MEMORANDUM OF UNDERSTANDING by jolinmilioncherie

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									                                           Memorandum of Understanding
                                                      Between
                          The Interstate Traveler Company and Eastern Michigan University
 1                    MEMORANDUM OF UNDERSTANDING
 2                                BETWEEN
 3                    THE INTERSTATE TRAVELER COMPANY
 4                    AND EASTERN MICHIGAN UNIVERSITY
 5
 6     This Memorandum of Understanding (the "Agreement") is made between Interstate
 7   Traveler Company (“ITC”), a Limited Liability Company, and Eastern Michigan University,
 8   ("University"), a public body corporate and institution of higher education for the purpose of
 9   establishing a cooperative effort in order to develop and commercialize The Interstate
10   Traveler Project, an Invention of Justin Eric Sutton, through a Coalition of Universities led by
11   Eastern Michigan University accommodating the 3rd Party Validation process.
12
13     ITC:
14     Admin POC:         Lark Samouelian Co-Founder / Chief Communications Officer
15          Interstate Traveler Company, LLC
16          9594 Main Street
17          Whitmore Lake, Mi 48189-9401
18     Legal POC:         Melvin M. Raznik
19          Melvin Raznik
20          3000 Town Center
21          Suite 1720
22          Southfield, MI. 48075
23     Technical POC: Justin Sutton, Founder / Chairman / Principle Inventor
24          Interstate Traveler Company, LLC
25          9594 Main Street
26          Whitmore Lake, Mi 48189-9401
27
28     University:
29     Admin POC:               Caryn Charter, Associate Director
30         Office of Research Development
31         Starkweather Hall, 2nd Floor
32         Ypsilanti, Michigan 48197
33     Legal POC:               Kenneth McKanders, General Counsel
34         Office of Legal Affairs
35         11 Welch Hall
36         Ypsilanti, Michigan 48197
37     Technical POC: Phil Cardon, Associate Professor / Principle Investigator
38         School of Technology Studies
39         122 Sill Hall
40         Ypsilanti, Michigan 48197

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                This Documents Contains Privileged, Proprietary and Confidential business information
                                              Memorandum of Understanding
                                                         Between
                             The Interstate Traveler Company and Eastern Michigan University

RECITALS ...............................................................................................................................................................3
Article1 - Definitions .............................................................................................................................................4
Article 2 - Cooperative Research .........................................................................................................................5
Article 3 - Reports ..................................................................................................................................................6
Article 4 - Financial Obligation ............................................................................................................................6
Article 5 - Title to Property ...................................................................................................................................7
Article 6 - Inventions and Patents .......................................................................................................................9
Article 7 - Data and Publication ......................................................................................................................... 10
Article 8 - Representations and Warranties ..................................................................................................... 11
Article 9 - Termination ........................................................................................................................................ 12
Article 10 – Dispute Resolution ......................................................................................................................... 12
Article 11 - Liability ............................................................................................................................................. 13
Article 12 - Miscellaneous ................................................................................................................................... 14
Article 13 - Duration of Agreement and Effective Date ................................................................................. 15
IN WITNESS WHEREOF .................................................................................................................................... 16
  For UNIVERSITY ............................................................................................................................................ 16
  For ITC: ............................................................................................................................................................. 16
  Official Witness ............................................................................................................................................... 17
Appendix A – Technology Description ............................................................................................................ 18
  Summary of Proprietary Information .......................................................................................................... 18
  Socio-Economic Impact Assumption ........................................................................................................... 19
  Revenue Sources ............................................................................................................................................. 21
  ITC Rail ............................................................................................................................................................. 22
  ITC Rail Switch ................................................................................................................................................ 23
  Central Support Conduit Cluster and Utility Substations ........................................................................ 24
  Connector Plate ............................................................................................................................................... 25
  ITC Rail and Connector Plate Interaction .................................................................................................... 26
  ITC Rail, Connector Plate and Stanchion Pole Interaction ........................................................................ 26
  ITC Slotted linear motor and magnetic levitation nacelle ......................................................................... 27
  ITC Rail Slotted Linear Motor Detail............................................................................................................ 28
  ITC Coil Density Plan ..................................................................................................................................... 29
  ITC Radius Study ............................................................................................................................................ 30
  ITC Transporter Suspension .......................................................................................................................... 31
  The G-Force Compensator ............................................................................................................................. 32
  ITC Rail Assembly Process ............................................................................................................................ 33
  ITC Rail Pile Driver Apparatus ..................................................................................................................... 34
  ITC Energy Cycle ............................................................................................................................................ 35
  ITC TCP/IP Control Systems ........................................................................................................................ 36
Appendix B – Statement of Work ...................................................................................................................... 39
  SOW - Statement of Work ............................................................................................................................ 39
  Time Line ......................................................................................................................................................... 39
  Project Team .................................................................................................................................................... 40
      Eastern Michigan University .................................................................................................................... 40
      ITC Board of Directors ............................................................................................................................... 41
      ITC Advisory Board ................................................................................................................................... 42
Appendix C – Reference Letters ........................................................................................................................ 50
  See Attached. ................................................................................................................................................... 50
Appendix D – Legislative Support .................................................................................................................... 50
  See Attached .................................................................................................................................................... 50
Appendix C - Interstate Traveler Nomenclature ............................................................................................. 51
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            This Documents Contains Privileged, Proprietary and Confidential business information
                                        Memorandum of Understanding
                                                   Between
                       The Interstate Traveler Company and Eastern Michigan University
 1

 2                                         RECITALS
 3      The program contemplated by this Agreement is of mutual interest and benefit to
 4   each party.
 5      ITC has invested substantial sums of its own private funds in and has performed
 6   substantial research and development with respect to the Interstate Traveler Project and
 7   possesses designs, methods, systems, and relationships describing and supporting the
 8   concept for a globally standardized infrastructure network, where said designs are
 9   more efficient and effective than others. Further, where said designs are supported by a
10   network of professionals capable of facilitating company startup and operation
11   internationally, the commercial opportunities from the implementation of the designs
12   and networks remain the property of the ITC where ITC retains all rights for any
13   subsequent development of the above under this contract or other contracts, as detailed
14   specifically in Appendix A – Technology Summary.
15      ITC is interested in the further development of its Technology and its application to
16   the Interstate Traveler Project by engaging the University in performing a skilled and
17   defensible 3rd Party Validation.
18      University is interested in seeing that the end-product of this Technology is utilized
19   by the private and public sectors for the public good.
20      ITC and University desire to jointly seek and secure external resources for further
21   development of the Technology.
22      UNIVERSITY possesses equipment, facilities, researchers, and unique capabilities,
23   which it will engage and employ toward the performance of this agreement according
24   to and limited by Appendix B – Statement of Work
25      The performance of such research and development is consistent, compatible and
26   beneficial to the business role of ITC as a private company, and to the academic role of
27   the University and central to its mission as an institution of higher education.
28      The University shall, in the light of its standing as an institution of higher education,
29   maintain a permanent repository of original records related to the creation,
30   development and commercialization of the Interstate Traveler and oversee the
31   duplication and distribution of such records to all libraries around the world.
32      ITC desires to pursue the development and commercialization of the Interstate
33   Traveler Project with the objective of developing a globally standardized, solar powered
34   multimodal self-sustaining infrastructure network for transportation, communication,
35   energy production, energy distribution and energy storage using the hydrogen energy
36   cycle associated with the electrical decomposition of water into hydrogen and oxygen
37   and subsequent recombination in the proton exchange membrane system or other
38   means, with regional, geographic and global real-time automation, maintenance, load
39   balancing and reconfigurability. Further, where this entire system facilitates massive
40   amounts of water reproduction via the electrical decomposition of water and the

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             This Documents Contains Privileged, Proprietary and Confidential business information
                                        Memorandum of Understanding
                                                   Between
                       The Interstate Traveler Company and Eastern Michigan University
 1   recombination of its raw elements to create newly minted water molecules that are
 2   pure.
 3     Finally, ITC, by this agreement will set forth a permanent endowment to fund a new
 4   academic chair of science and provide for the construction of permanent facilities and
 5   the purchase of equipment that will enable this new chair to organize and implement
 6   academic services to the general public as currently regulated by any laws that govern
 7   the University.

 8                                Article1 - Definitions
 9      As used in this AGREEMENT, the following terms shall have the following meanings
10   and such meanings should be equally applicable to both the singular and plural forms
11   of the terms defined:
12      1.1 "Agreement" means this Memorandum of Understanding between ITC and
13   Eastern Michigan University.
14      1.2 "Invention" means any invention or discovery which is or may be patentable
15   under Title 35 of the United States Code.
16      1.2.1 “Invented” means the conception of a patentable invention where the party or
17   parties who originally conceived the invention is or are deemed the Inventor.
18      1.2.2 “Inventor” means the party or parties who have invented an invention and have
19   first right of commercial value and control over the application and use of the
20   invention, unless affected by legal agreement or as described in Article 6 – Inventions
21   and Patents under the execution of this agreement.
22      1.3 "Made" in relation to any invention means the conception or first actual reduction
23   to practice of such invention, be it literally and/or figuratively, and defensibly original.
24      1.4 "Proprietary Information" means information that embodies trade secrets
25   developed at private expense, or information which is confidential business or financial
26   information about an invention provided such information:
27         (a) is not generally known or available from other sources without obligations
28      concerning its confidentiality;
29         (b) has not been made available by the owners to others without obligation
30      concerning its confidentiality; and
31         (c) is not already available to the Government without obligation concerning its
32      confidentiality.
33      1.5 "Subject Data" means all recorded information first produced in the performance
34   of this Agreement.
35      1.6 "Subject Invention" means any invention made in the performance of work under
36   this Agreement, not already described as Proprietary in Appendix A – Technology
37   Description
38      1.7 “Interstate Traveler Terminology” see Appendix C
39      1.8 “University Coalition” refers to a group of universities organized under the leader
40   ship of the University subject to the agreement for the purposes of enhancing or

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             This Documents Contains Privileged, Proprietary and Confidential business information
                                        Memorandum of Understanding
                                                   Between
                       The Interstate Traveler Company and Eastern Michigan University
 1   otherwise increasing and accelerating the abilities of the University to complete the
 2   tasks outlined in Appendix B – Scope of Work
 3
 4

 5                     Article 2 - Cooperative Research
 6      2.1 Statement of Work. Cooperative research performed under this Agreement shall
 7   be performed in accordance with the Statement of Work ("SOW") attached hereto as
 8   Appendix B. Each party agrees to participate in the cooperative research and to utilize
 9   such personnel, resources, facilities, equipment, skills, know-how, and information as it
10   considers necessary, consistent with its own policies, missions, requirements and levels
11   of available support.
12      2.2 Review of Work. Periodic conferences shall be held between ITC and
13   UNIVERSITY to review the progress of work. It is understood that reasonable efforts
14   will be used to conduct the research under this Agreement.
15      2.3 Principal Investigation. ITC agrees to assign ITC portion of the work to be
16   performed pursuant to the SOW. The work will be performed under the supervision of
17   Justin Sutton as Principle Inventor, who has the responsibility for the scientific and
18   technical conduct of this project at ITC and Phillip Cardon as Principal Investigator for
19   UNIVERSITY, who has the responsibility for the scientific and technical conduct of this
20   project at UNIVERSITY.
21      2.4 Scope Change. If at any time either Principle Inventor or Principal Investigator
22   determines that the research data dictate a substantial change in the direction of the
23   work, that party shall promptly notify the other party, in writing, outlining the
24   proposed change so that the other party can have due and timely notice of a proposed
25   change where upon receiving a written proposal for change, the parties shall make a
26   good faith effort to agree on any necessary change to the SOW within 60 days of either
27   party receiving said written proposal for change.
28      2.5 Project Team. To the extent that the conduct of sponsored research requires a
29   joint technical effort of UNIVERSITY and ITC, the parties agree to establish a joint
30   research and development team (The "Team") shall conduct cooperative research in
31   accordance with the SOW. Each party shall make available to the Team such resources,
32   facilities, equipment, skills, know-how and information as it considers necessary and
33   appropriate. Either party may propose changes to the SOW or to the scope and
34   direction of the effort which, if agreed to by the other party, shall first be made to the
35   Statement of Work, and then implemented by the Team. The Project team will be
36   comprised only of those individuals who are governed by this agreement under the
37   respective parties of this agreement AND by signing an 8 year non-disclosure and non-
38   compete agreement before they are accepted onto the Project Team
39      2.5.1 Project Team Members. ITC and University will list, in subordinate sections of
40   Appendix B – Statement of Work, all members, employees, advisors, associates,

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             This Documents Contains Privileged, Proprietary and Confidential business information
                                        Memorandum of Understanding
                                                   Between
                       The Interstate Traveler Company and Eastern Michigan University
 1   affiliates, assistants, contractors, researchers, partners and colleagues who will have
 2   access to privileged, proprietary and confidential business information and on-going
 3   communications directly related to the execution of this agreement, and hold each
 4   accountable to the provisions of this agreement.

