LICENSEAGREEMENT

 

 

       This LICENSE AGREEMENT (the "Agreement") is made and entered into byand among Electro-Chemical Technologies Ltd., a Nevada corporation("Licensor"), Integrated Environmental Technologies Ltd. (formerlyNaturol, Inc.), a Nevada corporation ("Licensee"), and Laboratory ofElectrotechnology Ltd., a Russian Limited Liability Company("Supplier"), hereinafter sometimes referred to collectively as the"parties".

 

RECITALS

 

       WHEREAS, Licensor is the owner everywhere in United States of the right, titleand interest in and to certain new and useful inventions and improvementsrelating to an electrochemical cell known as a Flow-through Electrolytic Moduleor FEM, as defined more fully in the Patents and related Electro-ChemicalActivation ("ECA") technology all of which are referred tocollectively as the "ECA technology";

 

       WHEREAS, Licensee is desirous of acquiring an exclusive license to purchase FEMsand/or ECA devices from Licensor and to manufacture/assemble (with the exceptionof FEMs), market, lease, sell, distribute and service Licensed Products for usein the Licensed Applications in the Territory employing the ECA technology; and

 

       WHEREAS, Supplier manufactures FEMs for distribution by Licensor for use in ECADevices in the Licensed Applications in the Territory.

 

       NOW, THEREFORE, in consideration of the mutual promises and undertakingshereinafter set forth, as well as other good and valuable consideration, thereceipt and sufficiency of which is hereby acknowledged by the parties, it isagreed as follows:

 

       1. DEFINITIONS
 

Wheneverused in this Agreement, the following terms shall have the following meanings:

 

       1.1 "ECA Devices" shall mean Electro-Chemical Activation("ECA") devices purchased from Licensor and/or manufactured/assembled,marketed, leased, sold, distributed, serviced and/or otherwise utilized byLicensee in the Licensed Applications employing the ECA technology.

 

       1.2 "FEM" shall mean the Flow-through Electrolytic Module, asdefined more fully in the Patents.

 

 

       1.3 "Licensed Applications" shall mean Licensed Productsutilizing the ECA technology in the following water purification applications:(a) recreational water purification units producing small volumes****perhour of potable water; (b) residential water purification units; and (c) waterpurification units for use by small businesses such as offices, motels andrestaurants, and state and local government facilities, not including municipalwater systems; provided, however, that other applications may, in Licensor'ssole discretion, be considered on a case-by- case basis for inclusion in thisAgreement on terms and conditions to be mutually agreed upon by Licensor andLicensee.

 

       1.4 "Licensed Products" shall mean ECA devices and componentparts intended for use in the Licensed Applications, the purchase,manufacture/assembly, marketing, lease, sale, distribution and servicing ofwhich by Licensee utilizes any element of the Patents and Technical Informationwhich is not patented under the Patents.

 

       1.5 "License Year" shall mean a twelve (12) calendar monthperiod; provided, however that the first License Year shall commence on theeffective date of this Agreement and end on December 31, 2003, and thesubsequent License Years shall mean each twelve (12) calendar month periodthereafter.

 

       1.6 "Net Sales Price" shall mean sales attributable to rental,lease, service, supply and/or sales of Licensed Products by Licensee and/or itsaffiliates, less deductions from such sales from all (i) transportation charges,including insurance; (ii) sales, excise taxes and other taxes and duties paid byLicensee, together with any governmental charges or taxes imposed upon theproduction, use or sale of Licensed Products, to the extent separately stated onpurchase orders, invoices or other documents of sale; (iii) customary trade,quantity, allowances or cash discounts to the extent actually allowed and taken;and (iv) allowances for credits to customers on account of rejection or returnof Licensed Products. No deductions are allowed for commissions paid toindividuals whether they be with independent sales agencies or regularlyemployed by Licensee and on its payroll, or for cost of collections. Net Salesoccur on the date of billing for the Licensed Products. If a Licensed Product isdistributed for non-cash consideration (whether or not at a discount), Net Salesare calculated based on the non-discounted amount for the Licensed Productcharged to an independent third party during the same reporting period or, inthe absence of such sales, on the last sale of the Licensed Product.

