Exhibit 10.6


 





UC Case Numbers 2004-177, 2007-108,
2010-170 & 2010-240.


 


First
Amendment


to the 


Exclusive
License Agreement for Chemical Nanowire Sensor Technologies


 


This
first amendment to the Exclusive License Agreement for Chemical Nanowire Sensor Technologies ("First Amendment") between
The Regents of the University of California and Nano Engineered Applications (NEA) Inc. is made effective this 14th
day of December, 2010, between The Regents of the University of California ("The Regents"), a California corporation,
having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200, and NEA Inc. ("Licensee"),
having its principal place of business at 1650 Spruce Street, Suite 500, Riverside, CA 92507.


 


BACKGROUND


 


Whereas, on March 31, 2010, the Licensee
and The Regents entered into an agreement entitled "Exclusive License Agreement between The Regents of the University of California
and Nano Engineered Applications, Inc. for Chemical Nanowire Sensor Technologies" having UC Control Number 2010-04-0784 ("License
Agreement"); and


 


Whereas, the
Licensee and The Regents agree to a first amendment of the Licensees' due diligence requirements in the License Agreement as set
forth below.


 


The parties agree as follows:



 


Paragraph 6.B of the License Agreement is replaced in its entirety by the following:


 


6.B. Licensee acknowledges
that the primary objective of The Regents with respect to the licenses granted hereby is to promote the development and marketing
of Licensed Methods and Licensed Products for the public good. To this end, The Regents shall have the right to terminate this
Agreement or convert the rights granted in Paragraph 2.A to non-exclusive licenses should Licensee fail to achieve the following
development and commercialization objectives, where inbound capital refers to investment capital fundraising, contractually
committed research funding, fees paid by prospective sublicensees for exclusive rights to negotiate a sublicense, service work
revenue, and Net Sates ("Inbound Capital").


 






    	 



    	 



    

 


i.     Nano
Engineered Applications, Inc. company formation and initiation of operations by July
2010;


 


ii.   Meet the following funding
milestones by designated years after the Effective Date:


 


a.   
Milestone No. 1 Raise $500,000 of Inbound Capital by July 1st
2011;


b.   
Milestone No. 2 Raise additional $500,000 of Inbound Capital
by July 2012;


 


iii.  Commence Sales
of Licensed Products in any country by January 2012; and


 


iv.  Achieve
Net Sales of these amounts in each designated year after the Effective Date, according
to this timetable:


 


a.   
Net Sales of $200,000 in 2012;


b.   
Net Sales of $1,000,000 in 2013; and


c.   
5% annual increase in Net Sales over the prior year for 2014,
2015, and 2016.


 


In witness whereof, each party hereto has executed this First Amendment
in duplicate originals by their respective and duly authorized officers on the day and year below written.


 





	Nano
                    Engineered Applications, Inc.
	 	The Regents of the University of California	 
	 	 	 	 	 	 
	Signature:	/s/ Amro Albanna	 	Signature:	/s/ Craig Sheward	 
	 	 	 	 	 	 
	Name: Amro Albanna	 	Name: Craig Sheward	 
	 	 	 	 	 	 
	Title: CEO	 	Title: Assistant Vice Chancellor, OTC	 
	 	 	 	 	 	 
	Date: 02-14-2011	 	Date: 2/11/2011