 5                                  Article 3 - Reports
 6     Reviews and Reports: Periodic conferences shall be held by ITC and University to
 7   review work progress. Parties shall exchange formal written interim progress reports
 8   and final reports on a schedule as set forth in Appendix B “Statement of Work”.

 9                      Article 4 - Financial Obligation
10      4.1 ITC Salary and Travel: ITC shall provide support to ITC personnel in
11   performance of this Agreement.
12      4.2 UNIVERSITY Salary and Travel: UNIVERSITY shall provide support to
13   UNIVERSITY personnel in performance of this Agreement.
14      4.3 Financial Definitions
15           a) Labor: direct labor, burden, subcontractors
16           b) Building materials: all products used in a project
17           c) Other direct costs: rental equipment for specific jobs, small tools consumed on
18              specific jobs, and professional design and labor fees for a specific job
19           d) Gross profit (margin): Sales dollars, minus labor, minus building materials,
20              minus other direct costs
21           e) Net profit: Gross profit minus operating expenses (overhead)
22           f) Operating expenses (overhead): indirect construction costs plus sales and
23              marketing expenses plus general and administrative expenses
24           g) General and administrative expenses: Owner compensation, personnel
25              salaries payroll taxes and benefits, retirement, pension, profit sharing,
26              bonuses, general office expense, rent, utilities, computers, vehicles, liability,
27              property taxes, licenses and state and federal fees, and professional services
28      4.4 Endowment – ITC for the purposes of supporting the University as an institution
29   of higher learning shall herein put forth a permanent endowment consisting of 8% of
30   Net Profits, where said Endowment shall be used to create an interest bearing account
31   at a Federally insured financial institution where said interest will be used to fund a
32   new academic chair of science and provide for the construction of permanent facilities
33   and the purchase of equipment that will enable this new chair to organize and
34   implement academic services to the general public as currently regulated by any laws
35   that govern the University. Further, 8 % of the Endowment will be used to create an
36   additional Federally insured interest bearing account where said interest will given
37   away in the form of scholarships to pay for academic expenses at the University to be
38   issued at the Universities discretion. All payments to the University according to this

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             This Documents Contains Privileged, Proprietary and Confidential business information
                                        Memorandum of Understanding
                                                   Between
                       The Interstate Traveler Company and Eastern Michigan University
 1   endowment will be made annually, and paid on the February 22nd of each year from the
 2   previous year’s activities.
 3      4.5 University will contract with ITC to create a physical and virtual prototype of the
 4   ITC Rail and Transporter in the scale best deemed necessary to be constructed on a
 5   mobile platform capable of traveling over common roadways, where said prototype
 6   will demonstrate levitation, position control and suspension characteristics. The said
 7   prototype will be designed as close as possible to what would be the final design of an
 8   optimized system, and will be constructed in such manner as to allow the easy access of
 9   up to 12 individuals to board and rid the Transporter and observe a multimedia
10   presentation on all the benefits of the ITC Rail. University will supply the sum of
11   $3,000,000.00 for the construction of the prototype. ITC will complete the prototype
12   within a 12 month deadline from the date the funds are received from University. The
13   funds will be transferred according to the schedule outlined in Appendix B – Statement
14   of Work.
15      4.6 University will provide facilities to house offices for the ITC Project Team for a
16   minimum of two years located near or on University campus properties. Occupancy
17   will be made available as soon as possible. The extension of this provision will be
18   renegotiated after 24 months of occupancy.

19                          Article 5 - Title to Property
20      5.1 Equipment: All equipment developed or purchased by ITC under this Agreement
21   shall be the property of ITC. All equipment, developed or purchased by UNIVERSITY,
22   provided to ITC by UNIVERSITY, or developed or acquired by ITC with funds
23   supplied by UNIVERSITY under this Agreement, shall remain or vest in UNIVERSITY
24   with unlimited access, granted in perpetuity, to the ITC for its use in the future, also
25   that the ITC has full right to duplicate said equipment for its use in the future for both
26   commercial and non commercial interests. Co-developed equipment shall be owned by
27   ITC. Title to Equipment purchased with funds external to ITC or University as part of a
28   grant or contract shall be settled in accordance with the terms of the grant/contract
29   agreement.
30      5.1.1 Inventory Control: Anything that qualifies as “Equipment” in Section 5.1 with a
31   value of $100.00 or more will be immediately catalogued upon acquisition and will be
32   assigned a permanent serial number starting with the number 1. This serial number
33   system and all its data will be maintained in duplicate and held separately by both
34   parties. The University shall maintain responsibility to catalog all equipment and
35   supply copies of these records to the ITC. Both parties are independently responsible
36   to preserve and maintain said data.
37      5.2 Disposal of Toxic or Other Waste. The responsibility for proper disposal at
38   completion or termination of this Agreement of any equipment or materials that an
39   originating party transfers to the facilities of a receiving party and which constitute
40   hazardous, toxic or other waste shall remain with the originating party. Further, should

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             This Documents Contains Privileged, Proprietary and Confidential business information
                                        Memorandum of Understanding
                                                   Between
                       The Interstate Traveler Company and Eastern Michigan University
 1   dispute or failure to comply to this section arise, actions will be governed by Article 10 -
 2   ‘Dispute Resolution’ and Article 11 - ’Liability’ of this agreement
 3      5.3 Software.
 4      5.3.1 UNIVERSITY Employee Software. Title to any copyright in software written by
 5   UNIVERSITY employees in the course of the performance of this agreement shall be
 6   held by UNIVERSITY. UNIVERSITY agrees to grant to ITC an exclusive and unlimited
 7   license to use or have used, throughout the world by, or on behalf of ITC, the copyright
 8   covering said software.
 9      5.3.2 Joint Employee Software. Title to any copyright in software written jointly by
10   UNIVERSITY and ITC employees in the course of performance of this Agreement shall
11   be held by ITC. ITC agrees to grant to University a royalty free license to use or have
12   used, throughout the world by, or on behalf of University, for academic purposes only.
13      5.3.3 ITC Employee / Contractor Software. Software written by ITC employees or
14   contractors in the course of performance of this Agreement is considered to be the
15   property of ITC and/or the Contractor. ITC agrees to grant to UNIVERSITY a non-
16   exclusive royalty free license to use said software for academic purposes only. ITC,
17   however, places the following restrictions on use by UNIVERSITY of said software:
18         a. UNIVERSITY shall not copy said ITC employee software without the prior
19      written approval of the ITC Chairman or his designee;
20         b. UNIVERSITY shall not distribute, license or sublicense said ITC employee
21      software to third parties without the prior written approval of the ITC Chairman or
22      his designee; and
23         c. Upon written request, UNIVERSITY may obtain additional copies of said ITC
24      employee software.
25      5.3.4 Limited Scope. UNIVERSITY shall retain ownership in any software or
26   algorithms to which UNIVERSITY has title prior to this agreement.
27      5.4 Receipt of Exchange – All properties governed under this agreement must be
28   accounted for with a written and legally signed receipt of exchange which will claim
29   ownership, authorship, propriety and confidentiality of said property. The Receipt of
30   Exchange is only affective when signed by the Principle Inventor and Principle
31   Investigator and two witnesses. Both parties reserve the right to refuse acceptance of
32   property. Receipt of Exchange does not in any way imply an exchange in ownership,
33   only the acceptance of said property for the purposes of this agreement.
34      5.5 Title to Intellectual Property. The ITC maintains all rights to all intellectual
35   property associated with this agreement, as outlined in Appendix A ‘Technology
36   Description’ and for any additional knowledge, Subject Data or Subject Invention
37   developed under the execution of this agreement, and reserves the right to assign, or
38   sell it’s rights to said intellectual property, where sale or assignment does not conflict
39   with this agreement. Further, the ITC maintains the right to all commercialization of
40   the knowledge appertaining to this contract as described in Appendix A and as may be
41   developed under the execution of this agreement.
42

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             This Documents Contains Privileged, Proprietary and Confidential business information
                                        Memorandum of Understanding
                                                   Between
                       The Interstate Traveler Company and Eastern Michigan University
 1

 2                    Article 6 - Inventions and Patents
 3      6.1 Reporting. ITC shall promptly report to UNIVERSITY each Subject Invention
 4   developed under this agreement and UNIVERSITY shall promptly report to ITC each
 5   Subject Invention reported to UNIVERSITY developed under this agreement. Each
 6   Party is required to supply a written Receipt of Exchange for any Report submitted
 7   where all submissions of Reports are governed by this agreement.
 8      6.2 UNIVERSITY Employee Subject Inventions. UNIVERSITY agrees to timely file
 9   patent applications on such Subject Inventions invented by a University Employee at
10   the expense of University. ITC further agrees to grant to University a non-exclusive
11   royalty free license throughout the world for research purposes only. For each
12   University Employee Subject Invention, ITC shall pay all maintenance fees for said
13   patent. If ITC elects not to pay the maintenance fee, ITC must relinquish their exclusive
14   license rights in said patent and must give University reasonable notification so as to
15   permit University the option of paying said fee.
16      6.3 ITC Employee Inventions. ITC shall retain title to each Subject Invention made by
17   its employees. In the event that ITC retains title to said Subject Inventions, ITC agrees
18   to timely file patent applications thereon at its own expense. ITC agrees to grant to
19   UNIVERSITY a non-exclusive royalty free license for research purposes only.
20      6.4 Joint Employee Inventions. Title to Subject Invention Made jointly by
21   UNIVERSITY and ITC employees shall be jointly retained by ITC and University as in
22   Section 6.2 above.
23      6.5 Filing of Patent Applications. The party having the right to retain title and file
24   patent applications, in the USPTO or elsewhere, on a specific Subject Invention may
25   elect to file patent applications thereon and must do so within 60 days from the date it
26   reports the Subject Invention to the other party. In the event that the party having the
27   right to retain title and file patent applications fails to take action to submit the patent
28   application within 60 days from the date it reports the details of the Subject Invention
29   and of the intent to file a patent application, the other party may elect to file patent
30   applications on such Subject Invention on behalf of the other party.
31      6.6 Patent Expenses. The expenses attendant to the filing of patent applications as
32   specified in 6.5 above, shall be borne by the filing party. Each party shall provide the
33   other party with copies of the patent applications it files on any Subject Invention, along
34   with the power to inspect and make copies of all documents retained in the official
35   patent application files by the applicable patent office.
36      6.7 Maintenance Fees. The fees payable to the U.S. Patent and Trademark Office, or
37   other Patent Office, in order to maintain a patent's enforcement will be payable by the
38   ITC, at that party's option. If ITC elects not to pay the maintenance fee, ITC may
39   relinquish their exclusive license rights in said patent and must give University
40   reasonable notification so as to permit University the option of paying said fee.