 

       1.8 "Patents" shall mean U.S. Patent Nos:
-  5,628,888      [Apparatus For Electrochemical Treatment of Water And/Or Water Solutions      (Case #2)], dated May 13, 1997;5,635,040      [Electrochemical Cell (FEM-3)], dated June 3, 1997;5,783,052      [Electrochemical Cell (FEM-3) (Case #1A)], dated July 21, 1998;5,871,623      [Apparatus for Electrochemical Treatment of Water And/Or Water Solutions      (Case #2A)], dated February 16, 1999;
 

 
-  5,985,110      [Apparatus for Electro-Chemical Treatment of Water And/Or Solutions      (Case#2B)], dated November 16, 1999;6,004,439      [Apparatus for Obtaining Products by Anode Oxidation of Dissolved      Chlorides Of Alkaline or Alkaline-Earth Metals (Case #3)], dated December      21, 1999;
and  any and all continuations, continuations-in-part, divisions and reissues based  upon such Patents.

       1.9 "Technical Information" shall mean all or any part ofLicensor's systems, methods, information, know-how, trade secrets, and othertechnical information, experimental data and experience from prior design,development engineering, or manufacture relating to FEMs and/or ECA Devicesproduced by Supplier in Moscow, Russia, including all drawings, writings andmodels relating thereto and also including such information as is disclosed inthe Patents.

 

       1.10 "Territory" shall mean the United States of America.

 

       2. LICENSE GRANT
 

       2.1 Licensor hereby grants to Licensee an exclusive, royalty-bearing licenseunder the Patents and the Technical Information to purchase,manufacture/assemble (with the exception of FEMs), market, lease, sell,distribute and service Licensed Products throughout the Territory for use in theLicensed Applications; provided, however, that Licensor/Supplier shall retainthe exclusive right to manufacture/assemble FEMs and to supply such FEMs toLicensee.

 

       2.2 Licensee shall not have the right to grant sublicenses to third partieswithout the prior written approval of Licensor. Licensee shall ensure that anyand all sublicense agreements will provide that such sublicensee(s) cannot andwill not (a) manufacture/assemble, market, lease, sell, distribute or serviceLicensed Products to customers located outside of the Territory, and (b)manufacture/assemble, market, lease, sell, distribute or service devices orequipment in the Territory that compete with the Licensed Products.

 

       2.3 Licensee shall use commercially reasonable efforts to market, distribute,service and otherwise exploit the Licensed Products to the fullest extentpossible on a lease basis.

 

       2.4 Licensee agrees: (a) not to reverse engineer the FEM(s) during the term ofthis Agreement and any sublicense agreements, and (b) to include in itssublicense agreements with sublicensees a prohibition against sublicenseesreverse engineering the FEM(s) during the terms of this Agreement and thesublicense agreements.

 

       2.5 Licensor and Licensee agree during the term of this Agreement not toassemble, manufacture, market, lease, sell, distribute or service within theTerritory ECA devices or equipment or FEMs that compete with the LicensedProducts, other than as provided for in this Agreement.

 

 

       3. LICENSE FEE AND ROYALTY PAYMENTS
 

       3.1 Licensee agrees to pay to Licensor a license fee of Seventy Five ThousandDollars $75,000.00), payable in cash within ten (10) business days the date ofexecution of this Agreement.

 

       3.2 Subject to the provisions of Section 6, Licensee agrees to pay to Licensorroyalties with respect to the rental, lease, sale, supply, and/or service ofLicensed Products as follows: eight percent (8%) of the Net Sales Price of eachLicensed Product sold by Licensee and/or its sublicensees, commencing on theExecution Date of this Agreement and continuing until the end of the term lastto expire of the Patents and any other Patent(s) issuing from the Patents.

 

       3.3 All royalties hereunder shall accrue pro rata as payments are due fromcustomers.

 

       3.4 Within thirty (30) days after the end of each calendar quarter of eachLicenseYear, Licensee shall pay to Licensor, by check made payable to Licensor,or by bank wire transfer to Licensor's bank, whichever Licensor chooses, thefull amount of all royalties due hereunder to Licensor for such calendarquarter.

 

       3.5 In addition to the royalties payable under Section 3.2, commencing in theLicense Year 2005, Licensee shall pay to Licensor within sixty (60) days afterthe end of each License Year, a non-refundable payment equal to the difference,if any, between (i) the royalties actually paid to Licensor with respect to suchLicense Year and (ii) the minimum annual royalty schedule for the License Years2005 through and including the license expiration date set forth in Section 3.2;provided, however, that (a) such royalty schedule is to be established inaccordance with market surveys to be conducted at Licensee's expense by one ormore recognized professional marketing organizations and (b) thereafter,mutually agreed upon by Licensor and Licensee and incorporated into and made apart of this Agreement prior to the end of License Year 2004.

