commissions, finders' fees
or similar compensation in connection with the transactions contemplated
by this Agreement based on any arrangement or agreement made by or on
behalf of AG METALS or any of its agents.

12. COMPLIANCE WITH LAWS.

a. AG METALS and its agents have complied with all applicable laws,
regulations and ordinances of foreign, federal, state and local
governments and all agencies thereof which are applicable to the
Technology, and no claims have been filed against AG METALS or
any of its agents any business controlled by them alleging a
violation of any such laws or regulations. LANCER is aware of
prior litigation involving Xxxx Xxxxxx and Xxxxxxx & Xxxxxxx.

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b. The Technology is not and has not been subject to any
inspection, recall, investigation, penalty assessment, or audit
by any U. S. federal, state or local governmental agency or any
such authority of any other country or to any other allegation
that AG METALS, its agent(s), or any business entity controlled
by them violated the regulations of any such authority or made a
material false statement or omission to any such governmental
authority relating or pertaining to the Technology.

13. POWERS OF ATTORNEY. There are no outstanding powers of attorney executed
on behalf of AG METALS, any of its agents, or any business entity
controlled by them relating or pertaining to the Technology.

14. DISCLOSURE. Neither this Agreement nor any of the exhibits hereto, nor
any information furnished by AG METALS or its agent(s) or
representatives to LANCER or any of its agents or representatives,
contain any untrue statement of a material fact or omit a material fact
necessary to make the statements contained herein or therein, in light
of the circumstances in which they were made, not misleading. There is
no material fact which has not been disclosed to LANCER of which AG
METALS or its agents is aware.

15. KNOWLEDGE; AWARE. As used in this Article VIII, the terms "knowledge" or
"aware" shall mean and include (1) the actual knowledge or awareness of
AG METALS (which shall include the actual knowledge and awareness of its
agents and representatives), and (ii) the knowledge or awareness which a
prudent business person would have obtained in the conduct of his
business after making reasonable inquiry and reasonable diligence with
respect to the particular matter in question.

ARTICLE IX
REPRESENTATIONS AND WARRANTIES OF LANCER

As a material inducement to AG METALS to enter into this Agreement, LANCER
hereby represents and warrants to AG METALS that as of the date of execution by
AG METALS of this Agreement:

1. ORGANIZATION AND CORPORATE POWER. LANCER is a corporation duly
organized, validly existing and in good standing under the laws of the
State of California, with full corporate power and authority to enter
into this Agreement and perform its obligations hereunder.

2. NO VIOLATION. LANCER is not subject to or obligated under its
certificate of incorporation, its by-laws, any applicable law, or rule
or regulation of any governmental authority, or any agreement or
instrument, or any license, franchise or permit, or subject to any
order, writ, injunction or decree, which would be breached or violated
by its execution, delivery or performance of this Agreement.

3. LITIGATION. There are no actions, suits, proceedings, orders pending or,
to LANCER's

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knowledge, threatened against or affecting LANCER at law or in equity,
or before or by any federal, state, municipal or other governmental
department, commission, board, bureau, agency or instrumentality,
domestic or foreign, which would adversely affect LANCER'S performance
under this Agreement or the consummation of the transactions
contemplated hereby or thereby.

4. BROKERAGE. There are no claims for brokerage commissions, finders' fees
or similar compensation in connection with the transactions contemplated
by this Agreement based on any arrangement or agreement made by or on
behalf of LANCER.

5. POWERS OF ATTORNEY. There are no outstanding powers of attorney executed
on behalf of LANCER or any business entity controlled by LANCER relating
or pertaining to the Technology.

6. DISCLOSURE. Neither this Agreement, nor the exhibits hereto, nor any
information furnished by LANCER to AG METALS or any of its agents or
representatives, contain any untrue statement of a material fact or omit
a material fact necessary to make the statements contained herein or
therein, in light of the circumstances in which they were made, not
misleading. There is no material fact which has not been disclosed to AG
METALS of which LANCER is aware.

7. KNOWLEDGE; AWARE. As used in this Article IX, the terms "knowledge" or
"aware" shall mean and include (i) the actual knowledge or awareness of
LANCER (which shall include the actual knowledge and awareness of its
agents and representatives), and (ii) the knowledge or awareness which a
prudent business person would have obtained in the conduct of his
business after making reasonable inquiry and reasonable diligence with
respect to the particular matter in question.

ARTICLE X
INDEMNIFICATION AND RELATED MATTERS

1. SURVIVAL. All representations, warranties, covenants and agreements set
forth in this Agreement or in any writing or certificate delivered in
connection with this Agreement shall survive the consummation of the
transactions contemplated hereby and shall not be affected by any
examination made for or on behalf of LANCER, the knowledge of any of its
officers, directors, stockholders, employees, agents or representatives,
or the acceptance of any certificate or opinion hereunder.