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             This Documents Contains Privileged, Proprietary and Confidential business information
                                        Memorandum of Understanding
                                                   Between
                       The Interstate Traveler Company and Eastern Michigan University
 1     6.8 Exclusive License means 100% control the total interest of an Invention, which is
 2   exclusive of any royalties or endowments that may be associated with this agreement.
 3     6.8.1 Grants. University shall grant to ITC an exclusive license in each patent
 4   application, and patents issued thereon, covering a Subject Invention, which is filed by
 5   University.
 6

 7                      Article 7 - Data and Publication
 8      7.1 Right of Access. ITC and UNIVERSITY agree to exchange all Subject Data
 9   produced in the course of research under this Agreement, whether developed solely by
10   ITC, jointly, or solely by UNIVERSITY. The exchange of Subject Data is subject to the
11   provisions set forth in paragraph 7.2 below.
12      7.2 Proprietary Information. Both parties shall place a Proprietary Legend on each
13   Receipt of Exchange, as described on Article – 5 ‘Title to Property’, on all information
14   that it developed prior to or independent of this Agreement offered up as Subject Data
15   under this Agreement asserting to be propriety. The proprietary Legend shall explicitly
16   identify which information is Proprietary and which information is not Proprietary on
17   pages asserted to contain Proprietary information, and the legend shall be in the
18   following form " PROPRIETARY". Both parties agree that any such marked Proprietary
19   Information furnished under this Agreement, or in contemplation of this Agreement,
20   shall be used by the parties only for the purpose of carrying out this Agreement. Such
21   marked Proprietary Information shall not be disclosed, copied, reproduced or otherwise
22   made available outside of each organization without the consent of the party providing
23   the Proprietary information except as such information may be subject to disclosure
24   under the Freedom of Information Act. Both parties agree to use reasonable efforts to
25   protect from unauthorized disclosure said information designated and marked as
26   proprietary. Excluded from disclosure requirements hereunder is information that:
27         is already in the recipients party's possession at the time of disclosure;
28         is or later becomes part of the public domain through no fault of the recipient
29      party;
30         is received from a third party having no obligations of confidentiality to the
31      disclosing party;
32         is independently developed by the recipient party; or
33         is required by law to be disclosed.
34      7.3 Other Information.
35      7.3.1 No trade secrets or commercial or financial information that is privileged,
36   proprietary or confidential which is obtained either in the conduct of this agreement, or
37   as a result of activities under this Agreement shall be disclosed. Both Parties agree to
38   use best efforts to protect from unauthorized disclosure said information.
39      7.3.2 For a period of up to eight (8) years after development of information that
40   results from research and development activities conducted under this Agreement

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             This Documents Contains Privileged, Proprietary and Confidential business information
                                        Memorandum of Understanding
                                                   Between
                       The Interstate Traveler Company and Eastern Michigan University
 1   ("Subject Data") and that would be a trade secret or commercial or financial information
 2   that is privileged or confidential, if the information had been obtained from a non-
 3   Federal party participating in the MOU, both parties shall provide appropriate
 4   protection against the dissemination of such information.
 5      7.4 Release Restrictions. The parties shall have the right to use all Subject Data, except
 6   Proprietary Information, for any ITC or UNIVERSITY purpose where:
 7      a) University and/or ITC in reporting on the results of sponsored research may
 8   publish Subject Data in technical articles and other documents to the extent it
 9   determines to be appropriate, subject to the restrictions in paragraph 7.2, 7.4 and 7.5;
10   and
11      b) University and/or ITC may release such Subject Data where such release is
12   required pursuant to a request under the Freedom of Information Act (5 U.S.C. 552);
13   provided, however, that such data will not be released to the public if a patent
14   application is to be filed (35 U.S.C. Section 205) until the party having the right to file
15   has had a reasonable time to file. Neither party shall make any disclosure which may
16   adversely affect the other party's rights in such data, and will make all efforts possible
17   to notify the other party of intent release, or of legal demand to release and/or publish
18   with as much advanced notice as possible.
19      7.5 Publication. ITC and UNIVERSITY agree that both parties shall have the right to
20   publish Subject Data in either a report and/or in the open literature, with written
21   permission from the other party where a request to report/publish Subject Data is made
22   with a formal written request. Grounds for denial include the publication of Subject
23   Data that can be demonstrated to be harmful to the ITC or University by affecting
24   commercial values of Subject Data. Any publication in a report and/or the open
25   literature will be authored appropriately with the decision concerning the principal
26   author dependent upon the content of the proposed publication. Any publication(s) in a
27   report and/or open literature will require consultation of the parties prior to the
28   publication of Subject Data in order to jointly assure that no Proprietary Information is
29   released and that patent rights are not jeopardized. Prior to submitting for review a
30   manuscript that contains the Subject Data, or prior to publication if no such review is
31   made, each party shall be offered an ample opportunity to review such proposed
32   publication and to file patent applications in a timely manner, if it is so entitled under
33   this Agreement.

34            Article 8 - Representations and Warranties
35      8.1 Representations and Warranties of ITC. ITC hereby represents and warrants to
36   UNIVERSITY as follows:
37      8.1.1 Organization. ITC is a Limited Liability Company, whose substantial purpose is
38   to successfully commercialize and expand the Interstate Traveler Project, and retains the
39   right to legally re-organize into any legally accepted business structure recognized
40   today and in the future.

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                                                                 Page 11 of 53
             This Documents Contains Privileged, Proprietary and Confidential business information
                                        Memorandum of Understanding
                                                   Between
                       The Interstate Traveler Company and Eastern Michigan University
 1     8.1.2 Mission. The performance of the activities specified by this Agreement are
 2   consistent with the mission of ITC.
 3     8.1.3 Authority. Reviews and approvals required by regulations or law have been
 4   obtained by ITC prior to the execution of this Agreement. The ITC official executing this
 5   Agreement has the authority to do so.
 6     8.2 Representations and Warranties of UNIVERSITY. UNIVERSITY hereby represents
 7   and warrants to ITC as follows:
 8     8.2.1 Organization. UNIVERSITY, as of the date hereof, is a corporate entity, validly
 9   existing and in good standing under the laws of the State of Michigan.
10     8.2.2 Power and Authority. UNIVERSITY has the requisite power and authority to
11   enter into this Agreement and to perform according to the terms thereof.
12     8.2.3 Due Authorization. UNIVERSITY has taken all actions required to be taken by
13   law, its Articles of Incorporation, and its bylaws or otherwise, to authorize the execution
14   and delivery of this Agreement.

15                              Article 9 - Termination
16      9.1 Termination by Mutual Consent. UNIVERSITY and ITC may elect to terminate
17   this Agreement, or portions thereof, at any time by mutual consent. In such an event,
18   the parties shall specify the disposition of all property, patents, any other results of
19   work accomplished or in progress, performed under this Agreement when such
20   disposition is not otherwise specified in this Agreement. Upon a termination by mutual
21   consent, the parties shall not make any new commitments and shall, to the extent
22   feasible, cancel all outstanding commitments that relate to this Agreement or portions
23   thereof mutually terminated, by the termination date, or as soon thereafter as feasible.
24      9.2. Termination by Unilateral Action.
25      9.2.1 Written Notice. Either party may unilaterally terminate this entire Agreement at
26   any time by giving the other party written notice and a defensible cause for termination,
27   not less than 90 days prior to the desired termination date, where such defensible cause,
28   may at the discretion of the remaining party, be used to invoke Binding Arbitration as
29   in Section 10.1 to determine validity of cause.

30                      Article 10 – Dispute Resolution
31      10.1 Settlement. UNIVERSITY and ITC recognize that disputes arising under this
32   Agreement are best resolved at the local working level by the parties directly involved.
33   Both parties are encouraged to be imaginative in designing mechanisms and procedures
34   to resolve disputes at this level. Any dispute arising under this Agreement which is not
35   disposed of by agreement of the parties at the working level shall be submitted jointly
36   to a mutually acceptable mediator and location for mediation. If the parties are unable
37   to resolve the dispute in mediation, they shall proceed immediately to final and binding


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                                                                 Page 12 of 53
             This Documents Contains Privileged, Proprietary and Confidential business information
                                        Memorandum of Understanding
                                                   Between
                       The Interstate Traveler Company and Eastern Michigan University
 1   arbitration in accordance with the procedural rules of the American Arbitration
 2   Association.
 3      10.2 Continuation of Work. Pending the resolution of any dispute or claim pursuant
 4   to this Article, the parties agree that performance of all obligations shall be pursued
 5   diligently in accordance with the SOW as described in Appendix B.

 6                                Article 11 - Liability
 7      11.1 Property. ITC will be responsible for damage to any University owned property
 8   placed under the care custody and control of the ITC under this Agreement. University
 9   will be responsible for damage to any ITC owned property placed under the care
10   custody and control of the University under this Agreement.
11      11.2. Employees. ITC and University agree to indemnify and hold harmless each
12   other for any loss, claim, damage, or liability of any kind involving any employee of
13   either party arising in connection with this Agreement, except to the extent that such
14   loss, claim, damage or liability arises from the negligence of either or both parties.
15      11.3 No Warranty. Except as specifically stated in Article 8, ITC and UNIVERSITY
16   make no express or implied warranty as to any matter whatsoever, including the
17   conditions of the research or any invention or product or data exchanged, whether
18   tangible or intangible, without limitation, made, or developed under this Agreement, or
19   the ownership, merchantability, or fitness for a particular purpose of the research or any
20   invention or product. A clause to this effect shall be included in any reports generated
21   under this Agreement.
22      11.4 Force Majeure. Neither party shall be liable for any unforeseeable event beyond
23   its reasonable control not caused by the fault or negligence of such party, which causes
24   such party to be unable to perform its obligations under this Agreement and which it
25   has been unable to overcome by the exercise of due diligence, including, but not limited
26   to: flood, drought, earthquake, storm, fire, pestilence, lightning and other natural
27   catastrophes, epidemic, war, riot, civil disturbance or disobedience, strikes, labor
28   dispute, or failure, threat of failure, or sabotage of facilities, or any order or injunction
29   made by a court or public agency. In the event of the occurrence of such force majeure
30   event, the party unable to perform shall promptly notify the other party. It shall further
31   use its best efforts to resume performance as quickly as possible and shall suspend
32   performance only for such period of time as is necessary as a result of the force majeure
33   event. If a Force Majeure event occurs, both parties agree to make immediate
34   contractual amendments to this agreement, if required, to facilitate the continued effort
35   to complete the SOW outlined in Appendix B on time.
36      11.5 Indemnification.
37      ITC shall indemnify, defend and hold harmless Principal Investigator, Personnel,
38   University, their governing board, officers, agents and employees from any liability,
39   loss or damage they may suffer as the result of claims, demands, costs or judgments


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             This Documents Contains Privileged, Proprietary and Confidential business information
                                        Memorandum of Understanding
                                                   Between
                       The Interstate Traveler Company and Eastern Michigan University
 1   against them arising out of activities to be carried out pursuant to this Agreement
 2   and/or the marketing or sell of the resulting products.
 3     University shall indemnify, defend and hold harmless Principal Inventor, Personnel,
 4   LLC, their governing board, officers, agents and employees from any liability, loss or
 5   damage they may suffer as the result of claims, demands costs or judgments against
 6   them arising out of activities to be carried out pursuant to this Agreement and/or the
 7   marketing or sell of the resulting products.