 

       4. RECORDS AND REPORTS
 

       4.1 Licensee shall furnish Licensor with a statement, within thirty (30) days ofthe end of each calendar quarter, setting forth with respect to such calendarquarter (i) the quantity of Licensed Products sold or used by Licensee or itssublicensees; (ii) the Net Sales Price of Licensed Products sold or used byLicensee or its sublicensees; (iii) the royalty payment made by sublicensees toLicensee; and (iv) the royalty payment due to Licensor hereunder; provided,however, that a Licensed Product shall not be considered sold until thirty (30)days after shipment. Payment of the royalty due shall accompany the statement.If no royalty is owed for such calendar quarter, the statement shall soindicate. A Licensed Product shall be considered sold when invoiced, shipped orpaid for, whichever occurs first.

 

       4.2 Licensee shall keep, for at least the three (3) most recent License Years,accurate books and records of the number and type of all Licensed Products sold,the amount of sales thereof, the royalties owed Licensor, and all incomereceived from any sublicensees.

 

 

       4.3 Licensor may during normal business hours, on reasonable notice and not morethan once a year, have its duly authorized agent or representative, inspect,check, and verify all such books and records either at Licensee's businesspremises or at a place mutually agreed upon. The agent's reports and theaforesaid royalty statements, and the information contained therein, shall bemaintained in confidence by Licensor.

 

       5. REPRESENTATIONS AND WARRANTIES
 

       Licensor warrants that it is the sole owner of the entire right, title andinterest in the Patents and the Technical information, and that it has the fullright to grant all rights herein granted to Licensee, and that there are noknown infringements against the Patents, no known claims of infringement, andthe Licensor is not involved in litigation, prosecuting or defendinginfringement actions related to the Patents.

 

       6. TERM AND TERMINATION.

 

       6.1 Unless sooner terminated hereunder, the term of the license granted bySection 2 and the obligation to pay royalties under Section 3 shall terminate atthe end of the term last to expire of the Patents and any other Patent(s)issuing from the Patents.

 

       6.3 Licensor may terminate this Agreement upon the occurrence of any of thefollowing events:
-  Subject      to the provisions of Section 9.2 hereof, if any undisputed royalty payment      is in arrears thirty (30) days after the due date thereof, and if      thereupon notice is given to Licensee and if thereafter such payment      remains in arrears for thirty (30) days after the sending of such notice;If      Licensee fails to satisfy the requirements set forth in Sections 2.2, 2.3,      2.4, 2.5 and/or 12; orIf      Licensee is adjudged bankrupt, or is insolvent or enters into a      composition with or makes an assignment for the benefit of its creditors,      or if a receiver is appointed for it, then Licensee shall promptly notify      Licensor of such event and Licensor shall have the right to terminate this      Agreement by sending to Licensee notice of its intention to do so at least      sixty (60) days prior to the time when such termination is to take effect,      and after the expiration of such sixty (60) day period, this Agreement      shall become void without prejudice to any remedy of the Licensor with      respect to recovery of any monies then due it under this Agreement or with      respect to any antecedent breach of this Agreement and without prejudice      to any other right of the Licensor hereunder.
       6.4 Licensee may terminate this Agreement upon the occurrence of any of thefollowing events:

 

 
-  If      Licensor fails to satisfy the requirements set forth in Sections 2.5, 5      and/or 7.1, orIf      Licensor is adjudged bankrupt, or is insolvent or enters into a      composition with or makes an assignment for the benefit of its creditors,      or if a receiver is appointed for it, then Licensor shall promptly notify      Licensee of such event and Licensee shall have the right to terminate this      Agreement by sending to Licensor notice of its intention to do so at least      sixty (60) days prior to the time when such termination is to take effect,      and after the expiration of such sixty (60) day period, this Agreement      shall become void without prejudice to any remedy of the Licensee with      respect to recovery of any monies then due it under this Agreement or with      respect to any antecedent breach of this Agreement and without prejudice      to any other right of the Licensee hereunder.
       7.SUPPLY OF FEMS, TECHNICAL ASSISTANCE AND IMPROVEMENTS

       7.1 Licensor agrees to supply to Licensee FEMs produced by Supplier insufficient quantities to satisfy Licensee's reasonable demands in accordancewith this Agreement and at prices to be negotiated between the parties andincorporated in the Supply Agreement, a copy of which is attached hereto asAttachment A, provided, however, that Licensee agrees to provide three (3)months' advanced notification to Licensor in the case of any FEM order orcombination of orders that exceed one thousand (1000) FEMs for a single month.