2. INDEMNIFICATION BY AG METALS. AG METALS shall and hereby does indemnify,
defend, and hold harmless LANCER and its officers, directors,
shareholders, employees, agents, representatives, affiliates,
successors, permitted assigns, and customers (collectively,
"Indemnitee") from and against, and shall pay on behalf of or reimburse
such Indemnitee in respect of, any and all losses, liability, demands,
claims, actions, causes of action, costs,

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damages, deficiencies, expenses, obligations, recoveries, and
deficiencies, including interest, fines, penalties, and reasonable
attorney fees and costs, whether or not arising out of third party
claims (including without limitation, interest, penalties, reasonable
attorneys' fees and expenses, court costs and all amounts paid in
investigation, defense, or settlement of any of the foregoing)
("Losses"), that Indemnitee may incur, suffer, sustain or become subject
to as a result of, in connection with, relating to, or incidental to or
by virtue of:

a. the actions of AG METALS or its employees, representatives,
and/or agents with respect to the Product(s) and/or Technology;

b. any breach or failure of AG METALS or its employees,
representatives, and/or agents to perform any of the
representations, warranties, or agreements in this Agreement; or

c. any lawsuit, claim or proceeding of any nature against LANCER
and/or AG METALS, and/or any of their employees,
representatives, and/or agents relating to or pertaining to the
Product(s) and/or Technology.

3. INDEMNIFICATION BY LANCER. LANCER shall and hereby does indemnify,
defend, and hold harmless AG METALS and its officers, directors,
shareholders, employees, agents, representatives, affiliates,
successors, permitted assigns, and customers (collectively,
"Indemnitee") from and against, and shall pay on behalf of or reimburse
such Indemnitee in respect of, any and all losses, liability, demands,
claims, actions, causes of action, costs, damages, deficiencies,
expenses, obligations, recoveries, and deficiencies, including interest,
fines, penalties, and reasonable attorney fees and costs, whether or not
arising out of third party claims (including without limitation,
interest, penalties, reasonable attorneys' fees and expenses, court
costs and all amounts paid in investigation, defense, or settlement of
any of the foregoing) ("Losses"), that Indemnitee may incur, suffer,
sustain or become subject to as a result of, in connection with,
relating to, or incidental to or by virtue of:

a. the actions of LANCER with respect to the Product(s) and/or
Technology; or

b. any breach or failure of LANCER to perform any of the
representations, warranties, or agreements in this Agreement.

4. LIMITS ON INDEMNIFICATION. The indemnification rights of the Parties
under this Article X shall be limited as follows:

a. Neither Party shall indemnify the other Party for amounts
claimed by the other Party as loss of business, lost income, or
lost profits.

b. It is understood that any amounts received by the Indemnified
Party from third parties, such as in settlement of a dispute or
pursuant to a judgment in a lawsuit, shall

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be used to reduce the amount of Losses sought by the Indemnified
Party from the Indemnifying Party.

5. INDEMNIFICATION PROCEDURES.

a. Any Party making a claim for indemnification under this Article
X (the "Indemnified Party") shall notify the indemnifying Party
(the "Indemnifying Party") of the claim in writing promptly
after receiving written notice of any action, lawsuit,
proceeding, investigation or other claim against it (if by a
third party) or discovering the liability, obligation or facts
giving rise to such claim for indemnification, describing the
claim, the amount thereof (if known and quantifiable), and the
basis thereof; provided that the failure to so notify the
Indemnifying Party shall not relieve the Indemnifying Party of
its obligations hereunder, except to the extent such failure
shall have prejudiced the Indemnifying Party.

b. With respect to any third party claim, the Indemnifying Party
shall be entitled to participate in the defense of such action,
lawsuit, proceeding, investigation or other claim giving rise to
the Indemnified Party's claim for indemnification at its
expense, and at its option (subject to the limitations set forth
below) shall be entitled to appoint lead counsel of such defense
acceptable to the Indemnified Party; provided that prior to the
Indemnifying Party assuming control of such defense it shall
first (i) verify to the Indemnified Party in writing that such
Indemnifying Party shall be fully (with no reservation of any
rights) for all liabilities and obligations responsible relating
to such claim for indemnification and that it shall provide full
indemnification (whether or not otherwise required hereunder) to
the Indemnified Party with respect to such action, lawsuit,
proceeding, investigation, or other claim giving rise to such
claim for indemnification hereunder, (ii) enter into an
agreement with the Indemnified Party in form and substance
satisfactory to the Indemnified Party which agreement
unconditionally guarantees the payment and performance of any
liability or obligation which may arise with respect to such
action, lawsuit, proceeding, investigation, or facts giving rise
to such claim for indemnification hereunder, and (iii) furnish
the Indemnified Party with evidence which, in the sole judgment
of the Indemnified Party, is and shall be sufficient to satisfy
any such liability and show that Indemnifying Party is able to
satisfy such liability; provided further that:

i. the Indemnified Party shall be entitled to participate
in the defense of such claim and to employ counsel of
its choice for such purpose, the fees and expenses of
such separate counsel which shall be borne by the
Indemnified Party (except that the fees and expenses of
such separate counsel incurred prior to the date the
Indemnifying Party effectively assumes control of such
defense shall be borne by the Indemnifying Party);