 8                           Article 12 - Miscellaneous
 9      12.1 Governing Law. This Agreement shall be governed by the laws of the State of
10   Michigan.
11      12.2 Entire Agreement. This Agreement constitutes the entire agreement between the
12   parties concerning the subject matter hereof and supersedes any prior understanding or
13   written or oral agreement relative to said matter.
14      12.3 Headings. Titles and headings of the Sections and Subsections of this Agreement
15   are for the convenience of references only and do not form a part of this Agreement and
16   shall in no way affect the interpretation thereof.
17      12.4 Waivers. None of the provisions of this Agreement shall be considered waived
18   by any party hereto unless such waiver is given in writing to all other parties. The
19   failure of any party to insist upon strict performance of any of the terms and conditions
20   hereof, or failure or delay to exercise any rights provided herein or by law, shall not be
21   deemed a waiver of any rights of any party hereto.
22      12.5 Severability. The illegality or invalidity of any provisions of this Agreement shall
23   not impair, affect or invalidate the other provisions of this Agreement.
24      12.6 Amendments. If either party desires a modification in this Agreement, the
25   parties shall, upon reasonable notice of the proposed modification by the party desiring
26   the change, confer in good faith to determine the desirability of such modification. Such
27   modification shall not be effective until a written amendment is signed by all the parties
28   hereto by their representatives duly authorized to execute such amendment.
29      12.9 Assignment. Neither this Agreement nor any rights or obligations of any party
30   hereunder shall be assigned or otherwise transferred by either party without the prior
31   written consent of the other party except that UNIVERSITY may assign this Agreement
32   to the successors or assignees of the majority portion of ITC’s business interests to
33   which this Agreement directly pertains.
34      12.9 Notices. All notices pertaining to or required by this Agreement shall be in
35   writing and shall be signed by an authorized representative and shall be delivered by
36   hand or sent by certified mail, return receipt requested, with postage prepaid, or by
37   private overnight delivery service addressed as follows:
38
39     If to UNIVERSITY:
40

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             This Documents Contains Privileged, Proprietary and Confidential business information
                                        Memorandum of Understanding
                                                   Between
                       The Interstate Traveler Company and Eastern Michigan University
 1     Caryn Charter, Associate Director
 2     Eastern Michigan University
 3     Office of Research Development
 4     Starkweather Hall, 2nd Floor
 5     Ypsilanti, Michigan 48197
 6
 7     If to ITC:
 8
 9     Lark Samouelian Co-Founder / Chief Communications Officer
10     Interstate Traveler Company, LLC
11     9594 Main Street
12     Whitmore Lake, Mi 48189-9401
13
14     Any party may change such address by notice given to the other party in the manner
15   set forth above.
16     12.10 Independent Contractors. The relationship of the parties to this Agreement is
17   that of independent contractors and not as agents of each other or as joint ventures or
18   partners. Each party shall maintain sole and exclusive control over its personnel and
19   operations.
20     12.11 Use of Name or Endorsements.
21     Neither party shall use the name of the other party on any product or service which is
22   directly or indirectly related to either this Agreement or any patent license or
23   assignment agreement which implements this Agreement without the prior approval of
24   the other party.
25     By entering into this Agreement neither party directly or indirectly endorses any
26   product or service provided, or to be provided, by the other party, its successors,
27   assignees, or licensees. Neither party shall in any way imply that this Agreement is an
28   endorsement by the other party of any such product or service.
29

30       Article 13 - Duration of Agreement and Effective
31                             Date
32      13.1 Duration of Agreement. It is mutually recognized that the development program
33   cannot be rigidly defined in advance, and that the contemplated time periods for
34   completion of each phase are good faith guidelines, subject to adjustment by mutual
35   agreement, to fit circumstances as the development program proceeds, therefore this
36   agreement will last in perpetuity unless by mutual agreement the agreement is
37   amended or terminated according to the provisions of this agreement.
38      The provisions of Article 3 – Reports, Article 4 – Financial Obligations, Article 5 - Title
39   to Property, Article 6 - Inventions and Patents, Article 7 - Data and Publications, Article


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             This Documents Contains Privileged, Proprietary and Confidential business information
                                          Memorandum of Understanding
                                                     Between
                         The Interstate Traveler Company and Eastern Michigan University
 1   11.5 – Indemnification, and Article 12.11 - Use of Name or Endorsements shall survive
 2   the termination of this Agreement.
 3     13.2 Effective Date. The effective date of this Agreement shall be the latest date of
 4   execution below.
 5

 6                             IN WITNESS WHEREOF
 7     The parties have caused this AGREEMENT to be executed by their duly authorized
 8   representatives as follows:
 9
10            For UNIVERSITY
11     EMU Admin POC
12     Name __________________________________________
13     Title ___________________________________________
14
15     Signature___________________________________________ Date __________
16
17     EMU Legal POC
18     Name __________________________________________
19     Title ___________________________________________
20
21     Signature___________________________________________ Date __________
22
23     EMU Technical POC
24     Name __________________________________________
25     Title ___________________________________________
26
27     Signature___________________________________________ Date __________
28
29
30            For ITC:
31     ITC Admin POC
32     Name __________________________________________
33     Title ___________________________________________
34
35     Signature___________________________________________ Date __________
36
37     ITC Legal POC
38     Name __________________________________________
39     Title ___________________________________________

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             This Documents Contains Privileged, Proprietary and Confidential business information
                                     Memorandum of Understanding
                                                Between
                    The Interstate Traveler Company and Eastern Michigan University
 1
 2   Signature___________________________________________ Date __________
 3
 4   ITC Technical POC
 5   Name __________________________________________
 6   Title ___________________________________________
 7
 8   Signature___________________________________________ Date __________
 9
10         Official Witness
11   Name __________________________________________
12   Title ___________________________________________
13
14   Signature___________________________________________ Date __________
15
16
17   Name __________________________________________
18   Title ___________________________________________
19
20   Signature___________________________________________ Date __________
21
22
23   Name __________________________________________
24   Title ___________________________________________
25
26   Signature___________________________________________ Date __________
27
28
29




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                                                              Page 17 of 53
          This Documents Contains Privileged, Proprietary and Confidential business information
                                        Memorandum of Understanding
                                                   Between
                       The Interstate Traveler Company and Eastern Michigan University
 1

 2                Appendix A – Technology Description
 3            Summary of Proprietary Information
 4      Justin Sutton and The Interstate Traveler Company, LLC are engaged in the research,
 5   development, installation and maintenance of a public/private plug and play
 6   infrastructure which integrates an elevated magnetic levitation transportation system
 7   with municipal conduit, cable, and fiberoptics, and with a solar powered hydrogen
 8   production system of sufficient size and scope to self sustain and create a growing
 9   surplus of stored energy. This infrastructure network is designed to be controlled by a
10   simple TCP/IP styled electronic network operating system that will facilitate the
11   routing of multiple transit cars, record and control the gathering, dispensing and
12   movement of materials and energy in the conduit cluster and share data in real time to
13   enable a growing rail network of independent interconnecting rail networks where the
14   network operating system will furthermore provide direct addressability and control
15   for all valves, switches, meters, gauges, motors, monitors, cameras, kiosks, sensors,
16   relays, interfaces, lights, locks, actuators and electronic databases, where such an
17   operating system environment may allow for the real-time communication of
18   redundant independent computers and computer programs that host the proposed
19   operating system that will control all of the components used in the operation of the
20   Interstate Traveler Project et al, allowing for the seamless expansion and
21   reconfiguration the system in a “plug and play” fashion. Further, where such an
22   operating system will include failover backup systems, reasonable data archiving, and
23   the ability to compute, store and report values based on system activity that may be
24   used in ongoing performance analysis and general accounting. The system also hosts
25   the means to monitor and control the temperature of the structural steel of the rail to
26   mitigate expansion and icing.
27
28     The subsystems include but are not limited to the following:
     Nested Domain Communications System               Pipelines
     Fiberoptics                                       Electron Carrier (superconductor, etc)
     Maglev Linear Motor Transportation                User Interface (ITC / Public Internet Kiosk)
     Photovoltaics                                     Hydrogen and Oxygen Production
     Hydrogen and Oxygen Storage                       PEM fuel cells
     Water Reproduction / Purification                 Water Storage
     Water Distribution                                Sewerage Handling / High Intensity UV, etc
29
30




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                                                                 Page 18 of 53
             This Documents Contains Privileged, Proprietary and Confidential business information
                                        Memorandum of Understanding
                                                   Between
                       The Interstate Traveler Company and Eastern Michigan University
 1            Socio-Economic Impact Assumption
 2     The impact on regional and eventually global economies will be measured not only
 3   by the time saved by travelers and shippers, but by the availability of energy, high
 4   bandwidth communications, large Traveler Stations accommodating commercial and
 5   public areas, located at every entrance and exit to the Interstate Highway system will
 6   create an entirely new ecosystem wherein people will live, work and travel, for
 7   generations to come.
 8
 9     The creation and sustained use of this system has the potential of creating millions of
10   employment opportunities throughout the USA and worldwide. The population would
11   have the opportunity to move to better locations that fit personal resources for
12   employment. It will allow for environmentally friendly energy sources, including
13   readily available hydrogen for vehicles. It will allow people to access energy without
14   fears of brownouts or blackouts. The potable water produced through this system will
15   reduce the draining of our nation’s great lakes and rivers, and provide water in needed
16   areas threatened by droughts. It can reduce the need for fossil fuel and reduce world
17   tensions related to this issue. This system can make this world a better place for it’s
18   current and future residents.
19     .
20
21     The ability to get to where you need to go reliably and on time is essential to a
22   functional economy. Without it, nothing gets done on time, if at all.
23
24      According to the US Census, there are many things to consider, and perhaps all of the
25   following categories will benefit from the existences of a national ITC Rail grid.
26   Perhaps the most interesting to consider for the average citizen is the Mean Travel Time
27   to Work in the year 2000 of 25.5 minutes. If you consider the mean travel time of 25.5
28   minutes with average speeds as low as 40 miles/hour, the average person could only
29   live an average of 17 miles from work. The ITC Rail could easily expand the
30   Live/Work geographic envelope more than 5 times. In the same 25.5 minutes, the ITC
31   Rail would allow someone to travel more than 100 miles making it easy to get from city
32   to city and live almost anywhere within 100 miles of where you work, and this expands
33   opportunity for everyone..
         People QuickFacts                                                    USA
         Population, 2003 estimate                                            290,809,777
         Population, percent change, April 1, 2000 to July 1, 2003            3.30%
         Population, 2000                                                     281,421,906
         Population, percent change, 1990 to 2000                             13.10%
         Persons under 5 years old, percent, 2000                             6.80%
         Persons under 18 years old, percent, 2000                            25.70%
         Persons 65 years old and over, percent, 2000                         12.40%
         Female persons, percent, 2000                                        50.90%
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                                                                 Page 19 of 53
             This Documents Contains Privileged, Proprietary and Confidential business information
                                    Memorandum of Understanding
                                               Between
                   The Interstate Traveler Company and Eastern Michigan University
    White persons, percent, 2000 (a)                                             75.10%
    Black or African American persons, percent, 2000 (a)                         12.30%
    American Indian and Alaska Native persons, percent, 2000 (a)                 0.90%
    Asian persons, percent, 2000 (a)                                             3.60%
    Native Hawaiian and Other Pacific Islander, percent, 2000 (a)                0.10%
    Persons reporting some other race, percent, 2000 (a)                         5.50%
    Persons reporting two or more races, percent, 2000                           2.40%
    Persons of Hispanic or Latino origin, percent, 2000 (b)                      12.50%
    White persons, not of Hispanic/Latino origin, percent, 2000                  69.10%
    Living in same house in 1995 and 2000', pct age 5+, 2000                     54.10%
    Foreign born persons, percent, 2000                                          11.10%
    Language other than English spoken at home, pct age 5+, 2000                 17.90%
    High school graduates, percent of persons age 25+, 2000                      80.40%
    Bachelor's degree or higher, pct of persons age 25+, 2000                    24.40%
    Persons with a disability, age 5+, 2000                                      49,746,248
    Mean travel time to work (minutes), workers age 16+, 2000                    25.5
    Housing units, 2002                                                          119,302,132
    Homeownership rate, 2000                                                     66.20%
    Housing units in multi-unit structures, percent, 2000                        26.40%
    Median value of owner-occupied housing units, 2000                           $119,600
    Households, 2000                                                             105,480,101
    Persons per household, 2000                                                  2.59
    Median household income, 1999                                                $41,994
    Per capita money income, 1999                                                $21,587
    Persons below poverty, percent, 1999                                         12.40%
    Business QuickFacts                                                          USA
    Private nonfarm establishments with paid employees, 2001                     7,095,302
    Private nonfarm employment, 2001                                             115,061,184
    Private nonfarm employment, percent change 2000-2001                         0.90%
    Nonemployer establishments, 2000                                             16,529,955
    Manufacturers shipments, 1997 ($1000)                                        3,842,061,405
    Retail sales, 1997 ($1000)                                                   2,460,886,012
    Retail sales per capita, 1997                                                $9,190
    Minority-owned firms, percent of total, 1997                                 14.60%
    Women-owned firms, percent of total, 1997                                    26.00%
    Housing units authorized by building permits, 2002                           1,747,678
    Federal funds and grants, 2002 ($1000)                                       1,901,247,889
     Geography QuickFacts                                                        USA
    Land area, 2000 (square miles)                                               3,537,438
    Persons per square mile, 2000                                                79.6
1
2   Source: http://quickfacts.census.gov/qfd/states/00000.html
3
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         This Documents Contains Privileged, Proprietary and Confidential business information
                                        Memorandum of Understanding
                                                   Between
                       The Interstate Traveler Company and Eastern Michigan University
 1
 2            Revenue Sources
 3      The list of revenue generating deliverables include but are not limited to the
 4   following:
 5            1) Advertising
 6            2) Pipelines
 7            3) Transportation Private
 8            4) Transportation Commercial
 9            5) Environmental Sensor Network
10            6) Energy Production
11            7) Energy Storage
12            8) Energy Distribution
13            9) Energy Conversion
14            10) Communications (Fiber/wire/wireless)
15            11) Data Storage
16            12) Water Reproduction
17            13) Water Distribution
18            14) Sewerage Handling / Mitigation
19            15) Hydrogen / Oxygen production and storage
20            16) Electrolysis harvesting of Ocean Brine (Gases)
21            17) Electrophoreses harvesting of Ocean Brine (Minerals / Biologicals)
22            18) Commercial property leases in Traveler Stations
23            19) Technology Licenses and Hobby/Toy Marketing
24
25
26
27