 

       7.2 Licensor shall at Licensee's expense provide technical assistance andsupport to Licensee for the purpose of facilitating the development,manufacture/assembly (other than FEMs), use, lease, sale, distribution andservicing of Licensed Products. Specifically, Licensor agrees to the following:(i) consultations by phone, fax, e-mail or any other method of communicationagreed upon by the parties; (ii) consultations at Licensee's facilities; (iii)site visits to Licensee's manufacturing facilities; and (iv) consultations withLicensee at Licensor's facilities; provided, however, that the costs for suchassistance and support shall be mutually agreed upon by the parties in advanceand shall be subject to the reasonable availability of personnel.

 

       7.3 Licensor shall advise Licensee of improvements applicable to any LicensedProduct at such time as Licensor files any patent application claiming suchimprovements. Such improvements shall become Licensed Products subject toreasonable price increases necessitated by the improvements.

 

       7.4 Licensee shall provide Licensor with copies of all test results relating toLicensor's ECA technology, as well as all test results relating to LicensedProducts.

 

       7.5 Licensor retains the right to visit installation sites for the purposes ofevaluating the installed performance of the Licensed Products; provided,however, that such visits may be undertaken only with the prior written consentof the Licensee and the party at whose site the Licensed Products are in use orinstalled.

 

 

       8. PATENT FILING AND PROSECUTION
 

       8.1 Licensor shall file, prosecute and maintain any Patent issuing from thePatents.

 

       8.2 With respect to filing and prosecuting the Patent(s) in foreign countries,Licensor shall have the right to file, prosecute and maintain any Patent(s)included within the Patent or any subsequent inventions incorporated into theLicensed Products in any foreign country at Licensor's sole cost and expense.Any such Patent(s) issuing therefrom shall be owned by Licensor.

 

       9. INFRINGEMENT
 

       9. 1 Upon learning of any apparent infringement by a third party of any claim ofa Patent licensed herein and owned by Licensor, Licensee shall notify Licensorin writing thereof and shall furnish Licensor with a sample or a detailedwritten description of the alleged infringing product or practice, and evidencethat such infringement substantially affects the commercial operation ofLicensee. Licensor shall immediately commence suit or other proceedings to stopsuch infringement.

 

       9.2 Until Licensor brings such suit against an infringer, Licensee may accruebut cease payment of any earned royalties and minimum royalties due to Licensorhereunder, and shall have no liability for payment of such royalties withrespect to the sale of Licensed Products until a suit for infringement isinstituted by Licensor, or until the alleged infringement has ceased, whicheveroccurs sooner. Upon the institution of such infringement suit by Licensor, andso long as Licensor is diligently prosecuting such suit, Licensee shall pay toLicensor the amount of the earned royalties and minimum royalties, including anyaccrued royalties, due hereunder with respect to the sale of Licensed Products.During any period in which royalties are discontinued in accordance with thisSection 9.2, this license shall continue and the non-payment of earned royaltiesand minimum royalties by Licensee during such period shall not provide a basisfor termination of this Agreement or for the conversion of the exclusive licensegranted herein to a non-exclusive license by Licensor.

 

       9.3 If Licensor does not file suit or cause the infringement to cease within two(2) months of notification thereof, in addition to ceasing royalty payments,Licensee shall have the right to sue in its own name to stop such infringement.Licensor shall cooperate in any reasonable way necessary in the prosecution ofany suit for infringement brought by Licensee. Notwithstanding the right to suefor infringement granted to the Licensee hereunder, Licensee shall not enterinto any settlement with an infringer which would adversely affect the scope orvalidity of Licensor's Patent without the prior written consent of Licensor,which consent shall not be unreasonably withheld or delayed.

 

       9.4 In any infringement suit brought, Licensor and Licensee shall share in anyrecovery in an amount proportional to the damage or loss suffered by each ofthem, provided that each party is first reimbursed for its legal expensesexpended in the prosecution of any such suit.

 

 

       10. INDEMNIFICATION AND INSURANCE
       10.1 Licensee shall indemnify, defend, and hold harmless Licensor and itsofficers and directors and their respective successors, heirs and assigns (the"Licensor Indemnitees"), against any liability, damage, loss orexpense (including reasonable attorney's fees and expenses) incurred by orimposed upon any of the Licensor Indemnitees in connection with any claims,suits, actions, demands or judgments arising out of any theory of liability(including without limitation actions in the form of tort, warranty, or strictliability regardless of whether such action has any factual basis) concerningany Licensed Product (other than liability for defective FEMs)****that ismarketed, distributed, used leased, sold and/or serviced pursuant to any rightor license granted under this Agreement.