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ii. the Indemnifying Party shall not be entitled to assume
control of such defense and shall pay the fees and
expenses of counsel retained by the Indemnified Party if
(A) the claim for indemnification relates to or arises
in connection with any criminal proceeding, action,
indictment, allegation or investigation, (B) the
Indemnified Party reasonably believes an adverse
determination with respect to the action, lawsuit,
investigation, proceeding or other claim giving rise to
such claim for indemnification would be detrimental to
or injure the Indemnified Party's reputation or future
business prospects, (C) the claim seeks an injunction or
equitable relief against the Indemnified Party, or (D)
upon petition by the Indemnified Party, the appropriate
court rules that the Indemnifying Party failed or is
failing to vigorously prosecute or defend such claim;
and

iii if the Indemnifying Party, with the consent of the
Indemnified Party, shall control the defense of any such
claim, the Indemnifying Party shall obtain the prior
written consent of the Indemnified Party (which shall
not be unreasonably withheld) before entering into any
settlement of a claim or ceasing to defend such claim,
if pursuant to or as a result of such settlement or
cessation, injunction or other equitable relief shall be
imposed against the Indemnified Party or if such
settlement does not expressly unconditionally release
the Indemnified Party from all liabilities and
obligations with respect to such claim, without
prejudice.

c. The Indemnified Party shall be paid by the Indemnifying Party
within thirty (30) days from notification of a Loss or Losses
pursuant to this Section X. In the event AG METALS is the
Indemnifying Party, LANCER has the right to offset any such Loss
or Losses against any and all payments due to AG METALS under
this Agreement, and such sums shall be paid in full prior to AG
METALS resuming any right to payments due hereunder.

d. The Parties shall render to each other all reasonable assistance
that may be required to defend against any claims, actions, or
Losses.

ARTICLE XI
ADDITIONAL AGREEMENTS

1. CONTINUING ASSISTANCE. Subsequent to the effective date of this
Agreement, the Parties shall provide such other assistance as reasonably
requested by the other Party within the scope of this Agreement, to
further the development of the Technology and production and sale of the
Product(s).

2. BEST EFFORTS. During the term of this Agreement, XXXXXX, XX METALS and
LANCER shall, by reasonable and proper means, diligently use their best
efforts to develop the

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Technology and Product(s) consistent with the intent of this Agreement.
Such efforts shall include regular reporting to and cooperating with
each other,

3. TAX MATTERS.

a. LIABILITY OF AG METALS FOR TAXES RESULTING FROM RECEIPT OF
COMMISSION. AG METALS acknowledges that neither it not any of
its employees or agents is or will be an employee of LANCER.
LANCER shall not deduct any withholding or employment-based
taxes from any Commission or other amount paid to AG METALS, and
AG METALS acknowledges its responsibility to pay the same, and
AG METALS shall indemnify and hold LANCER harmless from and
against all liabilities, actions, costs, charges, claims and
demands of any statutory or public authority in respect thereof,
pursuant to Article X (Indemnification).

b. TRANSFER TAXES. All transfer, documentary, sales, use, stamp,
registration and other such Taxes and fees (including any
penalties and interest) incurred in connection with this
Agreement shall be paid by AG METALS when due, and AG METALS
shall, at its own expense, file all necessary documentation with
respect to all such transfer, documentary, sales, use,
registration and other Taxes and fees, and if required by
applicable law, LANCER shall, and shall cause its affiliates to,
join in the execution of any such documentation. As of the
Effective Date, LANCER is not aware that any such taxes and fees
have been incurred or are due; however, it has undertaken no
effort to make any determination on this issue and AG METALS
must investigate and make its own determination of whether any
taxes or fees will be incurred or are due.

4. PRESS RELEASES AND ANNOUNCEMENTS. No press releases related to this
Agreement and the transactions contemplated herein, or other
announcements to the employees, customers, competitors or suppliers of
LANCER shall be issued without LANCER's consent, except for any public
disclosure which any Party in good faith believes is required by law or
regulation (in which case the disclosure shall be prepared jointly by
the Parties).

5. FURTHER TRANSFERS. AG METALS and its agent(s) shall execute and deliver
such further instruments of assignment, conveyance and transfer and take
such additional action as LANCER may reasonably request to effect,
consummate, confirm or evidence the transfer to LANCER of the Technology
or Product(s) and any other transactions contemplated hereby.

6. EXPENSES. Except as otherwise provided herein, each Party shall pay all
of their own fees, costs and expenses (including without limitation,
fees, costs and expenses of legal counsel, investment bankers,
accountants, brokers or other representatives and consultants and
appraisal fees, costs and expenses) incurred in connection with the
negotiation of this Agreement, the performance of obligations hereunder
and the consummation of the

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transactions contemplated hereby.