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                                                                 Page 21 of 53
             This Documents Contains Privileged, Proprietary and Confidential business information
                                          Memorandum of Understanding
                                                     Between
                         The Interstate Traveler Company and Eastern Michigan University
 1            ITC Rail
 2      The Interstate Traveler Company Rail, or ITC Rail is a uniquely efficient box beam
 3   construction supporting an internal conduit system and two or more cylindrical rails
 4   held in place by support arms which act as a vehicle guideway. The center of the
 5   cylindrical rails each host a complimentary electromagnetic coil arrangements to
 6   support magnetic levitation and position control motors attached to the vehicles that
 7   ride the rail. The simplified geometry of the rail and box beam integration provides for
 8   the least amount of cost to build with the greatest structural strength and the least
 9   amount of surface area. The external surface areas are made such that no horizontal flat
10   surfaces are present which may collect debris, nor are there any niches, groves, slots or
11   openings for debris to collect. As a part of this design, the ITC lays claim to any
12   variation of this design in regard to the angular relationships of the planes and curves
13   in the box beam structure and supporting arms. The attached illustration demonstrates
14   88 degrees at the lower great angle, which when made more acute (where the distance
15   between the rail tubes is a constant) the central support becomes taller and wider
16   thereby increasing the surface area for solar panels and the volume of the central
17   support to increase the size of the conduit cluster. Each rail section includes built-in
18   electronics for monitoring and control of subsystems which may include machine vision
19   and environmental sensors to monitor the external environment of the Rail. Each rail
20   section is designed to facilitate the most efficient distribution of electrical power to
21   magnetic coils in the rail. The 11 inch gap between the top of the central support and
22   the bottom of the tubular rails provides the space for switch table glides that open and
23   close subnetworks.
24




25
26
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                                                                  Page 22 of 53
             This Documents Contains Privileged, Proprietary and Confidential business information
                                        Memorandum of Understanding
                                                   Between
                       The Interstate Traveler Company and Eastern Michigan University
 1            ITC Rail Switch
 2      The method of switching is based on a sliding table that will automatically line up
 3   rail pairs. As can be seen in the illustration below, this switch table shows three
 4   positions which can be described as follows:
 5      Position 0 = Mainline
 6      Position 1 = Subnet on the right
 7      Position 2 = Subnet on the left
 8      The subnet switch table is set just above the central support housing the conduit
 9   cluster. The switches are operated using TCP/IP protocol. The switch tables employ
10   sliding counterbalance to eliminate torque from rail pairs overhanging one side or the
11   other. Further, the proper counterbalance ensures the greatest efficiency in opening and
12   closing the switch. The switch table is made from simple magnetic bearing guideways
13   like giant drawer slides, that are mounted horizontally and perpendicular to the rail in
14   the 11 inch high plane above the central support and below the tubular rails. The
15   switch is optimized to open or close less than 3 seconds.




16
17
18




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             This Documents Contains Privileged, Proprietary and Confidential business information
                                        Memorandum of Understanding
                                                   Between
                       The Interstate Traveler Company and Eastern Michigan University
 1            Central Support Conduit Cluster and Utility Substations
 2      The Central Support of the ITC Rail is the structural box beam housing for the
 3   Conduit Cluster. The top of the Central Support provides the surface area for
 4   photovoltaics (PV). The top surface area is eight feet in width, therefore assuming 8
 5   square feet of PV per lineal foot of rail. Thusly, 5280*8=42,240sqft of PV per single mile
 6   of rail. However, all construction estimates assume the installation of parallel tracks to
 7   provide simultaneous two way travel, which yields 84,480sqft of PV per mile of ITC
 8   Rail installed. Based on 10 watts per square foot at peak time, each mile of rail will
 9   produce about 844,800 watts of electricity per hour at peak time. An installation that is
10   100 miles long would therefore produce about 84,480,000 watts per hour at peak time,
11   or roughly 84 megawatts per hour peak time. Essentially, a 100 mile long installation
12   supports slightly more than 8.4 million square feet of solar cells.
13      The Utility Substations are installed at regular intervals and provide for pumping
14   stations, pressure regulation, electrical conditioning and load balancing, electrolysis
15   production of hydrogen and oxygen, hydrogen fuel cells generating electricity and pure
16   water, storage for water, hydrogen and oxygen, fiber optic switches, wireless network
17   access points, satellite uplinks, environmental sensors, electrophoresis liquid waste
18   processing, high intensity ultraviolet radiation exposure to liquid waste to kill viruses
19   and bacteria, data redundancy computers and municipal taps for local access to
20   services.
21
22     For further light on the sanitizing properties of ultra-violet light, you may examine
23   the following source: http://hps.org/hpspublications/articles/uv.html
24




25
26
27

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             This Documents Contains Privileged, Proprietary and Confidential business information
                                        Memorandum of Understanding
                                                   Between
                       The Interstate Traveler Company and Eastern Michigan University
 1     Connector Plate
 2      The Connector Plate is used to connect sections of ITC Rail together into a rail
 3   segment and to facilitate a plug and play system allowing the immediate removal /
 4   replacement of any rail section or connector plate anywhere within a rail segment
 5   without disruption of services to the other rail sections unless the disconnection
 6   completely separates a rail segment from a utility substation. The Connector plate hosts
 7   a collection of cylindrical devices that fit inside of the conduit embedded in the conduit
 8   cluster, and when the rail conduit cluster and connector plates properly assembled, the
 9   cylinders will be inserted into the fore and aft conduit exactly 8 inches respectively.
10   Each cylinder is wrapped with a threaded sleeve that is used to compress an o-ring to
11   seal the assembly and provide flexibility. The Connector Plate supports each cylindrical
12   device providing the capability to move each device along its axis so that the connector
13   plate can displace each cylinder so as to free either fore or aft rail section so that it may
14   be lifted out and replaced. The action of sliding the cylindreical divice more than the
15   standard 8 inches into a conduit to free an adjacent section causes gases and fluids to be
16   pressed backward into the network to the nearest Utility Substation where suitable
17   fixtures are in place to compensate. This process is only applicable to fluids that are not
18   compressible. The Cylindrical devices are suggested to be 44 inches in length, where
19   the center 10 inches is supported in the thickness of the plate, and 17 inches protrude
20   both sides. The Cylindrical devices should also act as linear motors to enable position
21   control perpendicular to the plate. The Cylinder should be able to move enough in
22   either direction in order to facilitate the extraction of a rail section, considering the
23   requirement of one or both of the connector plates at either end of a rail section. The
24   Cylindrical Devices service fluid and vapor conduits as well as host fiber optic bridges,
25   fiber optic laser repeaters, and fusible links for the electrical distribution network.




26
27
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             This Documents Contains Privileged, Proprietary and Confidential business information
                                        Memorandum of Understanding
                                                   Between
                       The Interstate Traveler Company and Eastern Michigan University
 1            ITC Rail and Connector Plate Interaction
 2      The interaction of the Rail and Connector Plate are that of a cylinder and sleeve
 3   assembly that can be assembled and disassembled without disrupting the functionality
 4   of adjacent rail sections which remain attached to the network. The cylinder / sleeve
 5   assembly is designed to facilitate enough tolerance that two rails can be slid apart to
 6   free the one connector plate and/or two connector pates and be slid apart to free a
 7   section of rail. This is accomplished by the existence of a space between each rail
 8   section wherein a connector plate supporting an array of cylindrical devices is
 9   employed to bridge the conduit from section to section, and a 28 inch rail tube
10   connectors bridge the gap from rail tube to rail tube. The cylindrical devices are design
11   to provide movement of each rail section in either direction. As each section is installed
12   from stanchion pole to stanchion pole, the connector plate will be placed between each
13   section with the cylindrical devices inserted into the both rail sections exactly 8 of the 17
14   inches leaving an additional nine inches of travel for two rail sections to slide apart a
15   total of 17 inches travel from their combined movement to release a connector plate.
16
17            ITC Rail, Connector Plate and Stanchion Pole Interaction
18     The ITC Rail is designed to connect to the stanchion pole by resting in the flared V-
19   shaped capital of the stanchion pole, where pair of guide pins limits the movement of
20   the rail sections longitudinally by the length of the slot cut in the bottom two sides of
21   the central support. The Connector Plate is designed to float freely between the rail
22   sections. A cover plate is used to bridge over the space between the two rail sections to
23   cover the connector plate and servers to lock the two sections of rail together with large
24   machine screws. Some stanchion poles are made from the Central Support of the rail
25   without the support arms and rail tubes which serve to provide connecting conduits to
26   a Utility Substation, where these can be setup as direct T connections, or in parallel to
27   provide either one way or two way conduit between the rail and Utility Substation.
28
29
30
31




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             This Documents Contains Privileged, Proprietary and Confidential business information
                                        Memorandum of Understanding
                                                   Between
                       The Interstate Traveler Company and Eastern Michigan University
 1
 2            ITC Slotted linear motor and magnetic levitation nacelle
 3      The Interstate Traveler Company slotted linear motor nacelle is designed to provide
 4   an adjustable levitation gap and linear position control between the coils in the nacelle
 5   and the coils in the rail, where the nacelle wraps
 6   around the rail leaving room for the support arms that
 7   hold the rail above the conduit cluster. Each nacelle
 8   works independently of the other nacelles for the
 9   maintenance of levitation gap and position control, yet
10   are linked with the other nacelles via the G-Force
11   compensator which measures G-force by the
12   displacement of a pendulum, which displaces position
13   control sensors directly linked to the suspension
14   system. The G-Force Compensator provides automated
15   load balancing to optimize nacelle collaboration in the
16   positioning, acceleration, deceleration, emergency
17   breaking, neutral glide, of a ITC Transporter on the rail.
18      As the actual amount of energy required to maintain
19   a specified levitation gap, the maglev electronics automatically provide real-time load
20   values down to fractions of a pound. Essentially, the ITC Rail has a built in scale that is
21   highly accurate and measures in real-time.
22




23
24
25




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                                                                 Page 27 of 53
             This Documents Contains Privileged, Proprietary and Confidential business information
                                        Memorandum of Understanding
                                                   Between
                       The Interstate Traveler Company and Eastern Michigan University
 1            ITC Rail Slotted Linear Motor Detail
 2      The ITC Linear Motor Nacelle affords maximum field generation and control by
 3   increasing the density of solenoids per square foot of surface area employed for
 4   magnetic levitation and position control, i.e., the surface area of the tubular rails and the
 5   internal surface area of the linear motor nacelle. Each individual coil is individually
 6   controlled via IP address managed under a centralized addressing system such as the
 7   Internet DNS system. Each individual coil benefits from a unique identifier such as the
 8   MAC address layer in the Internet TCP/IP protocol. Each individual coil is energized
 9   by a rheostatic control enabling a polarity change by switching direction of current
10   through the coil and zero to max voltage, with enables the creation of complex magnetic
11   field interactions, further enabling the creation of a traveling wave of flux field intensity
12   that can be propagated longitudinally and circumferentially enabling levitation gap and
13   position control. Position control and levitation is enabled by the variation of flux field
14   intensity, and the motor can actually clamp down onto the rail by reversing the
15   appropriate group of coils. This “grabbing” ability of the motor is further capitalized
16   upon by the ITC Rail Plane articulated nacelles that open and close to enable the ITC
17   Rail Plane to take off and land from any location on the rail.




