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                               AMENDMENT NO. 1 TO
                           EXCLUSIVE LICENSE AGREEMENT


This  Agreement  (the  "Agreement")  is  dated  for  reference  the  2nd  day of
September,  2002

BETWEEN:

          COOL CAN TECHNOLOGIES, INC.,
          ----------------------------
          a Minnesota corporation having an address at
          Suite 206, 4505 Las Virgenes Road
          Calabasas, CA   91302

          (the  "Licensor")

                                                            OF THE FIRST PART

AND:

          BALSAM VENTURES, INC.,
          ----------------------
          a Nevada corporation having an address at
          Suite 200, 810 Peace Portal Drive
          Blaine, Washington  98230

          (the  "Licensee")

                                                           OF THE SECOND PART

WHEREAS:

A.   The  parties entered into an exclusive license agreement dated June 5, 2002
     (the  "Exclusive  License  Agreement").

B.   Under  the  terms  of  the  Exclusive  License  Agreement  the Licensee was
     required  to  pay a license fee to the Licensor by September 3, 2002 and to
     meet  other  obligations  within  certain  time  frames as set out therein.

C.   The  Licensee  wishes  to  extend  the  deadlines  set out in the Exclusive
     License  Agreement.



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                                       -2-


NOW  THEREFORE  THIS  AGREEMENT  WITNESSES  that  in consideration of the mutual
covenants  and agreements contained herein, the parties hereto agree as follows:

1.     EXTENSION  OF  EXCLUSIVE  LICENSING  AGREEMENT

1.1     For  the  consideration  set  out in paragraph 2 hereof the Licensor has
agreed  to  the  following  amendments  to  the  Exclusive  License  Agreement:

     a.   Article  2.2(a)  is  amended  by  deleting  the  words  "90  days" and
          substituting  the  words  "180  days".

     b.   Article  3.1  is  amended  by  deleting  the  words  "24  months"  and
          substituting  the  words  "27  months".


2.     CONSIDERATION

2.1.     In  consideration  of  the  Licensor  agreeing  to  amend the Exclusive
License  Agreement as set out in paragraph 1 above, the Licensee agrees to issue
300,000  shares  (the  "Shares")  of  its  common  stock  to  the  Licensor.

2.2     The  Shares  to be issued pursuant to this agreement will be "restricted
shares",  as  contemplated  under  United States Securities Act of 1933, and the
certificates representing the Shares will be endorsed with the following legend:

          "THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN
          REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN
          ISSUED  IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS
          OF THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR
          OTHERWISE  TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE
          PROVISIONS  OF  THE  ACT  OR  ARE  EXEMPT  FROM  SUCH  REGISTRATION."

2.3.     The  Licensor represents that it has sufficient knowledge and access to
information  about  the  Licensee  in  order  to  permit  it to make an informed
decision  with  respect  to  the  acquisition  of  the  Shares.



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                                       -3-

3.     MISCELLANEOUS  PROVISIONS

3.1     Modification  And  Waiver.     No cancellation, modification, amendment,
        -------------------------
deletion, addition or other change in this Agreement or any provision hereof, or
waiver  of  any  right  or  remedy  hereby  provided, shall be effective for any
purpose  unless  specifically  set  forth  in writing, signed by the party to be
bound thereby.  No waiver of any right or remedy in respect of any occurrence or
event  on  one  occasion  shall  be  deemed  a waiver of such right or remedy in
respect  of  such  occurrence  or  event  on  any  other  occasion.

3.2     Governing Law.     This Agreement shall be construed in accordance with,
        -------------
and  governed  by,  the  laws  of  the  State  of  Nevada.

3.3     Headings.     The  headings  are  inserted  solely  for  convenience  of
        --------
reference  and  shall  not  be  deemed  to restrict or modify the meaning of the
Articles  to  which  they  pertain.

3.4     Entire  Agreement.     This  Agreement  constitutes the entire agreement
        -----------------
between  the  parties  with  respect  to  all  matters herein contained, and its
execution has not been induced by, nor do any of the parties hereto rely upon or
regard  as material, any representations or writings whatsoever not incorporated
herein  and made a part hereof.  This Agreement shall not be amended, altered or
qualified  except  by an instrument in writing, signed by all parties hereto and
any  amendments,  alterations or qualifications hereof shall not be binding upon
or  affect  the  rights  of  any party who has not given its consent in writing.