7. FUTURE PATENT APPLICATIONS AND OTHER INTELLECTUAL PROPERTY.
Notwithstanding any other provisions of this Agreement, LANCER shall
have full responsibility for, and shall pay all of the fees, costs and
expenses related to, obtaining and maintaining patents and other
Intellectual Property related or pertaining to the Technology and
Product(s).

8. NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY.

a. NON-COMPETITION/NON-SOLICITATION. As a result of joint
development work with LANCER under this Agreement, XXXXXX and AG
METALS will have access to trade secrets and confidential
information about LANCER, its products, its customers, and its
methods of doing business, and will develop trade secret and
confidential information relating to the Product(s) and
Technology. Therefore, in consideration of the payment of the
Consideration and for consulting Services, as a condition
precedent to LANCER's willingness to enter into this Agreement
and perform hereunder, AG METALS hereby agrees that during the
term of this Agreement, AG METALS (i) shall not engage (whether
as an owner, operator, manager, employee, officer, director,
consultant, advisor, representative or otherwise) directly or
indirectly in any activity or other business competitive with
LANCER's business or in any manner competitive with the Products
or Technology; and (ii) shall not directly or indirectly (a)
call on, solicit, or take away any of Lancer's customers or
potential customers; or (b) solicit or take away or attempt to
solicit or take away any of Lancer's employees, contractors, or
agents, for AG METALS or any other person or entity; and (iii)
shall not undertake any activity competitive with the Product(s)
or the Technology in which the loyal and complete fulfillment of
the duties of the competitive activity would require AG METALS
to reveal, to make judgements on, or otherwise to use any
confidential business information or trade secrets of LANCER's
business to which AG METALS had access by reason of its
relationship with and/or work with LANCER. If permitted by the
laws of the state or country where AG METALS is located or where
the activities at issue are taking place, the restrictions set
forth in this paragraph shall continue for a period of three
years following termination of this Agreement (regardless of the
reason for termination), except that the restriction set forth
in item (i) of this paragraph shall, after termination of this
Agreement, be limited to activities or other business
competitive in any way with (a) the type of amalgam represented
by the Product(s), or (b) the Technology necessary to produce
the Product(s), including the spherical dispersion system and
any other systems developed in the course of the relationship
between the Parties.

b. FAILURE TO COMPLY. AG METALS' failure to comply with Section
XI.8.a. above shall give LANCER the right (in addition to all
other remedies LANCER may have) to terminate any benefits or
compensation to which AG METALS may be otherwise

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entitled pursuant to this Agreement, including Commission
payments and payments for Services.

c. SCOPE OF BUSINESS. AG METALS acknowledges that (i) the business
that LANCER currently conducts or proposes to conduct includes,
without limitation, manufacturing and selling products for use
in the orthodontic dental market, and (ii) the business of
LANCER is international and that LANCER currently sells, or
proposes to sell, the Product(s) and other products worldwide.

d. DEFINITION OF DIRECT AND INDIRECT COMPETITION. AG METALS
understands and agrees that "direct competition" means design,
development, production, promotion, marketing or sale of
products or services competitive with the Product(s) or
Technology. "Indirect competition" means employment by any
competitor or third party producing or providing products
competing with LANCER's products (including but not limited to
the Product(s)), for whom AG METALS and/or its agent(s) will
perform the same or similar function as they perform or have
performed for LANCER.

e. CONFIDENTIALITY. At all times, both during the term of this
Agreement and after the termination of this Agreement, whether
the termination is voluntary or involuntary, AG METALS agrees to
treat and hold as confidential any information concerning the
Technology, Product(s), and the business and affairs of LANCER
that is not already generally available to the public (the
"Confidential Information"), refrain from using any of the
Confidential Information except in connection with this
Agreement, and deliver promptly to LANCER all tangible
embodiments (and all copies) of the Confidential Information
which are in their possession or under their control. In the
event that AG METALS or any of its agents is requested or
required (by oral question or request for information or
documents in any legal proceeding interrogatory, subpoena, civil
investigative demand, or similar process) to disclose any
Confidential Information, they shall notify LANCER promptly of
the request or requirement so that LANCER may seek an
appropriate protective order.

f. NONDISCLOSURE. At all times, both during the term of this
Agreement and after the termination of this Agreement, whether
the termination is voluntary or involuntary AG METALS aurees
that it shall:

i. Keep in strictest confidence and trust all Confidential
and Proprietary Information;

ii. Not disclose, use, or induce or assist in the use or
disclosure of any Confidential or Proprietary
Information or Rights, or anything related to any
Confidential or Proprietary Information. or Rights,
without LANCER's prior express written consent, except
as may be necessary in the ordinary course

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of performing their duties under this Agreement; and

iii. At all times during the term of this Agreement, promptly
advise LANCER of any knowledge that they may have of any
unauthorized release or use of LANCER's Confidential or
Proprietary Information or Rights, and shall take
reasonable measures to prevent unauthorized persons or
entities from having access to, obtaining, or being
furnished with any Confidential or Proprietary
Information.