18
19
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             This Documents Contains Privileged, Proprietary and Confidential business information
                                 Memorandum of Understanding
                                            Between
                The Interstate Traveler Company and Eastern Michigan University
1
2      ITC Coil Density Plan




3
4




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      This Documents Contains Privileged, Proprietary and Confidential business information
                                     Memorandum of Understanding
                                                Between
                    The Interstate Traveler Company and Eastern Michigan University
1          ITC Radius Study
2   This example of the ability to operate on a 60’ turning radius or smaller.




3
4
5


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          This Documents Contains Privileged, Proprietary and Confidential business information
                                        Memorandum of Understanding
                                                   Between
                       The Interstate Traveler Company and Eastern Michigan University
 1            ITC Transporter Suspension
 2      The Interstate Traveler Company Transporter Suspension System is designed to
 3   provide roll, pitch and yaw attitude control to enable the optimization of vehicle
 4   aerodynamics to enable each transporter to benefit from the efficiencies gained by
 5   aerodynamic lift. The suspension system is comprised of at least two slotted linear
 6   motor nacelles, each connected to the ITC Transporters via a ball joint articulated
 7   suspension arm which exhibits a linear extension and contraction characteristic to
 8   change its length. The suspension arms are mounted in such a way that the ball joint
 9   acts as a universal fulcrum, and where the portion of the suspension arm that extends
10   beyond the ball-joint-fulcrum into the interior of the Transporter is mounted to three or
11   more linear position control devices that connect the end of the suspension arm to the
12   transporter which provides conical position control of the suspension arm. Each
13   suspension arm and nacelle being enabled to rotate axially independent of other
14   nacelles and suspension arms so as to provide the ability follow curves in the rail.




15
16



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             This Documents Contains Privileged, Proprietary and Confidential business information
                                        Memorandum of Understanding
                                                   Between
                       The Interstate Traveler Company and Eastern Michigan University
 1
 2            The G-Force Compensator
 3      The G-Force Compensator is a real-time attitude control system designed to instantly
 4   translate kinetic forces into adjustments in the suspension system. The mechanical
 5   characteristics of the G-Force Compensator are nearly identical to the suspension arms
 6   yet are ideally situated with four linear position control devices. As the vehicle
 7   accelerates, decelerates or banks, the g-forces that act upon the pendulum are directly
 8   translated into the ITC Transporter Suspension System to maximize passenger comfort.
 9   The employment of the G-Force Compensator essentially adjusts the transporter’s
10   suspension system so that the g-forces experienced during travel are as perpendicular
11   to the floor as possible, which may allow for the placement of everyday objects on a
12   table in an ITC Transporter, where the object on the table will not slide around during
13   the operation of the Transporter.
14




15
16
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                                                                 Page 32 of 53
             This Documents Contains Privileged, Proprietary and Confidential business information
                                       Memorandum of Understanding
                                                  Between
                      The Interstate Traveler Company and Eastern Michigan University
1            ITC Rail Assembly Process
2     The ITC Rail Installation Process employs specially designed equipment such as the
3   180 crane with counter balance to install stanchion poles, connector plates and rail
4   sections. Supply cars are created to suit the distribution of stanchions, pile driving
5   accessories, cutting and welding, concrete, rail sections, and connector plates, along
6   with a service basket attachment for skilled trades, inspections, etc.




7
8
9




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                                                                Page 33 of 53
            This Documents Contains Privileged, Proprietary and Confidential business information
                                       Memorandum of Understanding
                                                  Between
                      The Interstate Traveler Company and Eastern Michigan University
1            ITC Rail Pile Driver Apparatus
2
3     ITC Rail Pile Driver Apparatus employs 4000lb stackable pile caps to assist in the pile
4   driving process by increasing the static load of the pile being driven. Heavier pile caps
5   may be required to produce the desired effect.




6
7




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                                                                Page 34 of 53
            This Documents Contains Privileged, Proprietary and Confidential business information
                                       Memorandum of Understanding
                                                  Between
                      The Interstate Traveler Company and Eastern Michigan University
1     ITC Energy Cycle
2     Hydrogen Energy Cycle for the Interstate Traveler Project demonstrating the use of
3   renewable hydrogen energy driven by solar power to energize electrolysis for the
4   production of hydrogen and oxygen to power hydrogen fuel cells, (Proton Exchange
5   Membrane) or PEM.
6




7
8
9




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                                                                Page 35 of 53
            This Documents Contains Privileged, Proprietary and Confidential business information
                                        Memorandum of Understanding
                                                   Between
                       The Interstate Traveler Company and Eastern Michigan University
 1
 2            ITC TCP/IP Control Systems
 3      The ITC Rail will provide an International addressing system for all ITC Transports,
 4   with the ability to expand the addressing system into other modes of transit external to
 5   the ITC Rail network, herein referred to as the ITC Operating System.
 6      This document is entitled "TCP/IP Control System" to imply the architectural
 7   similarities between the ITC Operating System and TCP/IP. The ITC Operating System
 8   may or may not include dependency on existing TCP/IP code.
 9      A common term in the public transit industry is Automated Guideway Transit
10   (AGT). For the Interstate Traveler Project, our unique approach to AGT is designed to
11   serve an unlimited number of transit vehicles and containers.
12      Our method of accomplishing the creation of a national AGT system is to employ a
13   nested domain (Dendritic) addressing system running on a built in fiber optic network.
14      A "Domain" is a segment of a network perhaps best analogized with the branches of a
15   tree so that a single great oak tree may have one primary domain "Trunk" where each of
16   the main branches that grow up and out from the "Trunk" are unique individual "tree-
17   like" structures or "domains" subordinate to the main tree "Trunk" (primary domain).
18   This is a direct example of how the Internet is managed. For a more specific description
19   of Internet Domains, please take a look at the following links:
20      http://www.internic.net/faqs/authoritative-dns.html
21      http://www.ntia.doc.gov/ntiahome/domainname/domainname130.htm
22      The basic components for the ITC Operating System are:
23      1. A fiber optic network
24      2. Radio frequency communications
25      3. A dendritic ordinal addressing system, where said dendritic ordinal addressing
26   system serves routing, position control, sensor communications and component
27   communications/control.
28      The ITC Operating System will conform to the Organization for Standardization
29   (ISO) and the American National Standards Institute (ANSI) Object Identifier (OID)
30   standard to insure globally unique object identities for all ITC Operating System
31   functions and for all ITC Rail components. For a more specific description of OIDs
32   please take a look at the following links:
33      http://middleware.internet2.edu/docs/a-brief-guide-to-OIDs.pdf
34      http://www.iso.org/iso/en/CatalogueDetailPage.CatalogueDetail?CSNUMBER=25
35   774
36      Ideally the TCP/IP network that makes the Internet possible is an exceptional model
37   of a dynamic network with built in tools for monitoring traffic and routing packets of
38   data from one address to another over a truly global network which makes it possible to
39   have real-time interaction between computers anywhere in the world. A national
40   installation of the ITC Rail provides for a nationwide fiber optic network with real-time
41   access to sensors for data of all kinds from weather information to demand on services,
42   from remote control of critical components such as heat and light to the speed of each
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             This Documents Contains Privileged, Proprietary and Confidential business information
                                        Memorandum of Understanding
                                                   Between
                       The Interstate Traveler Company and Eastern Michigan University
 1   ITC Transport. Another analogy to a less complicated network system called x.10
 2   typical "Smart Home" technology available at your local home remodeling superstore.
 3   http://www.smarthome.com/
 4      Therefore, the comparison with TCP/IP technology with the ITC Operating System
 5   protocol is ideal for many reasons. For a typical definition of what TCP/IP is click here.
 6      Each ITC Transport will have its own unique address (object identifier) and each
 7   section of ITC Rail will have a unique object identifier that will provide position control
 8   and routing logic on the network and act as a gateway for each Transport. The great
 9   features of a nested domain system allows for a new IP Domain for each rail sub-
10   network. For instance, a shopping mall would have it's own "Domain" with a series of
11   address within that Domain allowing for individual addresses unique to the shopping
12   mall’s Domain.
13      A Domain can also be analogized to the "Area Code" used in telephone networks so it
14   becomes obvious that a telephone call with a 212 area code will be a call to New York
15   City.
16      All of the existing communication services, tools, monitoring and security programs
17   currently in use on the Internet for the regulation of communications of electronic data,
18   will have a directly analogous component on an ever expanding public network rail
19   system. From "Fire-walls" for private rail networks in commercial, residential and
20   military districts, to video telephone technology.
21      The Internet has proven the concept of constantly improving efficiency and speed in
22   completing processes and moving data using the TCP/IP communications protocol and
23   the ITC Operating System will use the same basic ideas to improve the efficiency of
24   public transit for the entire United States.
25      We intend to capitalize on the principle successes of the Internet and apply them to
26   the mass transit of people, and the raw goods of industry.
27      When ever an ITC Transport moves within a public, commercial or private rail
28   network Domain, the system knows the relative position and speed with the ability to
29   calculate a route to get from where it is to any place on the network based on security
30   authorization.
31      The entire ITC domain system will have master root controllers that monitor forests
32   of domains and sub-networks. These master root controllers will be protected in the
33   same manner as the Internet Root controllers are protected by the federal government.
34      Naturally each device on the system will have full access to outside network
35   resources as part of the service, but private networks can still exclude access from
36   outside.
37      As an example, the following table lays out the basic scheme for addressing for ITC
38   Rail Transports. As described above, each Transport will operate within network
39   domains allowing the routing logic to determine point of presences at all times which is
40   used to calculate a route to a destination domain such as a shopping mall or sports
41   arena. The following table demonstrates the simplicity of a substitution table that
42   represents the structure of determining location on the network with a numerical

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                                                                 Page 37 of 53
             This Documents Contains Privileged, Proprietary and Confidential business information
                                        Memorandum of Understanding
                                                   Between
                       The Interstate Traveler Company and Eastern Michigan University
 1   value. This numerical value much like TCP/IP represents a nested address system
 2   where the first ordinal (Country=124=USA) the second ordinal (State=48=California)
 3   the third ordinal (County=17=LA County) the fourth ordinal (City=6=LA) and the fifth
 4   ordinal (Traveler Station=35) provide a universally resolvable addressing system for the
 5   entire network. With the ability to automatically increase the number of ordinals
 6   beyond the 5th as demonstrated here yields the ability to easily manage a network of
 7   any size and complexity.
       Country.State.County.City.Station                       1st . 2nd . 3rd . 4th . 5th
       USA.California.LACounty.LosAngeles.TravelerStati
                                                               124.31.17.6.35
     on
       USA.Nevada.Clark.LasVegas.TravelerStation               124.36.14.2.14

 8      The following references are links at the Institute of Electrical and Electronics
 9   Engineers who are leading the field in Intelligent Transportation Systems as well as
10   links to the ITSA and others to help shed more light on the topic:
11      http://grouper.ieee.org/groups/scc32/ddmins4feb.html
12      http://grouper.ieee.org/groups/scc32/Attachments.html
13      http://www.itsa.org/
14      http://www.ewh.ieee.org/tc/its/trans.html WhitePaper?
15      http://www.rtnetworks.com/tcp.htm
16      http://web27.p15156948.pureserver.info/w2k/adswp.htm "Nested Domain"
17
18




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             This Documents Contains Privileged, Proprietary and Confidential business information
                                        Memorandum of Understanding
                                                   Between
                       The Interstate Traveler Company and Eastern Michigan University


 1                     Appendix B – Statement of Work
 2            SOW - Statement of Work
 3     The University will engage all means at its ready disposal to validate the technology
 4   proposed in Appendix A, to include but not limited to
 5
 6        1. Structural Engineering
 7        2. Electrical, Electronic and Electromagnetic Engineering
 8        3. Finite Element Analysis
 9        4. Computational Fluid Dynamics
10        5. Metallurgy
11        6. Advanced Math, Physics, and Chemistry
12        7. Database Design
13        8. Socio-Economic Impact Analysis
14        9. Environmental Impact Analysis
15        10. Solar-Electrolysis / H2O / Proton Exchange Membrane energy cycle
16        11. Electromagnetic linear propulsion and levitation
17        12. Socioeconomic impact of national transition from fossil fuel to hydrogen
18        13. TCP/IP styled addressing system for transit routing and component
19            communications
20        14. Security, Quality, Safety and ADA accommodation.
21        15. Mass production optimization
22        16. Affiliation with leading Scientific Standards Organizations i.e. ISO, NIST, NSF
23        17. Various additional material sciences
24
25     The University and ITC agree to collaborate and cooperate to achieve the goals
26   outlined in the following timeline, and to collaborate with other Universities within
27   their areas of expertise to enable specific ITC technology to be scientifically proven
28   through simultaneous study.
29
30
31            Time Line
32     30 Days-
33
34     60 Days-
35
36     90 Days -
37
38     120 Days -
39

