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Juror Agreement Summary

Introduction

Following the issue of the Steorn Challenge in the Economist on the 18th August 2006, where Steorn invited members of the scientific/engineering community to carry out certain tests on its proprietary technology, Steorn sets out herein the scope and terms and conditions of the Juror's engagement for the purposes ofthe Steorn Challenge (the “Process”).

1. DEFINITIONS

1.1 For the purposes of this Agreement the following shall apply:-

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2. DUTIES

2.1 Subject to the terms of this Agreement Steorn engages the Juror to carry out the Services and provide the Deliverables in consideration for the Fee.

3. DURATION

3.1 This Agreement shall be deemed to have come into effect on the Start Date and shall terminate on the End Date. This Agreement may be extended on the same terms and conditions by written mutual agreement or may be terminated by either party on failure by the other party to remedy a material breach after being given 30 days notice to do so either party ceasing to trade or becoming insolvent.

4. CONSIDERATION

4.1 The Juror shall invoice Steorn for the Fee (together with any VAT due), in accordance with the Payment Terms. Payment shall be due in full within 30 days of the date of invoice. In the event that payment has not been received by the due date, the Juror may at its option suspend provision of the Services until payment is made in full.

Steorn shall additionally reimburse the Juror for all reasonable travelling and other out of pocket expenses properly incurred by the Juror in the performance of the Services to Steorn. In the Case of Part 1 this will be capped at €200 and [TBA] in the case of the Services in Part 2.

5. TERMS

5.1 Steorn shall make available all reasonable assistance, information and appropriate personnel to liaise with the Juror as the Juror may reasonably require.

5.2 Steorn shall advise the Juror of the individuals to whom Juror will report for the purposes of delivering the Services. Steorn and the Juror shall develop appropriate administrative procedures to apply to such individuals.

5.3 Anything herein to the contrary notwithstanding, the parties hereby acknowledge and agree that Steorn shall have no right to control the manner, means, or method by which the Juror performs the Services called for by this Agreement. Rather, Steorn shall be entitled only to direct the Juror with respect to the elements of Services to be performed by the Juror and assess the performance of such Services by the Juror for the limited purposes of assuring that such Services have been performed.

5.4 Upon termination of this Agreement for any reason, the Juror shall promptly return to Steorn all copies of any Steorn data, records, or materials of whatever nature or kind, including all materials incorporating Confidential Information as defined below. The Juror shall also furnish to the Company all work in progress or portions thereof, including all incomplete work.

5.5 If the Juror terminates this Agreement because of the breach of Steorn, the Juror shall be entitled to a pro rata payment for work in progress based on the percentage of work then completed. No such pro rata payment shall be made if Steorn terminates this Agreement because of the breach of the Juror.

5.6 As the Juror is not Steorn's employee, Steorn shall not take any action or provide the Juror with any benefits or commitments inconsistent with any of such undertakings by the Juror nor provide the Juror with any benefits other than the fees and reimbursement of out-of-pocket expenses provided under this Agreement. It is the Juror's sole obligation to report as income all compensation received from Steorn pursuant to this Agreement.

5.7 The Juror acknowledges that Steorn reserves the right to publish any of the reports produced by the Jury in respect of Part 2 of the Process.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 All right, title and interest, including, but not limited to, all copyrights, in and to all materials prepared by the Juror pursuant to the terms of this Agreement or otherwise for Steorn (“Work”) shall be the exclusive property of Steorn. All Work shall, to the extent possible, be considered works made by the Juror for hire for the benefit of Steorn. The Juror shall mark all Work with Steorn's copyright or other proprietary notices as directed by Steorn and shall take all actions deemed necessary by Steorn to perfect Steorn's rights therein. In the event that the Work can not constitute work made by the Juror for hire for the benefit of Steorn under applicable law, or in the event that the Juror should otherwise retain any rights to any Work, the Juror agrees to assign, and upon creation thereof automatically assigns, all rights, titles, and interests in and to such Work, including, but not limited to, copyrights pertaining thereto to Steorn, without further consideration. The Juror agrees to execute any documents of assignment or registration of copyright requested by Steorn respecting any and all Work.

6.2 The Juror will promptly disclose, assign and transfer to Steorn all of its right, title and interest, including, but not limited to, all copyrights or other intellectual property rights, to all inventions and discoveries and copyrightable subject matter, whether or not patentable or copyrightable, made, conceived or developed by the Juror which, (i) result from or relate to the Services, (ii) have been developed at the expense of Steorn or during hours of the Juror performing Services for Steorn; or (iii) result from the use of Steorn's equipment, facilities or materials. The Juror agrees to execute any documents of assignment or registration of such intellectual property rights requested by Steorn respecting any and all such inventions, discoveries and copyrightable subject matter.

All rights, titles and interests in and to any programs, systems, data, and materials furnished to the Juror by Steorn are and shall remain the property of Steorn.

Nothing in this Agreement shall constitute a license or any other rights in favour of the Juror with respect to the Confidential Information or any other proprietary information or rights of Steorn.

7. CONFIDENTIALITY

The Juror acknowledges that in order to perform the Services, it shall be necessary for Steorn to disclose to the Juror certain Confidential Information. The Juror further acknowledges that the Work will of necessity incorporate such Confidential Information. The Juror agrees that it shall not disclose, transfer, use, copy, or allow access to any such Confidential Information to any of its employees or to any third parties, except for those who have a need to know such Confidential Information in order to accomplish the requirements of this Agreement and who are bound by contractual obligations of confidentiality and limitation of use sufficient to give effect to this Section 7. In no event shall the Juror disclose any such Confidential Information to any competitors of Steorn.

