A
POWER TECHNOLOGY

     

    REGIONAL
MASTER

     

    LICENSE
AGREEMENT

     

      
        

      

    

     

    BETWEEN


     

    INFINITY
ENVIRONMENTAL GROUP LTD.

    (“INFINITY”)

    


    and


     

    CAPITAL
AWARD INC.

    (“THE
LICENSEE”)

    


    DATE    1st. AUGUST
2006


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    THIS AGREEMENT is made the 1st
day of August 2006

     

    
      	
              BETWEEN:

            	
              INFINITY
      ENVIRONMENTAL GROUP LTD

            


    

    of 34
Peartree Circuit, West Pennant Hills, NSW 2125 AUSTRALIA (“Infinity”) of the
first Part.


     

    
      	
              AND:

            	
              CAPITAL AWARD INC. of 19A, Jalan Wawasan
      Ampang 68000 SELANGOR, MALAYSIA
      (“The Licensee”) of the second
part.

            


    

     

    RECITALS

     

    
      
        	
              	
                A.

              	
                Infinity
      is the designed of “A Power” Aquaculture Technology Systems (APTS) and is
      entitled
      to use and license other users of the secrets, copyrights, processes,
      know-how or other
      intellectual property associated with
APTS.

              


      

    

    
      
        	
              	
                B.

              	
                Infinity
      has agreed to grant the Licensee an exclusive license to use and exploit
      the intellectual
      property for the project in the manner referred to in this
      Agreement.

              


      

    

     

    NOW
THE PARTIES AGREE as follows:

     

    
      	
            	
              1.

            	
              Interpretation

            


    

     

    
      	
            	
              (1) 

            	
              In
      this agreement the following definitions shall
  apply:

            


    

     

    A Power Technology and Systems (APTS) means the
re-circulation fish farm modules designed by Infinity, all components forming
the A Power Modules and the operation and management systems related to the A
Power Modules.

     

    A Power Module (APM) means an engineered water
treatment system for the growing of fish on a commercial scale particular of
which are set out in paragraph hereof.


     

    It
consists of “Grow-out tanks” and a “Treatment System” placed away from the
grow-out tanks and treats
the water in which the fish are to be grown.

    
    

    “The
Treatment System” is an integrated water treatment system containing the
following components; “Inlet screens, an Airlift pump to air lift un-dissolved
solid wastes, a Drum filter to remove the un-dissolved solid wastes, Aeration
diffusers, Bio-filtration Media to remove the dissolved wastes, Outlet screens,
A degassing system, An Ozone generator, An Ultra-violet Light dis-infection
System and An Oxygen generator. All components of the Treatment System are
designed and manufactured in accordance with Infinity’s designs, directions and
/ or specifications. The combination of these components assembled specially to
grow fish on a commercial scale is defined as the A Power
Module.


     

    A
standard unit of an A Power Module is designed to treat up to 120,000 litre of
water in which the fish will be grown and has the designed capacity of producing
up to 25 Metric tones of fish per year.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “Intellectual Property” includes but is limited
to the technology, copyright, processes, know-how, designs, and operations
manuals. Specifications of equipment and descriptions of operating principles
and technology or other like rights particulars of which are in Schedule
2.

     

    “Manufacture” includes construct, assemble,
produce or otherwise prepared for commercial use or
exploitation;


     

    “Processes” includes
technologies, products, devices, processes or techniques;


     

    “Product” means the products
and / or processes set forth as “Components” in Clause (1), which incorporate
the use of the Intellectual Property;


     

    “Project” means the
aquaculture development set forth in Schedule (4).


     

    “License Fee” means the fee
payable to Infinity by the Licensee for the license in Clause (5 ) as detailed
in Schedule (6), (7) and (9);


     

    “The Farm” means the
aquaculture farm or farms to be erected by the Licensee or by other developers
authorized or nominated by the Licensee, (hereinafter called the Authorized
Agents), in accordance with the plans and the Intellectual Property of
APTS.


     

    “The Plans” means the artistic
and / or engineered works created by Infinity including but not limited to the
plans, drawings and specifications designed specifically for the
project.


     

    “The Master License” means the
Licensee is the holder of a License for the region specified under the project,
and it will allow the Licensee to promote and to use the Intellectual Property
for the development of the farm and the project in the referred region governed
by the terms and conditions of this Agreement.


     

    
      	
            	
              (2)

            	
              Except for the
      purpose of identification, headings and underlining have been inserted in
      this Agreement for the purpose of guidance only and shall not be part of
      this Agreement.