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             This Documents Contains Privileged, Proprietary and Confidential business information
                                        Memorandum of Understanding
                                                   Between
                       The Interstate Traveler Company and Eastern Michigan University
 1     150 Days -
 2
 3     180 Days -
 4
 5     210 Days -
 6
 7     240 Days –
 8
 9     270 Days –
10     300 Days –
11
12     330 Days –
13
14     360 Days –
15
16
17
18            Project Team
19      The Project Team is comprised of the following individuals and companies as
20   affliated with either Eastern Michigan University or ITC.
21
22                   Eastern Michigan University

23
24      Freelance Star Photography
25      Adam C. Williams, Owner
26      1288 Edgebrook Drive
27      Howell, Michigan 48843-7252
28      Tel/Fax: (517) 552-9869
29      williamsa@ameritech.net
30       www.freelancestarphotography.com
31      Mr. Williams has been in business as a Corporate/Industrial Photographer since
32   1992, he has worked with Fortune 500 companies as well as newspapers, public
33   relations, television, marketing firms, and local companies.
34      Summer 2004, Mr. Williams will be receiving his Teaching Certification in Industrial
35   Technology Education, and has started his Masters of Science in Career, Technical and
36   Workforce Education from Eastern Michigan University.
37      Mr. Williams has also worked in vehicle, research and development with digital
38   photography, high-speed digital/film imaging, micro cameras, video data acquisition,
39   fiber optics, and digital calibration.
40


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             This Documents Contains Privileged, Proprietary and Confidential business information
                                      Memorandum of Understanding
                                                 Between
                     The Interstate Traveler Company and Eastern Michigan University
 1                 ITC Board of Directors

 2   CEO
 3   The Chief Executive Officer
 4   --- Richard R. Chrysler President and CEO
 5
 6   CFO
 7   The Chief Financial Officer
 8   --- Jim Harris
 9
10   CCO
11   The Chief Communications Officer
12   --- Lark L. Samouelian
13
14   CLO
15   The Chief Labor Officer
16   --- Gary M. Wellings
17
18   CTO
19   The Chief Technology Officer
20   --- Ted Nichols of Sun Microsystems.
21
22   COO
23   Chief Operations Officer
24   --- Jack Salo
25
26   CCH
27   Chief Company Historian
28   --- Vacant
29
30   CIO
31   Chief Information Officer
32   --- Vacant
33
34




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           This Documents Contains Privileged, Proprietary and Confidential business information
                                        Memorandum of Understanding
                                                   Between
                       The Interstate Traveler Company and Eastern Michigan University
 1                   ITC Advisory Board

 2     The Advisory Board is a family of business professionals from many diverse market
 3   places, each with years of experience. The Advisory Board brings value to the company
 4   uniquely and in compliment to the goals of the company.
 5
 6      If you have any questions, don't hesitate to call me or one of our advisors. Please
 7   allow for scheduling of returned calls. Conference calling is optional.
 8
 9     AEM, Inc.
10     Lee Bates, President
11     P.O. Box 903
12     Southfield, Mi. 48037
13     248-540-9500
14     www.AEMinc.com
15     AEM strives to be the Quality Supplier of Motion Control and Power Control and to
16   provide quality, reliable products at a fair price and in a timely manner to all customers.
17     We supervise installation, we inspect and follow up after installation and start up, we
18   are present during debug, and we work with maintenance personnel during repairs.
19   Products training and technical assistance are also provided upon request. Having
20   built AEM from the ground up, Lee Bates brings a wealth of knowledge and power.
21
22
23      Ann Arbor Transit Authority
24      Greg Cook, CEO/Executive Director
25      2700 South Industrial Highway
26      Ann Arbor, MI 48104
27      734-973-6500
28      www.TheRide.org               GCook@TheRide.org
29      It is the mission of the Ann Arbor Transportation Authority to contribute to the
30   management of mobility in Ann Arbor and the urbanized area by working to provide
31   options for efficient and reliable transportation. They are recognized for having one of
32   the most technologically advanced bus systems in the US, developed under the
33   leadership of Mr. Greg Cook.
34
35
36     Chas Arnold
37     10 Kent Ave.
38     Devonshire DV 04
39     Bermuda
40     Tel: 441-232-4287
41     Cell: 441-505-4287

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             This Documents Contains Privileged, Proprietary and Confidential business information
                                        Memorandum of Understanding
                                                   Between
                       The Interstate Traveler Company and Eastern Michigan University
 1      Fax: 441-292-0686
 2      Email: chasa@ibl.bm
 3             chasarnold@tataclassical.com
 4      Chas Arnold’s diverse background includes experience in event planning, music
 5   instruction and non-profit management. He currently resides in Bermuda where he
 6   teaches violin and is President of a non-profit music organization. He graduated from
 7   the Colorado College with degrees in Biology and Music. He brings a number of
 8   international resources and contacts to the Interstate Traveler team.
 9
10
11
12      Danotek Motion Technologies, Inc.
13      Dan Gizaw, President / Founder
14      7879 Jackson Rd
15      Ann Arbor, MI 48103
16      734-426-5976
17      www.DanotekMotion.com
18      Advanced-technology engineering and manufacturing firm, designing and
19   producing motors, drives, actuators. Brushless motors and power controls are our
20   specialty. Fractional to 10,000 HP: AC, DC, Brushless motors. Danotek employs state-
21   of-the-art design tools and industry experts with more than 100 patents and disclosures
22   in electromechanical devices and digital controls. Mark Hepburn is a successful
23   industry veteran with technology companies in startup phases.
24
25
26     Executive Leadership Recruiters, Inc
27     Chuck Meek
28     801 North Main Street
29     Wheaton, IL 60187
30     O: 630.784.9100 F: 630.784.9700
31     cmeek@executivelead.com www.executivelead.com
32     ELR is a retained executive search firm located in the Chicago area. They capitalize
33   on strong ties across a wide range of industries to attract and develop the management
34   team that will lead the Interstate Traveler Project domestically and internationally.
35   Chuck Meek is ELR's founder and president, and focuses his practice on Private Equity
36   Groups and their portfolio companies.
37
38
39     Forrest Meek
40     Retired Professor of English, Wuhan University, People's Republic of China
41     Professor of Geology & Astronomy Mid Michigan Community College


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             This Documents Contains Privileged, Proprietary and Confidential business information
                                        Memorandum of Understanding
                                                   Between
                       The Interstate Traveler Company and Eastern Michigan University
 1    Author of: ONE YEAR IN CHINA, MICHIGAN'S TIMBER BATTLEGROUND,
 2   MICHIGAN'S HEARTLAND
 3    co-Author of: MICHIGAN'S LOGGING RAILROADS
 4    Listed: WHO'S WHO IN THE WORLD - 1996            WHO'S WHO IN AMERICA - 2002
 5    President: Blue Water International Trading Co., Inc.
 6    Chairman of ITC Shanghai MAG-LEV, Inc.
 7
 8
 9     Neil Lehto, Esq. About Neil....
10     Neil J. Lehto
11     Attorney and Counselor at Law
12     4035 Iverness Lane
13     West Bloomfield, MI 48323
14     248-851-4276       nlehto@sbcglobal.net
15     Neil Lehto is nationally recognized in municipal and telecommunication law
16   specializing in pipelines and rights of way issues.
17
18
19      McDonald Communications
20      Educational Television Consulting
21      Sharon McDonald, President
22      25171 Appleton
23      Farmington Hills, Mi 48336
24      248-476-4315
25      Sharon McDonald has been recognized for her innovative use of media facilities to
26   support the education communities learning curve of technology. Sharon has been
27   successful in writing and securing grants and has received national recognition for
28   television programming. Sharon has many fruitful relations within municipal and
29   corporate environments which support our effort.
30
31
32     Arlene Oisten
33     Economic Analyst
34     12515 Hidden Vale Dr.
35     Perry, MI. 48872
36     517-675-7278
37     With a career that includes the Governor's Administration Board in the State of
38   Michigan, Arlene is a wealth of knowledge for contract management and regional
39   economic development. Arlen has recently received accolades from Gov. Engler for
40   distinguished service. Arlene also has many fruitful relations within municipal and
41   corporate environments which support our effort.
42

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             This Documents Contains Privileged, Proprietary and Confidential business information
                                        Memorandum of Understanding
                                                   Between
                       The Interstate Traveler Company and Eastern Michigan University
 1
 2     Chris O'Brien
 3     803 Jones Street
 4     Ann Arbor, MI 48105
 5     734 -997-9796
 6     Chris O’Brien’s background is rich in multimedia, including advertising, product
 7   marketing, researching, news reporting and photography. He brings to the ITC
 8   experience and a desire to develop the company’s market appeal, media exposure and
 9   consumer recognition through development of a company history and other strategies.
10
11
12     Phillips Consulting & Sales, LLC
13     Frank Phillips
14     11902 Larkins
15     Brighton, MI 48116
16     810-220-1706           fphilli1@mich.com
17     Mr. Phillips is an automotive manufacturing project manager experienced in multi-
18   million dollar new model introductions. He has demonstrated success with new model
19   launches meeting quality and cost targets with Ford Motor Company for over 28 years.
20   He has Managed projects on a global basis with extensive experience in India. His
21   company will share extended hands-on experience with project development from
22   design to production. His excellent communication and people skills required for team-
23   oriented projects will be an asset to our team.
24
25
26     Martin Ringhofer
27     Economic Development and Tourism
28     Port of Sun Lakes [Proposed]
29     PO Box 216
30     23 Dogwood South
31     Soap Lake, WA 98851
32     Martinringhofer@aol.com
33     With a career in supplier management and contracting, Martin has been active in
34   "grassroots" advocacy for economic development in Washington State. Martin has
35   worked to establish a Port of Sun Lakes in Grant County, WA., advocates for the
36   construction of a giant 65-foot lava lamp as a tourist attraction in his hometown Soap
37   Lake http://www.giantlavalamp.com/ and is advocating for the Seattle ITC and Moses
38   Lake ITC Loops, as well as the Washington Interstate Traveler.
39
40
41     M’hawk Productions and Promotions, LLC
42     Rochelle Montour Ballard, President

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             This Documents Contains Privileged, Proprietary and Confidential business information
                                        Memorandum of Understanding
                                                   Between
                       The Interstate Traveler Company and Eastern Michigan University
 1      Voice 313-268-5462
 2      rochelle@mhawk.biz
 3      Rochelle has 30 plus years coordinating volunteer programs from food co-ops to
 4   Scouting. M’hawk has produced training videos, cultural video programs, coordinated
 5   interfaith, traditional and conventional events on the state, national and international
 6   levels.
 7      Solar, passive solar and any alternate energy technologies creating non-polluting
 8   energy aligns with her traditional Native American beliefs. We are “Keepers of the
 9   Earth” and must be responsible to the next Seven Generations. This project will
10   underpin the self sufficiency" programs of our future.
11
12
13
14     Jack Salo
15     Automotive Consultant
16     41741 W. Village Green, Suite #105
17     Canton, MI 48187
18     734-260-8526
19     Retired Manager from Ford Motor Company (30+ yrs) and now implementing New
20   Product Training programs for FoMoCo as a consultant. He has been involved with
21   New Model Product Development Programs for the past 6 years. His expertise is in
22   manufacturing, production planning and facility renovation. He trained in ISO 9001,
23   OSHA and other Federal/State requirements for start up programs utilizing his 12
24   member "Launch Specialist" team to maintain time lines.
25
26
27     Samouelian Communications, Inc.
28     Corporate Development Consulting
29     Lark Samouelian, President
30     298 Harvard
31     Howell, Mi 48843
32     1-517-545-0466
33     www.SamCommInc.com                 larksamouelianj@comcast.net
34     With a career developing interactive networks, Lark specializes in solutions for
35   product and service development. Lark is working closely with the founder as Co-
36   Founder to provide national and international corporate resources for the ITC. Lark's
37   diverse understanding of technical applications through her multifaceted government
38   and corporate experience shall energize the international diplomatic scope of the
39   Interstate Traveler Project.
40
41
42     Gary Wellings