The Juror acknowledges that all Confidential Information is and shall remain the property of Steorn, or any third party whose confidential information Steorn is under a legal obligation to protect, as applicable. All documents, records, and tangible things that embody or contain Steorn's Confidential Information are the Steorn's exclusive property. The Juror has access to them solely for performing the duties under this Agreement. The Juror shall protect the confidentiality of the information and shall return all Confidential Information and all copies, facsimiles and specimens thereof and any other tangible forms of Steorn's Confidential Information in the Juror's possession, custody or control to the Steorn as may be requested by Steorn at any time.

As used herein, the term "Confidential Information" shall mean that private, secret, or confidential information of Steorn, whether or not in writing, of whatever kind or nature disclosed to the Juror or known by the Juror, (whether or not invented, discovered or developed by the Juror) as a consequence of or through the performance of the duties under this Agreement, regardless of the form or media on which such information is disclosed or stored, some or all of which property may be protected by statute, common law, or contract, and including all information of any third party whose confidential information Steorn is under a legal obligation to protect. Such Confidential Information shall include information relating to the design, manufacture, application, know-how, research and development relating to Steorn's products and services, sources of supply and material, operating and other cost data, lists of present, past or prospective customers, customer proposals, price lists and data relating to pricing of the Steorn's products or services, any of which information is not generally known in the industry, and shall specifically include all information contained in manuals, memoranda, formulae, plans, drawings and designs, specifications, supply sources, and records of Steorn including without limitation that which is marked or otherwise identified by Steorn (or third party whose confidential information Steorn is under a legal obligation to protect) as Confidential Information. Confidential Information shall not include any information that (i) is generally known to the public, (ii) is independently developed by the Juror without access or reference to other Confidential Information, (iii) was lawfully obtained from a third party without any obligation of confidentiality, (iv) was known to the Juror prior to Steorn's engagement of the Juror pursuant to this Agreement, as can be shown by contemporaneous documentation, or (v) was later published or generally disclosed by Steorn.

The obligations set forth in this Section 7 as they pertain to Confidential Information shall survive termination of this Agreement and continue for so long as the relevant information remains Confidential Information.

For a period of three years from the date of termination of this Agreement, the Juror shall not disclose the nature of the effort undertaken for Steorn or the terms of this Agreement to any other person or entity, except as may be necessary to fulfil the Juror's obligations hereunder, save with the prior written consent of Steorn.

The Juror shall not at any time use Steorn's name or any Steorn trademark(s) or trade name(s) in any advertising or publicity without the prior written consent of Steorn.

During the period of this agreement and for a period of twelve months from the date of termination of this Agreement, the Juror will not, either on its own behalf or on behalf of any other person or entity (i) call upon, solicit, advise or otherwise do, or attempt to do business with suppliers and customers of Steorn contacted by the Juror on Steorn's behalf; or (ii) solicit, induce or encourage any director, officer, employee, agent, independent contractor or representative who is or who during any time within six (6) months prior to the termination of this Agreement was in the employ of Steorn to leave the employ of Steorn or violate their contracts with Steorn.

8. LIABILITY

8.1 No representation or warranty, express or implied, regarding the Services or the Deliverables is given and all such representations and warranties are excluded to the maximum extent permitted by law.

8.2 Nothing in this Agreement excludes or restricts liability for any fraudulent misrepresentation or death or personal injury caused by negligence.

8.3 Subject to Clause 8.2, in no circumstances will either party be liable to the other, nor shall Steorn, its employees or agents be liable to any party, for any loss of profits, revenue, goodwill, business opportunity or any indirect, consequential, financial or economic loss or damage, costs or expenses whether in contract, tort, negligence, breach of statutory duty or otherwise whatsoever or howsoever arising out of or in connection with this Agreement.

9. MISCELLANEOUS

9.1 The parties are and shall be independent contractors to one another, and nothing herein shall be deemed to cause this Agreement to create an agency, partnership, or joint venture between the parties. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Steorn and either the Juror or any employee or agent of the Juror.

9.2 The Agreement is enforceable only by the Juror and Steorn and Steorn's permitted successors and assigns.

9.3 This Agreement constitutes the entire agreement and undertaking of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral.

9.4 In the event that any court having jurisdiction shall determine that any covenant or other provision contained in this Agreement shall be unreasonable or unenforceable in any respect, then such covenant or other provision shall be deemed limited to the extent that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any covenant or provision wholly unenforceable, the remaining covenants and provisions of this Agreement shall nevertheless remain in full force and effect.

9.5 Steorn shall have the right to assign this Agreement to its successors and assigns, and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by said successors or assigns. The Juror shall not assign, transfer, or subcontract this Agreement or any of its obligations hereunder without the prior written consent of Steorn; provided, however, that the Juror may assign its right to receive payments hereunder to such third parties as the Juror may designate by written notice to the Company.

This Agreement shall be governed by the laws of Ireland and the parties hereby irrevocably submit to the exclusive jurisdiction of the Irish Courts. Any waiver or variation of the rights and obligations under this Agreement shall be in writing and signed by Steorn and the Juror only.

This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

The Juror acknowledges that the Juror has been afforded sufficient time to understand the terms and effects of this Agreement, and that the agreements and obligations herein are made voluntarily, knowingly and without duress, and that neither Steorn nor its agents or representatives have made any representations inconsistent with the provisions of this Agreement.