            


    

     

    
      	
            	
              (3)

            	
              The
      Recitals and the Schedules shall form part of this
    Agreement.

            


    

     

    
      	
            	
              (4)

            	
              Commencement and
      Term

            


    

     

    This
Agreement shall commence on the Commencement Date and continue subject to rights
of termination at Clause ( 7 ) for the respective terms stipulated in
Schedules.


     

    
      	
            	
              (5)

            	
              License

            


    

     

    (5.1) In
consideration of the payment of the License fee to be paid by the Licensee to
Infinity in accordance with the Schedule (6), (7) and (9), Infinity grants to
the Licensee an Exclusive License to use within the Project for the term of this
Agreement with the right to sub-license the Intellectual Property as stipulated
in Clause (9) and Schedule (10).


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (5.2)  Infinity
will furnish the Intellectual Property to the Licensee for the purpose of
this
Agreement in the manner as stipulated in Schedule ( 3 )

     

    (5.3)  Where
Infinity has indicated to the Licensee that the whole or any part or parts of
the Intellectual Property comprises confidential material the Licensee will not
at any time during the term of this Agreement or after its termination or
expiration disclose such confidential material to any person or corporation
without first obtaining the consent of Infinity and the Licensee will take such
steps as may be necessary to ensure that any of its servants or agents do not
disclose such confidential material.

     

    (5.4)  The
Licensee acknowledges that copyright in the plans or any part of the plans is
and remains the property of Infinity and that the Plans must only be used or
dealt with by the Licensee as provided in this Agreement.

     

    (5.5)  The
Licensee must ensure that all copies of the Plans printed, published, made,
reproduced, or otherwise communicated to any person or corporation in the
construction of the Farm (including electronic material) by the Licensee bears
the symbol ( @ ) accompanied by the Infinity’s name and the year of the first
publication of the plans along with any other acknowledgement Infinity may
direct the Licensee to
include from time to time.


     

    (5.6) The
Licensee must ensure that the Plans are not subjected to any treatment,
which is
prejudicial to the honour or reputation of Infinity, or the author of the
Plans.


     

    
      	
              
              

            	
              (6) 

            	
              Obligation and warranties of
      the Parties

            


    

     

    (6.1)
Obligation of the Licensee


     

    (a) On
signature of this Agreement the Licensee will pay Infinity the fee as per
Schedule
( 7 and 9 ) as payment for the License. The total number of modules shall
not
exceed the number licensed.


     

    (a.1)
Every 3 months the Licensee must provide Infinity a schedule indicating the
number of Modules planned for construction in the following period of 12 months
for the project.


     

    (a.2) The
Licensee must notify and verify to Infinity at the start of construction of
each
module and at the start of operation of each module. 

    The
verification of the number of modules must be certified by
Infinity.


     

    (b) The
Licensee must:


     

    (b. 1)
promptly advise Infinity of any litigation or arbitration or treat of litigation
or arbitration, which may involve the Intellectual Property and / or the
Plans;


     

    (b.2) if
requested by Infinity, keep Infinity advised of the progress of any litigation
or arbitration involving the Intellectual Property or the Plans. In particular,
The Licensee must take into account and adhere to the view of Infinity in
relation to the conduct or settlement of any such litigation;


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (b.3) for
the purpose of this clause (b) the Licensee must provide to Infinity, at the
request of Infinity, copies of any documents or other material including legal
advice relating to such litigation or arbitration.


     

    (c) The
Licensee must not:


     

    (c.1)
hold itself out, engage in any conduct or make any representation, which may
suggest to any person that Infinity is for any purposes the agent of
Infinity;

     

    (c.2)
sell, offer to sell or license the plans to any other party, nor to disclose
them, other
than in accordance with this Agreement.

     

    (d) The
Licensee:

     

    (d.1)
shall for the purpose of the project provide its own team of engineers to design
and to draw up all engineering drawings and plans required to be submitted to
any relevant body to enable the Licensee or its authorized agents to gain
development consent of the farm and the project.


     

    (d.2)
agrees that the Plans, documents and drawings prepared and supplied by Infinity
are the property of Infinity whether the farm or the project for which they are
made for is built or developed or not, and on the completion of the erection of
the farm and the development of the project, return all the plans and all
drawings including any copies relating to the Plans supplied by Infinity to
Infinity and cease to make any use of the plans.


