Agreement between PTSC, PDS and TPL (TPL Agreement) Exhibit 10.9

"D. PDS shall exert its immediate best efforts to enter into a new Agreement ("NewAg") with an entity selected by PTSC upon such terms as will provide for a seamless transition and continuation of the MMP ComProg ... "

"On July 11, 2012, the Company (PTSC) entered into a Licensing Program Services Agreement (the "Program Agreement") among Phoenix Digital Solutions, LLC ("PDS"), Alliacense Limited, LLC ("Alliacense"), Technology Properties Limited, LLC ("TPL"), and the Company and an Agreement (the "TPL Agreement") between TPL and the Company."

"On July 17, 2012, the Company entered into an Agreement among Phoenix Digital Solutions, LLC, Alliacense Limited, LLC, Technology Properties Limited, LLC, and the Company whereby the Company agreed to certain additional allocations of obligations relating to the Program Agreement."

So ... in exchange for us dropping our Fraud suit against TPL, Carl was made President of PDS, and PTSC was granted the freedom to select "an entity" (*note that no firm name was indicated, so consider "an" as "any") to move ahead with the Licensing Commercialization Program.

Not only did Carl, select Alliasence, but as far as I know, unlike the preceeding agreement between TPL and Alliasence, this Agreement apparently "entitles Alliacense to terminate it for cause and/or convenience, but contains no reciprocal entitlement for PDS".

I have two questions...

1. What alternative or competing firms did "PTSC" get written proposals from to commercialize the MMP before signing with DL's Alliasence again ? What other, if any, licensing firms did they in good faith get formal bids from ?

2. Not only is this a one sided Agreement with even higher % compensation to them than the previous one, we can't even terminate them "for cause" ...ie: delay, sub/non performance. WHY would PTSC (Carl) agree to a clause which explicitly gave such massive leverage to Alliasence over PDS, so as for them to be able to terminate the Agreement for "convenience" (!!!), the result of which could include threatening their terminating unless PDS moved forward with any licensing deal terms presented to Carl for his signature ???

Think a blackmail concern is far fetched ?

From Gloria's 2010 Sworn Declaration: ..."Meanwhile, Mr Leckrone has made threats to terminate the MMP licensing program if we did not provide him funding outside that required under the Commercialization Agreement.

So, Carl knew DL had threatened to blackmail us in the past, and yet he allowed this exclusive any reason termination by Alliasence ONLY clause to be included.

Who's working for whom ? It's PDS who owns the patent technology and is retaining Alliasence to provide services, YET .. it's we, PDS, who are the subservient party in the Agreement. Don't forget, it's Alliasence who was also allowed to own all the reverse engineering work product associated with the MMP, not PDS. So if they walk, they take with them everything we've paid them to do for the past 9 years.

We've allowed the Sword of Damocles to remain squarely over our outstretched necks.

How "convenient" ...