 

       10.2 Licensee shall obtain and carry in full force and effect commercial generalliability insurance, including product liability and errors and omissionsinsurance which shall protect Licensor Indemnitees with respect to eventscovered by Section 10.1. Such insurance (i) shall be issued by an insurerlicensed to practice in the United States or an insurer pre-approved byLicensor, such approval not to be unreasonably withheld, (ii) shall be endorsedto include product liability coverage, and (iii) shall require thirty (30) dayswritten notice to be given to Licensor prior to any cancellation or materialchange thereof. The limits of such insurance shall be not less than One MillionDollars ($1,000,000) per occurrence with an aggregate of Three Million Dollars($3,000,000) for bodily injury including death; One Million Dollars peroccurrence with an aggregate of Three Million Dollars for property damage; andOne Million Dollars per occurrence with an aggregate of Three Million Dollars($3,000,000) for errors and omissions. In the alternative, Licensee mayself-insure subject to the prior approval of Licensor. Licensee shall provideLicensor with Certificates of Insurance evidencing compliance with this Section.Licensee shall continue to maintain such insurance or self-insurance after theexpiration or termination of this Agreement during any period in which Licenseeor any sublicensee continues to market, distribute, use lease, sell and/orservice a product that was a Licensed Product under this Agreement, andthereafter for a period of five (5) years.

 

       11. CONFIDENTIAL INFORMATION
 

       11.1 Except for the proper exercise of any license granted and rights reservedunder the provisions of this Agreement, Licensee agrees that it, its affiliatesand sublicensees will not publish or otherwise divulge or use for its or theirown benefit confidential information, including without limitation the TechnicalInformation, furnished to it by Licensor without first obtaining the priorwritten approval of Licensor in each instance. The foregoing obligation shallnot be imposed on Licensee with respect to any information which Licensee candemonstrate: (i) is necessary to be disclosed by the sale of the LicensedProducts to customers in the ordinary course of business; (ii) was at the timeof disclosure to Licensee (or thereafter becomes, prior to its publication,divulgence or use for the benefit of Licensee or any of its affiliates orsublicensees, through no fault of Licensee or its affiliates or sublicensees) apart of the public domain by publication or otherwise; (iii) 

 

 

wasalready properly and lawfully in Licensee's possession at the time it wasreceived from Licensor; (iv) was lawfully received from a third party who wasunder no obligation of confidentiality to Licensor with respect thereto; (v) isrequired by law to be disclosed (but only to the extent of such requireddisclosure); or (vi) was generated by the Licensee as part of demonstrationtrials, and does not include Technical Information furnished by Supplier orLicensor.

 

       11.2 Licensee has or will require all of its employees and consultants and theemployees and consultants of its sublicensees who have access to any of theTechnical Information to execute agreements similar in content to Section 11.1and will exercise its best efforts to obtain compliance therewith.

 

       12. ASSIGNABILITY.
 

       Licensee shall have the right at any time to assign its rights and interests inthis Agreement, other than to a competitor of Licensor, in connection with itsmerger or consolidation with a third party or with the sale of substantially allof its assets utilized in the business to which this Agreement relates, withoutthe necessity of obtaining the consent of Licensor, provided that the assigneeexpressly assumes and agrees to perform all of the obligations of the assigningparty, in which case Licensee shall be released from further liability. Inassigning such interest, Licensee hereby expressly agrees that it will in sodoing specifically reserve for Licensor all of the rights and privileges hereinprovided. In the event of the assignment hereof, Licensee shall notify Licensorwithin fifteen (15) days of such assignment. Except as otherwise permitted bythe provisions of this Section 12, Licensee shall not have the right to assignits interests in this License Agreement without the prior written consent of theother party.

 

       13. PATENT MARKING

 

       To the extent commercially feasible and consistent with prevailing businesspractices, Licensee shall mark all Licensed Products made pursuant to thisAgreement, as appropriate, with either applicable patent numbers furnished byLicensor, or the designation "patent pending," and shall alsodesignate and mark such products and its sales literature and descriptivepublications and the like with the notation that the subject listed UnitedStates Patent(s) is/are owned by Licensor. Licensee, however, shall obtain norights in the Licensor's Trademarks or any composite mark including any ofLicensor's Trademarks.