     

    (6.2) Warranties
of Infinity


     

    Infinity
hereby warrants to the Licensee that:

     

    
      	
              
              

            	
              (a)

            	
              the
      use of any or all of the Intellectual Property and the Plans according to
      the terms and conditions of this Agreement will not result in the
      infringement of proprietary rights of third
  parties:

            


    

    
      	
              
              

            	
              (b)

            	
              the
      plans and the Intellectual Property are original work designed by Infinity
      and Infinity is their sole proprietor and they do not infringe any
      existing copyright.

            


    

     

    (6.3)  Obligation
of Infinity

     

    
      	
              
              

            	
              (a)

            	
              Infinity
      must provide sufficient information as requested by the Licensee or its
      authorized agent for the purpose set out in Clause
  (d.l)

            


    

    
      	
              
              

            	
              (b)

            	
              Infinity
      must supply to the Licensee two copies of the Plans for the purpose set
      out in Clause (5).

            


    

    
      	
              
              

            	
              (c)

            	
              Infinity
      allows for the plans to be submitted to any relevant body for purpose set
      out in Clause (d.l).

            


    

    
      	
              
              

            	
              (d)

            	
              Infinity
      agrees that there is nothing in the Agreement requiring the Licensee or
      its authorized agent to follow the Plans or to prevent the Licensee or its
      authorized agent departing from the Plans in such manner as it thinks fit
      or to satisfy development requirements by the appropriate development
      body.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              
              

            	
              (7)

            	
              Termination

            


    

     

    (7.1)  This
Agreement may be terminated forthwith by Infinity by written notice to the
Licensee if the Licensee commits any breach of any provision of this Agreement
and has failed to remedy such breach within thirty (30) days of receipt of
written notice requiring it to be remedied.

     

    (7.2)  Infinity
may by notice in writing terminate this Agreement if an insolvency event
occurs:


     

    
      	
               
      

            	
              (a)

            	
              the
      making or filing of an application to wind up the Licensee (otherwise than
      for the purpose of reconstruction or amalgamation) under any law or
      government regulation relating to bankruptcy or
  insolvency;

            


    

    
      	
               
      

            	
              (b)

            	
              the
      appointment of a receiver for all or substantially all of the assets of
      the Licensee;

            


    

    
      	
               
      

            	
              (c)

            	
              the
      making by the Licensee of any assignment or attempted assignment for the
      benefit of its creditors;

            


    

    
      	
               
      

            	
              (d)

            	
              the
      institution by the Licensee of any proceedings for the liquidation or
      winding up of its business.

            


    

     

    
      	
              
              

            	
              (8) 

            	
              Consequences of
      Termination

            


    

     

    In the
event of termination, all rights of The Licensee granted under this Agreement
terminates immediately and the Licensee must immediately cease to use in any
manner whatsoever the Intellectual Property and the Plans and the Licensee shall
deliver to Infinity all the Plans (including all copies) in its possession and
will do such further things as may be reasonably required by Infinity to protect
its right, title and interest in the Intellectual Property and the Plans PROVIDED THAT in the event of
termination Infinity retains its right to continue the supply of the
Intellectual Property and the Plans until the completion of any contracts
already entered into by Infinity.


     

    
      	
              
              

            	
              (9)

            	
              Assignment

            


    

     

    The
Licensee shall assign all or any of its rights in this Agreement with the
consent of Infinity.


     

    
      	
              
              

            	
              (10) 

            	
              Applicable
      Law

            


    

     

    This
Agreement shall be read and construed according to the Law of the State of New
South Wales, Australia and the parties submit to the jurisdiction of that
State.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              
              

            	
              (11)

            	
              Goods
      and Services Tax

            


    

     

    The
parties acknowledge and agree that Good and Services Tax shall not be applicable
to this Agreement as the License shall be applied oversea and is therefore
exempted from the payment of any Good and Services as if it will be applied in
Australia.


     

    
      	
              
              

            	
              (12) 

            	
              Amendments

            


    

     

    This
Agreement shall not be varied except in writing signed by both the
parties.


     

    
      	
              
              

            	
              (13) 

            	
              Severability

            


    

     

    If any
provision of this Agreement is held by a court to be unlawful, invalid,
unenforceable or in conflict with any rule of Law, Statute, Ordinance or
Regulation it is to be severed so that the validity and enforceability of the
remaining provisions shall not be affected.