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                                        Memorandum of Understanding
                                                   Between
                       The Interstate Traveler Company and Eastern Michigan University
 1      Labor Relations Consultant
 2       985 West 7 Mile Road
 3      Whitmore Lake, MI. 49189
 4      1-313-300-6979
 5      Mr. Wellings has successfully executed leader positions in education programs
 6   related to social service agencies, and maintains a strong communications network with
 7   labor relations management teams in the mid west. Gary's communications and
 8   negotiation skills will be of great service to our organization as we reach out to Labor
 9   Unions around the country to help build the Interstate Traveler.
10
11
12     Pat Wierzbicki
13     Pat is our political advisor and liaison with Federal and State governments. She has
14   kept us current on the Congressional Bill developments and enabled meetings with
15   Legislators as result of her ongoing Political experience
16
17
18     Professor Frank and Professor Paula Jamison
19     Frank Jamison Ph.D - Professor Emeritus of Instructional Media WMU
20     Paula Jamison Ph.D - Assitant Professor Department of Occupational Therapy WMU
21     Kalamazoo Mi.
22     Frank.Jamison@WMICH.EDU
23     Paula.Jamison@WMICH.EDU
24     269-381-3010
25
26
27      CxO Resources, LLC
28      Merger & Acquisition, Accounting and Business Resource
29      Joseph Yassay - The Business Resource Group
30      34166 Bretton Drive
31      Livonia, MI. 48152
32      Cell: 248-807-0200
33      FAX: 248-477-0923
34      jyassay@twmi.rr.com
35      Joe has over 15 years of experience in the manufacturing and construction industries
36   predominately in the Executive Vice President \ Chief Financial Officer role. He has
37   over 8 years experience of successful Merger \ Acquisition and business start-up
38   experience. A founding member of the Business Resource Group (BRG) that provides
39   businesses with hands-on expertise and prides itself on delivering results in the areas of
40   ; M&A, capital resources, strategic and business operations, ISO certification, OSHA
41   compliance, full information technologies solutions, and innovations in advertising and
42   marketing communications.

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             This Documents Contains Privileged, Proprietary and Confidential business information
                                         Memorandum of Understanding
                                                    Between
                        The Interstate Traveler Company and Eastern Michigan University
 1
 2      Ross Witschonke
 3      Ross Witschonke recently retired as vice-president of marketing and sales from
 4   Ballard Power Systems, Inc., the largest maker of fuel cells for automotive and
 5   stationary power applications. He was President and CEO of Ecostar Electric Drive
 6   Systems, LLC, a joint venture with Ford, DaimlerChrysler, and Ballard prior to Ballard’s
 7   acquisition of the company in 2001.
 8
 9      Mr. Witschonke has been involved in numerous worldwide car and truck product
10   programs throughout a twenty-five year career at Ford Motor Company, including
11   assignments as Program Manager for the Ranger, Explorer and Taurus car lines, and as
12   Director of the Partnership for a New Generation of Vehicles, a government/industry
13   cooperative venture to develop high efficiency vehicles. He also spent five years in
14   Japan where he was Senior Managing Director of Product Development for Mazda
15   Motor Corporation.
16
17     Mr. Witschonke is a graduate of the United States Military Academy at West Point
18   and the University of Alabama. He holds a Bachelor's Degree in Engineering and a
19   Master's Degree in Administrative Science.
20
21
22     ZDR Engineering Excellence
23     Paul Zwirkoski, President
24     121 W North Street, Suite 8
25     Brighton, MI 48116
26     810-225-2810
27     www.ZDR.com
28     ZDR, Incorporated, a.k.a. ZDR, is an engineering design and development firm
29   whose strategy emphasizes technology leadership, proven experience, and
30   comprehensive engineering support. ZDR's goal to continuously and relentlessly strive
31   for engineering excellence assures success of this mission. Paul Zwirkoski is the
32   founder and chief engineer specializing in mechanical engineering and orthopedic
33   implant design. Paul's firm maintains engineering teams in Michigan and New York.
34     Further more to include:
35
36   H. Frank Sutton - Sr. Advisor Co-Founder
37   Adam Williams, Free Star Photography, Educational Advisor
38   Alan Samouelian - Comptroller C.H. Robinson American Backhaulers Division - Business Plan Team
39   Leader Notre Dame
40   Brian Petersburg DDS California, Nevada, Georgia RD
41   Bill Herbkersman House of Representative SC' RD
42   Greg G. Alford, Attorney At Law SC RD
43   James H. Harris - Maxwell Consulting CPA
44   Gordon Niles DDS - Arizona RD
45   Wm. McCulloch Jr. - USparge - California Nevada RD
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              This Documents Contains Privileged, Proprietary and Confidential business information
                                         Memorandum of Understanding
                                                    Between
                        The Interstate Traveler Company and Eastern Michigan University
 1   Dan Fraser - CPA
 2   John Stoker- Fiscal Officer of Detroit Port Authority
 3   Greg Hundersmarck Sr.- Corporate Real-estate - Texas RD
 4   Greg Hundersmarck Jr. Corporate Real-estate - Texas RD
 5   Ken Dallifior - Dentemax - Ohio RD
 6   Ed Cleland- Ohio RD
 7   Les Whitaker - Oklahoma RD
 8   Lorne Darnell- A 3 Integration California, Nevada, Georgia RD
 9   Jim Valenti - Midwest Consulting
10   Dimitris Papageorgiou - Process Engineering Expert
11   Ed Noyola - Start up Legislative Lobbyist for State of Michigan
12   Edward Ziang Xiong- Professor Texas A & M, China Physicst Advisor
13   Li Zhang- Professor Texas A & M Geologist Advisor
14   Ted Nichols - Senior Architect New Business for Sun MicroSystems ITC Chief Technology Officer
15   Victoria Livschitz - Sun MicroSystems Menlo Park CA, Executive Management, Technical Advisor
16   Melvin Raznick, Atty At Law, New York RD
17   Richard R. Chrysler - Entrepreneur, ITC President CEO, Florida RD
18




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                                 Memorandum of Understanding
                                            Between
                The Interstate Traveler Company and Eastern Michigan University


1                Appendix C – Reference Letters
2      See Attached.
3

4              Appendix D – Legislative Support
5      See Attached
6
7
8
9




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      This Documents Contains Privileged, Proprietary and Confidential business information
 1        Appendix C - Interstate Traveler Nomenclature
 2      ITC Rail refers to the entire system of systems that make up a functional installation
 3   of rail with necessary controls, conduits, substations, traveler stations, transports, et.al,
 4      Conduit Cluster refers to the central support rail that contains a structurally
 5   integrated cluster of conduits for a multitude of services such as the piping of fluids and
 6   gases, fiber optics, and electrical conductors, etc, where said Conduit Cluster is
 7   laminated with photovoltaic material for the daily collection of energy.
 8      ITC Rail Section refers to a premanufactured section of rail that is 60 feet long
 9   comprised of a Central Support housing a Conduit Cluster, which supports a pair of
10   cylindrical rails that house magnet packs that facilitate the linear motors of the ITC
11   Transporters.
12      ITC Rail Segment refers to any set of Sections connected to a Utility Substation
13      ITC Rail Connector Plate refers to the device used to connect each prefabricated ITC
14   Rail Section together, which also facilitates real-time flow control and flow monitoring
15   and acts to terminate flow from conduit in the event of physical damage to a rail section
16   before or after the Connector Plate.
17      Transporter refers to any of the various purpose built maglev vehicles that ride the
18   rail
19      Utility Substations refer to the utility management structures built every 5 miles
20   along the rail that provide housing for redundant computer control systems, energy
21   conversion devices, energy storage devices, and conduit taps for local municipal access.
22   Ideally, the Utility Substations will be built within the cloverleaf interchanges along the
23   highway right of way. A regular installation of ITC Utility Substations approximately
24   every 5 miles to create a redundant automatic fail-over control system which insures the
25   greatest reliability of the ITC Rail Conduit Cluster and Transporter system via load
26   balancing of energy systems, local conduit tap distribution systems, liquid and vapor
27   flow controls, and the redirection of the same where necessity may require.
28      Traveler Stations refer to those places where passengers will enter and exit the public
29   transit Transporters that ride the rail.
30      Linear Motor refers to the type of motor that provides electromagnetic position
31   control and/or levitation to facilitate the propulsion and suspension of all Transporters
32   on the rail.
33      Mag-Lev refers to a state of the art magnetic levitation system as it applies to the
34   Transporters and the suspension, propulsion and positioning systems thereof.
35      Magnet Packs refers to the electromagnetic devices that are built into the rails of the
36   ITC Rail to provide the radial counter forces necessary to provide levitation/propulsion
37   and position control working with the forces generated by the linear motors attached to
38   the Transporters.
39      Nacelle refers to the entire assembly of a slotted linear motor that wraps around the
40   rail, i.e. typical illustrations of the ITC Rail Transporters display four nacelles.

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 1      Electrolysis refers to the process of subjecting water to an electrical current which
 2   breaks water down into hydrogen and oxygen for use as required.
 3      Photovoltaic (Solar Array) refers to any type of material that absorbs light /
 4   electromagnetic energy, to create electrical pressure used to power electrically
 5   dependant systems.
 6      Proton Exchange Membrane (PEM) refers to the various types of materials and
 7   technologies that provide for the molecular recombination of Hydrogen and Oxygen
 8   molecules at a controlled rate where the combination allows for the employment of the
 9   electromotive force as the nuclei combine to form water.
10      Regional Director (RD) refers to any entity under contract with the ITC acting as the
11   single point of presence in a delineated region such as a State or Province or Tribal
12   Land, or Country, or block of the same, where said RD is entitled to commissions for
13   sales, ongoing revenue and a commission for successful acquisition of investment
14   capital.
15      Strategic Partner refers to companies under contract with the ITC to share business
16   critical information and to share in the development of all the systems requisite to the
17   construction of the ITC Rail who by demonstrating an initial investment of time,
18   services, and/or other tangibles position themselves as a primary dedicated supplier.
19      Energy Storage refers to the storage of electrical energy and/or potential energy in
20   the form of a battery which may include a multitude of storage methods such as metal
21   hydride materials, lithium ion, zinc/air, and others with a primary focus on the
22   environmentally perfect storage of energy in the form of a multitude of isolated
23   hydrogen and oxygen reserves where the recombination of those gases create a
24   measurable electrical potential via PEM recombination.
25      Virtual Prototyping refers to the common practice of engineering and testing
26   engineered data in a computational environment where known material performances
27   are input into a parametric database that permits a reasonably accurate computer model
28   closely approximating the physical properties of an actual physical model to be tested
29   under stress and forces generated by a computer, which in turn will provide a
30   reasonably accurate failure analysis as compared to an actual physical model. The
31   process is commonly referred to as Finite Element Analysis (FEA).
32      TCP/IP (Nested Domain Addressing System) refers to an addressing system that uses
33   mathematically derived numerical designations in ordinal layers similar to the
34   telephone system where the first ordinal set of numbers instruct the telephone switch
35   which area the call is intended for, the second ordinal set gives you a more definite
36   region within the area, and the forth ordinal connects you to the destination telephone
37   device. Also very accurately analogized with email systems of the Internet.
38      Optimized Autonomous Vehicle Control System refers to that part of the ITC Rail
39   that supplies computer coordinated vehicle position controls and switch activation to
40   permit an unlimited number of Transporters to use the ITC Rail system without
41   disruption of the forward motion of other Transporters on the rail, yet providing a
42   manual override for priority vehicles such as Emergency Transporters.

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1      Multi-Modal Transit refers to the ability of the ITC Rail to support an unlimited
2   number of uniquely built Transporters to service typical transit needs such as Passenger
3   and Freight, and automobile ferry services.
4      University Coalition refers to a group of universities organized under the leader ship
5   of the University subject to the agreement for the purposes of enhancing or otherwise
6   increasing and accelerate the abilities of the University.
7
8




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