3.5     Interpretation.   The  division  of  this  Agreement  into  articles and
        --------------
sections  is  for  convenience  of  reference  only  and  shall  not  affect the
interpretation  or  construction  of  this  Agreement.

3.6     Severability.     In  the  event  that  any  of  the  covenants  herein
        ------------
contained  shall  be  held  unenforceable  or  declared  invalid  for any reason
whatsoever,  such  unenforceability  or  invalidity  shall  not  affect  the
enforceability  or  validity  of  the remaining provisions of this Agreement and
such  unenforceable  or invalid portion shall be severable from the remainder of
this  Agreement.

3.7     Force Majeure.   In the event of an inability or failure by any party by
        -------------
reason  of any fire, explosion, war, riot, strike, walk-out, labour controversy,
flood,  shortage  of water, power, labour transportation facilities or necessary
materials or supplies, default or power failure of carriers, breakdown in or the
loss of production or anticipated production from plant or equipment, act of God
or  public enemy, any law, act or order of any court, board, government or other
authority  of  competent jurisdiction, or any other direct cause (whether or not
of  the  same  character  as the foregoing) beyond the reasonable control of the
party,  then  the  party  shall not be liable to the other party and will not be
deemed to be in default during the period and to the extent of such inability or
failure.


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                                       -4-

3.8     Notices.    Any notice required or permitted to be given hereunder shall
        -------
be  in  writing  and  shall  be  effectively  given  if:

     (A)  Delivered  personally;

     (B)  Sent  by  prepaid  courier  service  or  mail;

     (C)  Sent  prepaid  by  telecopiers,  fax,  telex or other similar means of
          electronic  communication;  or

     (D)  Addressed  to  the  relevant Party at the address/fax number shown for
          that  Party  at  the  beginning  of  this  Agreement.

Any notice so given shall be deemed conclusively to have been given and received
when  so  personally  delivered  or,  if sent by telex, fax, telecopier or other
electronic  communication,  on  the first business day thereafter, or if sent by
mail on the third business day thereafter.  Any party may change any particulars
of its address/fax number for notice by notice to the others in the manner above
described.

3.9     Time  of  the  Essence.  Time shall be of the essence of this Agreement.
        ----------------------

3.10     Further  Assurances.    The  parties  agree  to  sign  such  other
         -------------------
instruments,  cause  such  meetings  to  be held, resolutions passed and by-laws
enacted,  exercise their vote and influence, do and perform and cause to be done
and  performed  such  further  and  other acts and things as may be necessary or
desirable  in  order  to  give  full  effect  to  this  Agreement.

3.11     Successors  and Assigns.   This Agreement shall enure to the benefit of
         -----------------------
and  be  binding  upon  the  parties  hereto and their respective successors and
permitted  assigns.

3.12   Relationship.   The  relationship  between  the Licensor and the Licensee
       ------------
is,  and  during  the  term  of  this  Agreement  shall  be  that of independent
contractors.  No  party  shall  be deemed a legal representative or agent of the
other  party  for  any purpose and shall have no right or authority to assume or
create  in writing or otherwise, any obligation of any kind, express or implied,
with  respect to any commitments, in the name of the other party or on behalf of
the  other party, unless given with the express written authority of such party.
Furthermore,  the  relationship  among  the  Licensor and the Licensee hereunder
shall  not  constitute  a  joint  venture,  general  partnership  or  similar
arrangement.


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                                       -5-

3.13     Counterparts.  This  agreement  may  be  executed  in  one  or  more
         ------------
counter-parts, each of which so executed shall constitute an original and all of
which  together  shall  constitute  one  and  the  same  agreement.


IN WITNESS WHEREOF the parties hereto have executed this Agreement and as of the
date  and  year  first  above  written.


COOL CAN TECHNOLOGIES, INC.             BALSAM VENTURES, INC.
by its authorized signatory             by its authorized signatory:

/s/ Bruce Leitch                        /s/ John Boschert
---------------------------------       ----------------------------------
Signature of Authorized Signatory       Signature of Authorized Signatory


Bruce Leitch                            John Boschert
---------------------------------       ----------------------------------
Name of Authorized Signatory            Name of Authorized Signatory


PRESIDENT                               PRESIDENT
---------------------------------       ----------------------------------
Position of Authorized Signatory        Position of Authorized Signatory