g. ACCESS TO CONFIDENTIAL AND PROPRIETARY INFORMATION OF THIRD
PARTIES. LANCER has received and in the future may receive from
third parties their confidential, proprietary, or trade secret
information, subject to LANCER's duty to maintain the
confidentiality of such information and to use it only for
certain limited purposes. In connection with this Agreement, AG
METALS and its agents may obtain access to such confidential
information pertaining to LANCER'S customers' technology,
product development, and to the relationship between LANCER's
customers and LANCER. Such information is considered secret and
is disclosed to AG METALS and its agents in confidence. AG
METALS and its agents therefore owe LANCER and such third
parties, during the term of this Agreement and thereafter, a
duty to hold all such confidential, proprietary, and trade
secret information in the strictest confidence, and neither AG
METALS nor its agents shall directly or indirectly disclose,
use, or induce or assist in the use or disclosure of any such
confidential, proprietary, or trade secret information without
LANCER's prior express written consent, except as may be
necessary in the ordinary course of performing AG METALS' duties
under this Agreement, consistent with LANCER's agreement with
such third party.

h. EMPLOYEE AGREEMENTS. AG METALS agrees that prior to employing or
otherwise involving any individual in providing the Services
hereunder, AG METALS shall require such individual to sign a
written agreement to the terms of this Section XI. 8. and
covering invention and patent ownership issues, which agreement
shall be in a form acceptable to and approved by LANCER. Xxxx
Xxxxxx shall sign a copy of the agreement attached hereto as
Exhibit C concurrently with the execution of this Agreement, and
this Agreement shall not be effective until LANCER has received
such agreement signed by Xxxx Xxxxxx.

ARTICLE XII
DEFINED TERMS

1. CERTAIN DEFINED TERMS. For purposes of this Agreement, the following
definitions shall apply:

"Affiliate" means any officer, shareholder, consultant,
representative,

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employee, agent, or any corporation, subsidiary or other business
entity, existing or otherwise, that either directly or indirectly,
through one or more intermediaries, is controlled by, or which maintains
a controlling interest in, a specified Party.

"Documentation" means all manuals, technical documents,
specifications, prototypes or other physical embodiments, computer
renderings, computer analyses, flow modeling videotapes, drawings,
engineering calculations, memos and other documents, plans, schematics,
blueprints, computer disks, and other technical materials encompassing
all information concerning or regarding the Technology or Product(s).

"Effective Date" means the date set forth on the first page of
this Agreement (in the preamble) as the date this Agreement was made and
entered into.

"Improvements" means any and all improvements, modifications,
adaptations, revisions, enhancements, additions, or changes to the
Technology or Product(s) which occur while AG METALS or its agents are
performing Services pursuant to this Agreement or which result from the
Services performed hereunder.

"Intellectual Property" means all of the following items, along
with all income, Commission, damages and payments due or payable as of
the Effective Date of the Agreement or thereafter, including, without
limitation, the Technology, the Product(s), the Patents, the Trademarks,
patents, patent applications, patent disclosures and inventions (whether
or not patentable and whether or not reduced to practice) and any
reissue, continuation, continuation-in-part, division, revision,
extension or reexamination thereof, trademarks, service marks, trade
dress, logos, trade names and corporate names together with all goodwill
associated therewith; registered or unregistered copyrights and
copyrightable works and mask works; and all registrations, applications
and renewals for any of the foregoing; trade secrets and confidential
information (including without limitation, ideas, formulae,
compositions, know-how, manufacturing and production processes and
techniques, research and development information, drawings,
specifications, designs, plans, proposals, technical data, financial,
business and marketing plans and customer and supplier lists and related
information); computer software and software systems (including, without
limitation, data, databases and related documentation); licenses or
other agreements to or from third parties regarding the foregoing and
all copies and tangible embodiments of the foregoing (in whatever form
or medium).

"Inventions" means all discoveries, developments, designs,
improvements, inventions, formulas, software programs, processes,
techniques, know-how, data, research, techniques, and technical data
(whether or not patentable or registrable under patent, copyright or
similar statutes and including all rights to obtain, register, perfect,
and enforce those proprietary interests) that are related to or useful
in

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LANCER's present or future business or result from use of property
owned, leased, or contracted for by LANCER. "Inventions" shall also
include anything that derives actual or potential economic value from
not being generally known to the public or to other persons who can
obtain economic value from its disclosure or use.

"Person" means an individual, a partnership, a limited liability
company, a corporation, an association, a joint stock company, a trust,
a joint venture, an unincorporated organization and a governmental
entity or any department agency or political subdivision thereof.

"Processes" means all processes and methods related to or
necessary to the manufacture of the Product(s).

"Product(s)" means all products developed and/or manufactured in
connection with the relationship between and among the Parties, and all
products manufactured using the Technology. "Product(s)" also includes
all Improvements as defined above in this Article.