     

    
      	
              
              

            	
              (14) 

            	
              Further
      Agreements

            


    

     

    Each
Party shall do all such acts and execute all such documents as necessary to give
effect to this Agreement.


     

    
      	
              
              

            	
              (15) 

            	
              Notices

            


    

     

    All
notices shall be in writing and shall be given by any one of the following
means:


     

    (15.a) by
delivering to the Address of the party on a business day during normal business
hours. A notice shall be deemed to be given and received on the next business
day after the day of delivery to the place of delivery.

    (15.b) by
sending it to the address of the party by pre-paid airmail post. A notice shall
be deemed to be given and received five (5) clear business days after the day of
posting to the place of delivery.

    (15.c) by
sending it by email or facsimile transmission to the email address or facsimile
of the party. A notice shall be deemed to be given and received on the next
business day after transmission to the place of delivery.

    (15.d)
The address, email address and facsimile numbers referred to in this clause in
the absence of notices to the contrary shall be


     

    
      
        
          	
                  For
      Infinity

                	 
      	 
      
	
                  Address

                	 
      	
                  P.O.
      Box 2381, Carlingford Court, Carlingford, NSW 2118,
    Australia

                
	
                  Email
      Address

                	 
      	
                  headoff@apoweragro.com
      or gvadvisor@gmail.com

                
	
                  Fax.
      number

                	 
      	
                  612-98725602

                
	 
      	 
      	 
      
	
                  For
      the Licensee

                	 
      	 
      
	
                  Address

                	 
      	
                  No.
      19A, Jalan Wawasan Ampang, 2/8, Bandar Baru Ampang, 68000 Selangor,
      Malaysia

                
	
                  Fax.
      Number

                	 
      	
                  603-56367043

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            	
                                                                    EXECUTED as an
      Agreement.

                                                                  	 
      	 
      
	 
      	 
      	 
      
	
                                                                    SIGNED
      SEALED AND

                                                                  	 
      	 
      
	 
      	 
      	 
      
	
                                                                    DELIVERED by a director of

                                                                    INFINITY
      ENVIRONMENTAL GROUP LTD.

                                                                  	 
      	 
      
	 
      	 
      	

                                                                    
  
	
                                                                    For and behalf of

                                                                  	 
      
	
                                                                    Infinity
      Environmental Group Ltd

                                                                  	 
      
	

                                                                    /s/
      ILLEGIBLE 

                                                                  	 
	

                                                                    Authorized
      Signature

                                                                  	 
	
                                                                    

                                                                      Authorized
      representative of

                                                                      
                                                                        Infinity
      Environmental Group Ltd.

                                                                      

                                                                    

                                                                  	 
      
	
                                                                    SIGNED
      SEALED AND

                                                                  	 
      	 
      
	 	 	 
	
                                                                    DELIVERED by a director
of

                                                                  	 
      	 
      
	
                                                                    CAPITAL
      AWARD INC

                                                                  	 
      	 
      
	
                                                                     

                                                                    

                                                                     

                                                                  	 
      	
                                                                    For
      and on behalf of

                                                                    CAPITAL
      AWARD INC.

                                                                  
	

                                                                    Authorized
      representative of

                                                                    Capital
      Award Inc.

                                                                  	 	      
                                                                    /s/
      Lee Solomon Yip Kun

                                                                  
	 
      	 
      	
                                                                    Authorized
      Signature(s)

                                                                  


                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULES

    


    
      
        
          	
                  1

                	
                  The
      Licensee

                	
                  Capital Award Inc.
      

                  Address:
      No. 19A, Jalan Wawasan Ampang 2/8, Bandar Baru

                  Ampang,
      68000, Selangor Malaysia

                
	 
      	 
      	 
      	 
      	 
      
	
                  2

                	
                  The
      Intellectual 

                	 
      	
                  (a)

                	
                  The
      A Power Module inclusive

                
	 
      	Property 	 
      	
                  (b)

                	
                  The
      A Power integrated water treatment system including all

                
	 
      	 
      	 
      	 
      	
                  components
      and operation manual.

                
	 
      	 
      	 
      	
                  (c)

                	
                  The
      A Power farm management systems and procedures.

                
	 
      	 
      	 
      	 
      	 
      
	
                  3

                	
                  Manner
      in which

                  the
      Intellectual 

                  Property is
      to   

                	
                  The
      Intellectual Property provided under the License will be provided as
      required for the implementation of the project at a time as determined by
      Infinity in the following format:

                
	 
      	be
      supplied	 
      	
                  (a)

                	
                  promotion
      videos

                
	 
      	   	 
      	
                  (b)

                	
                  design
      specifications

                
	 
      	 
      	 
      	
                  (c)

                	
                  operation
      and service manuals

                
	 
      	 
      	 
      	
                  (d)

                	
                  training

                
	 
      	 
      	 
      	
                  (e)

                	
                  on
      line support during the life of the license.

                
	 
      	 
      	 
      	 
      	 
      
	
                  4

                	
                  The
      Project

                	
                  The
      Development in all provinces of the Peoples Republic Of China of the A
      Power fish farms in the locations to be identified by the Licensee and
      accepted by Infinity before commencement of work.

                
	 	 	 
	
                  5

                	
                  Terms

                	
                  The
      Licensee shall be allowed to issue Operator Licenses, for the A Power
      Modules, which shall remain valid for 55 years from date of commencement
      of the operation of the A Power Modules. The right of the License under
      this Agreement shall remain valid for 55 years from date of this
      Agreement.

                
	 
      	 
      	 
      	 
      	 
      
	
                  6

                	
                  License
      Fee

                	
                  The
      License fee is to be calculated based on US$5,000.00 per A Power
      Module.

                
	 
      	 
      	 
      	 
      	 
      
	
                  7

                	
                  Payment
      terms of the License fee

                	 
      	
                  (a)

                	
                  All
      payments shall be paid within 60 days from date of the monthly invoiced
      statement issued by Infinity.

                
	 	 	 	 	 
	
                   

                	 
      	 
      	
                  (b)

                	
                  The
      Licensee shall inform Infinity the number of Modules that has been sold
      within 30 days from date of sales such that Infinity shall issue
      corresponding invoices and monthly Statement
  accordingly.

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                8

                              	
                                Special
      Conditions

                              	 
      	
                                (a)

                              	
                                All
      engineering drawing and plans as referred to in Clause 6.d.2 must be
      approved by Infinity prior to the submission to the relevant
      body.

                              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                (b)

                              	
                                All
      Building and / or Installation work for the A Power Modules must be
      completed by Certified Installation Contractors approved by Infinity for
      the purpose of the execution of the Project.

                              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                (c)

                              	
                                All
      Components and parts of the A Power Modules constructed with the use of
      the License must be purchased from suppliers approved by
      Infinity.

                              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                (d)

                              	
                                All
      farm operation Managers and Supervisors working in the farms under the
      License must be qualified personnel certified by
  Infinity.

                              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                (e)

                              	
                                All
      fingerlings and fish stocks of the farms under the License must be free
      from any Special Pathogen certified by Veterinary approved by Infinity
      before their entry to the farms.

                              
	 
      	 
      	 
      	 
      	 
      
	
                                9

                              	
                                Performance
      of the Licensee

                              	The
      parties hereby agree that in consideration of Infinity allowing the
      Licensee to pay for the License fee in manner as described in Schedule
      (7), the Licensee shall pay Infinity a sum of US$2,500,000.00 on or before
      31st.
      July 2008 representing License fee covering 500 units of APM construed as
      the minimum performance required of the Licensee during the period from
      1st.
      August 2006 to 31st.
      July 2008. (Hereinafter called the Performance Payment).
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	The
      “Performance Payment” of US$2,500,000.00 shall be paid by the Licensee
      regardless whether the Licensee will or will not have sold or built any of
      the said 500 units of APM during the said period.
	 	 	 	 	 
	 
      	 
      	The
      Licensee shall be allowed to deduct from the “Performance Payment” all
      Payments referred to in Schedule (7) paid for AP Modules built or sold
      during the said period as long as the said numbers are below 500
      units.
	 
      	 
      	 
      	 
      	 
      
	
                                10

                              	
                                Authorization
      of the License

                              	The
      Licensee shall be permitted to grant to its authorized agents the
      authority to develop the farm and the project, and shall be permitted to
      issue “Operator Licenses” for the developed farm in accordance with the
      terms and conditions of this
Agreement.


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            
              	
                      11

                    	
                      Training

                    	Infinity
      shall provide the Licensee with farm operation training services for farm
      operators at a mutually agreed service fee per trainee subjected to the
      cost factors at the time that the amount of training will be
      required.
	 
      	 
      	 
      	 
      	 
      
	
                      12

                    	
                      General
      Conditions

                    	The
      parties agree and accept these Schedules shall form part of this
      Agreement.