"Proprietary Information" means information (a) that is not
known by actual (b) that or potential competitors or is generally
unavailable to the public, at has been created, discovered, developed,
or otherwise become known to LANCER or in which property rights have
been assigned or otherwise conveyed to LANCER, and (c) that has material
economic value or potential material economic value to LANCER's present
or future business. "Proprietary Information" shall include trade
secrets (as defined under California Civil Code Section 3426.1) and all
other discoveries, developments, designs, improvements, inventions,
formulas, software programs, processes, techniques, know-how, negative
know-how, data, research, technical data, customer and supplier lists,
and any modifications or enhancements of any of the foregoing, and all
program, marketing, sales, or other financial or business information
disclosed to AG METALS and/or its agents by LANCER, either directly or
indirectly, in writing or orally or by drawings or observation, which
has actual or potential economic value to LANCER.

"Rights" means all patents, trademarks, service marks and
copyrights, and other rights pertaining to Technology, Product(s),
Proprietary Information, and Inventions.

"Subsidiary" means, with respect to any Person, any corporation,
partnership, association or other business entity of which (i) if a
corporation, a majority of the total voting power of shares of stock
entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof is at the
time owned or controlled, directly or indirectly, by that Person or one
or more of the other Subsidiaries of that Person or a combination
thereof, or (ii) if a partnership,

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limited liability company, association or other business entity, a
majority of the partnership or other similar ownership interest thereof
is at the time owned or controlled, directly or indirectly, by any
Person or one or more Subsidiaries of that Person or a combination
thereof. For purposes hereof, a Person or Persons shall be deemed to
have a majority ownership interest in a partnership, limited liability
company, association or other business entity if such Person or Persons
shall be allocated a majority of partnership, association or other
business entity gains or losses or shall be or control the managing
director or general partner of such partnership, association or other
business entity.

"Tax" or "Taxes" means any federal, state, local of foreign
income, gross receipts, franchise, estimated, alternative minimum,
add-on minimum, sales, use, transfer, registration, value added, excise,
natural resources, severance, stamp, occupation, premium, windfall
profit, environmental, customs, duties, real property, personal
property, capital stock, social security, unemployment disability,
payroll, license, employee or other withholding, or other tax, of any
kind whatsoever, including any interest, penalties or additions to tax
or additional amounts in respect thereto.

"Technology" means that technology, including formulas and
Processes, necessary to produce the Product(s), including the Processes,
which Product(s) shall utilize a dental amalgam made of metallic metals,
which may include but is not necessarily limited to silver (Ag), copper
(Cu), tin (Sn), zinc (Zn), and mercury (Hg), which substance will expand
after mechanical trituration. "Technology" shall also mean, without
limitation, related modifications, enhancements, revisions, and upgraded
versions of the Technology, and prototypes and other physical
embodiments of the Technology. Provided, however, that the definition
specifically excludes any technology related to the technology currently
owned by LANCER or that technology which LANCER has or may acquire
through acquisition, merger, development, or otherwise.

2. OTHER DEFINED TERMS. Other capitalized terms used herein shall have the
meanings set forth in this Agreement.

ARTICLE XIII
MISCELLANEOUS

1. AMENDMENT AND WAIVER. This Agreement may be amended, and any provision
of this Agreement may be waived, provided that any such amendment or
waiver shall be binding upon a Party only if such amendment or waiver is
set forth in a writing executed by all Parties to this Agreement. No
course of dealing between or among any Persons having any interest in
this Agreement or waiver of any other breach, failure, right or remedy,
whether or not similar, shall be deemed effective to modify, amend or
discharge any part of this

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Agreement or any rights or obligations of any Party under or by reason
of this Agreement, or to constitute a continuing waiver.

2. NOTICES. All notices, demands and other communications given or
delivered under this Agreement shall be in writing and shall be deemed
to have been given when personally delivered, mailed by first class
mail, return receipt requested, or delivered by express courier service
or telecopied (with hard copy to follow). Notices, demands and
communications to AG METALS and LANCER shall, unless another address is
specified in writing, be sent to the address or telecopy number
indicated below:

Notices to AG METALS:

AG METALS, INC.
0000 Xxxxxx Xxxx
Xxxx X-0
Xxxxxx Xxxx, XX 00000

Notices to LANCER:

LANCER Orthodontics, Inc.
000 Xxxxxx Xxxxxx
Xxx Xxxxxx, XX 00000
Attention: President

with a copy to:

Xxxxxxxx X. Xxxxxxx, Esq.
XXXXXXXX XXXXXXX XXXXX & XXXXXXX LLP
0000 Xx Xxxxx Xxxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000-0000

3. ASSIGNMENT. This Agreement shall be binding upon all heirs and
successors to the Parties except as otherwise set forth in this
Agreement.

a. UNIQUE SERVICES CONTRACT. Since AG METALS and its agents are
obligated under this Agreement to render services of a special,
unique, unusual, extraordinary, and intellectual character,
which give this Agreement peculiar value, neither AG METALS nor
its agents(s) may assign any of their obligations under this
Agreement without the express prior written consent of LANCER.

b. MERGER, DISSOLUTION, SALE. In the event of a merger in which
LANCER is not the surviving entity, a voluntary or involuntary
dissolution, a sale or other transfer of all or substantially
all of LANCER's assets or a controlling interest in its stock,

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LANCER may, at its sole option (1) assign this Agreement and all
rights and obligations under it to any business entity that
succeeds to all or substantially all of LANCER's business
through that merger, sale, or transfer, or to a new entity that
continues the amalgam business; (2) retain and continue the
amalgam business subject to this Agreement; or (3) on at least
thirty (30) days prior written notice to AG METALS, terminate
this Agreement, effective on the date of the merger,
dissolution, sale or transfer. The following shall occur upon
termination under the circumstances described in (3) of this
paragraph: (a) AG METALS shall have no further obligation to
provide Services hereunder, (b) LANCER shall have no further
obligation to pay Commission or fees for Services hereunder,
other than that LANCER shall pay Commission on Product(s) sold,
and shall pay for Services rendered pursuant to this Agreement,
prior to expiration of the notice period, and (c) AG METALS
shall have the option, exercisable in writing within 30 days of
the effective termination date upon merger, dissolution, sale or
transfer, to a transfer of Lancer's rights to the Product(s) and
Technology to AG METALS upon payment by AG METALS to LANCER of
(1) an amount equal to or exceeding that offered by a third
party for such rights, if such an offer is received by LANCER,
or, if no such offer is received, (2) payment to LANCER of a
reasonable amount mutually agreeable to the parties. Any dispute
as to such amount shall be resolved by binding arbitration under
Section XIII.14. of this Agreement.

4. SEVERABILITY. Whenever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity,
without invalidating the remainder of such provisions or the remaining
provisions of this Agreement.

5. NO STRICT CONSTRUCTION. The language used in this Agreement shall be
deemed to be the language chosen by the Parties to express their mutual
intent, and no rule of strict construction shall be applied against any
Person, including any rule of strict construction relating to authorship
of this Agreement.

6. HEADINGS AND CAPTIONS. The headings and captions used in this Agreement
are for convenience of reference only and do not constitute a part of
this Agreement and shall not be deemed to limit, characterize or in any
way affect any provision of this Agreement, and all provisions of this
Agreement shall be enforced and construed as if no caption had been used
in this Agreement.

7. NUMBER AND GENDER. Each number and gender shall be deemed to include
each other number and gender as the context may require.

8. ENTIRE AGREEMENT. This Agreement and the Exhibits to this Agreement,
and the documents

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referred to herein contain the entire agreement between the Parties and
supersede any prior or contemporaneous understandings, agreements or
representations by or between the Parties, written or oral, which may
have related to the subject matter hereof in any way.

9. AMENDMENT. No oral modifications, express or implied, may alter or vary
the terms of this Agreement. No amendments to this Agreement may be made
except by a writing signed by all Parties.

10. COUNTERPARTS; FAXES. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original but all of which
taken together shall constitute one and the same instrument. A faxed
signature by any of the Parties to this Agreement will be deemed an
original signature, and will be fully binding upon such Party.

11. GOVERNING LAW. Except as otherwise provided in this Agreement, all
questions concerning the construction, validity and interpretation of
this Agreement shall be governed by and construed in accordance with the
domestic laws of the State of California without giving effect to any
choice of law or conflict of law provision (whether of the State of
California or any other jurisdiction) that would cause the application
of the laws of any jurisdiction other than the State of California.

12. PARTIES IN INTEREST. Nothing in this Agreement, express or implied, is
intended to confer on any Person other than the Parties and their
respective, authorized successors and assigns any rights or remedies
under or by virtue of this Agreement.

13. ATTORNEYS' FEES. All reasonable attorneys' fees and costs paid by the
prevailing Party in connection with any dispute arising out of or
relating to this Agreement shall be reimbursed by the losing Party,
within sixty (60) days after a final determination has been made in such
dispute.

14. CONSENT TO BINDING ARBITRATION AND JURISDICTION. ANY DISPUTE ARISING OUT
OF OR RELATING TO THIS AGREEMENT SHALL BE SETTLED BY FINAL AND BINDING
ARBITRATION, AND THE PARTIES HERETO KNOWINGLY WAIVE ANY RIGHT TO A TRIAL
BY JURY.

a. BINDING ARBITRATION REQUIRED. Any controversy or claim arising
out of or relating to this Agreement, or breach of this
Agreement, including any dispute as to the scope of this Section
XIII4.a. or the arbitrability of any controversy or claim, shall
be settled by final and binding arbitration, to be conducted by
a three-person arbitration panel (unless the parties agree
otherwise in writing) in accordance with the Commercial
Arbitration Rules of the American Arbitration Association
("AAA"). Each Party shall pay the expenses of his or its
witnesses.

b. LOCATION OF ARBITRATION. The location of the arbitration shall
be San Diego,

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California, and its proceedings shall be governed by the laws of
California; except that any dispute regarding the non-compete
provisions of this Agreement which arises outside the State of
California shall be governed by the laws of the state in which
such action arises.

c. JURISDICTION AND VENUE. The Parties to this Agreement agree to
submit to the exclusive jurisdiction, both personal jurisdiction
and subject matter, of the state and federal courts of the State
of California and agree that venue is proper in the County of
San Diego.

d. DECISION AND COST. The decision of the Arbitrator(s) shall be
final and binding upon the Parties. The cost of the arbitration
shall be allocated between the Parties at the discretion of the
Arbitrator(s). The prevailing Party shall be entitled to recover
its reasonable attorneys' fees and costs from the other Party as
costs of suit and not as damages. The prevailing Party shall be
determined by the Arbitrator(s). Judgment on the award rendered
shall be entered in the state or federal courts of the State of
California, or application may be made to such courts for a
judicial acceptance of the award and an order of enforcement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first written above.

Lancer Orthodontics, Inc.

Dated: 10/21/98 /s/ XXXXXXX XXXXXX
---------------- ---------------------------------
By: Xxxxxxx Xxxxxx
Its: President

AG METALS

Dated: October 21, 1998 /s/ XXXX XXXXXX
---------------- ---------------------------------
By: Xxxx Xxxxxx
Its: President

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EXHIBIT A

EXAMPLE OF COMMISSION CALCULATION

Cash received by Lancer
from sales (after allowances and adjustments) $329,680.00

Discounts (-) (4,945.00)

Returns (-) (422.00)

Shipping, Handling, Packaging (-) (132.00)

Total Net Received $324,181.00

Commission at 8.5% 27,555.00

Less Draws Against Commission(1)
For Current Quarter (13,500.00)

Less Excess Draw from
Prior Quarter(s) (13,500.00)
(excess of Draw over
Commission)

-----------
Amount due from
Lancer to AG $555.00

Excess Draw NA on these figures
(To be carried forward
to next quarter)

----------
(1) Monthly payments for consulting Services are treated as a draw against
Commission; this figure would show all payments made during the relevant
quarter. Dollar amount shown here is one half of the $27,000.00 to be paid over
the first six months pursuant to Section III.2.a.l.

EXHIBIT B

[COST CHART]

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EXHIBIT B

Sheet 1

FIRST FIRST PER SECOND PER THIRD PER
SIX YEAR OUNCE YEAR OUNCE YEAR OUNCE
MONTHS SALES 65,485.00 SALES 93,748.00 SALES 113,247.00
------ ---------- --------- ------ --------- ----- ----------

NET SALES......................... 1,318,715 20.14 1,891,485 20.18 2,255,722 19.92
MATERIAL COST OF GOODS SOLD....... 877,605 13.40 1,277,171 13.82 1,512,557 13.36
------ ---------- ------ --------- ----- --------- ------
441,110 6.74 614,314 6.55 743,165 8.56

WAGES............................. 29,000 57,000 0.87 89,000 0.95 121,000 1.07
FRINGE BENEFITS................... 5,010 9,930 0.15 17,610 0.19 25,290 0.22
RENT.............................. 3,000 6,120 0.09 6,360 0.07 6,600 0.06
UTILITIES......................... 913 1,826 0.03 1,826 0.02 1,826 0.02
LIABILITY INSURANCE............... -- 2,520 0.04 3,380 0.04 3,868 0.03
PROPERTY INSURANCE................. 90 238 0.00 310 0.00 412 0.00
SUPPLIES (OPERATING & SHIPPING)... 1,000 1,200 0.02 1,800 0.02 2,400 0.02
TELEPHONE AND FAX................. 2,400 6,000 0.09 7,200 0.08 7,800 0.07
DEPRECIATION...................... 1,250 3,750 0.06 5,000 0.05 6,250 0.06
ADVERTISING & PROMOTION........... -- 7,500 0.11 7,500 0.08 7,500 0.07
SELLING, GEN & ADMIN.............. 6,000 18,000 0.27 24,000 0.28 30,000 0.26
TRAVEL............................ 2,500 1,800 0.03 2,100 0.02 2,400 0.02
MISCELLANEOUS..................... 1,000 3,600 0.05 4,200 0.04 4,800 0.04
------ ---------- ------ --------- ----- -------- ------
TOTAL OPERATING EXPENSES.......... 52,163 119,493 1.82 170,288 1.82 220,146 1.94
------ ---------- ------ --------- ----- -------- ------
INCOME FROM OPERATIONS............ (52,163) 321,617 4.91 444,028 4.74 523,019 4.62
INTEREST.......................... 1,781 9,500 0.15
------ ---------- ------ --------- ----- -------- ------
INCOME BEFORE INCOME TAXES........ (53,944) 321,117 4.77 444,028 4.74 523,019 4.62
======== ========== ====== ========= ===== ========= ======

EXHIBIT C

[AGREEMENT BETWEEN LANCER AND XXXX XXXXXX]

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1 EXHIBIT 10.26 PRODUCT DEVELOPMENT AND MARKETING AGREEMENT

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