 

       14. NOTICES.
       Any notice required or permitted to be given hereunder shall be in writing andshall be deemed to be properly given when sent by registered or certified mail,return receipt requested, or by facsimile to the following address or facsimilenumber given to the other party by notice hereunder.

 

       If to Licensor:         Electro-ChemicalTechnologies Ltd.

                                       340 East Warm Springs Road, Suite 1A

                                       Las Vegas, Nevada 89119

 

 

                                       Attention: John Henry Brebbia, President

                                       Fax No. (702) 260-9044

                                       e-mail: jhb@ectltd.net

 

       If to Licensee:        IntegratedEnvironmental Technologies Ltd.

                                       201 E. Elizabeth Street

                                       Elizabeth City, NC 27909

                                       Attention: William E. Prince President

                                       Fax No. (252) 333-1377

                                       e-mail: w.e.prince@earthlink.net

       If to Supplier:         Laboratory ofElectrotechnology Ltd.

                                       3 Kasatkina Street

                                       Attention: Prof. Vitold M. Bakhir

                                       Moscow 129301 Russia

                                       Fax No. (095) 187 3727

                                       e-mail: VitoldECA@g23.relcom.ru

 

       15. CONTROLLING LAW
 

       The parties agree that this Agreement shall be construed and governed accordingto the laws of the State of Nevada.

 

       16. ENTIRE AGREEMENT
 

       The terms and provisions contained herein and in the Supply Agreement constitutethe entire agreement between the parties with respect to the subject matterhereof; and there are no representations, warranties, covenants, or agreements,express or implied, with respect to the subject matter hereof, other than thoseexpressly set forth herein and in the Supply Agreement with the exception of theConfidentiality Agreements between Licensor and Licensee and Supplier andPurchaser, dated August 27 2003, which shall survive the termination of thisAgreement and which shall remain in full force and effect as provided forherein. No modification or amendment of the provisions of this Agreement shallbe binding upon either party hereto unless in writing and signed by dulyauthorized officers of the respective parties.

 

       17. SEVERABIILTY
 

       If any provision of this Agreement or portion thereof, or the applicationthereof to any person or circumstance, shall be held to any extent invalid orunenforceable by a court or other tribunal of competent jurisdiction, theremainder of this Agreement (or of such provision) and the application thereofin such circumstances shall remain in full force and effect.

 

       18. ARBITRATION
 

       18.1 Any dispute, controversy, claim or difference arising out of or inconnection with or resulting from this Agreement which cannot be settledamicably by the parties shall be resolved definitively and exclusively by 

 

 

arbitrationunder the Rules of Procedure of the American Arbitration Association (the"Rules") then prevailing and in accordance with the laws of the Stateof Nevada, which arbitration shall be held in Las Vegas, Nevada. Arbitrationshall be by a single arbitrator to be chosen jointly by the parties, providedthat, should the parties be unable to agree upon their choice of arbitratorwithin thirty (30) days after the demand for arbitration, the arbitrator shallbe chosen in accordance with the Rules. The decision of the arbitrator shall befinal and binding upon the parties and judgment on any award made by thearbitrator may be entered in any court having jurisdiction thereof. Thearbitrator's discretion and power shall include an appropriate award forcosts, including an apportionment thereof, in the absence of which the costs ofarbitration shall be borne equally by the parties.

 

       18.2 Although the procedures specified in this Section 18 are the sole andexclusive procedures for the resolution of disputes arising out of or relatingto this Agreement, either party may seek a preliminary injunction or otherprovisional equitable relief if, in its reasonable judgment, such action isnecessary to avoid irreparable harm to itself or to preserve its rights underthis Agreement.

 

       19. INDEPENDENT CONTRACTORS
       Nothing herein contained shall be construed to place the parties in therelationship of partners, joint venturers, principal and agent, or employer andemployee, and neither party shall have the power to obligate or bind the otherparty in any manner whatsoever, with the exception of the warranty andrepresentations made by Licensor and provided by Licensor to its customers. Eachparty shall be responsible for the acts, negligence and omissions of itsemployees, agents, servants and subcontractors.

 

       20. WAIVERS
 

       No actual waiver of a breach by either party of any covenant or condition ofthis Agreement shall be construed to be a waiver of any succeeding breach of thesame or any other covenant or condition.

 

       21. CAPTIONS
 

       The captions to the Sections of this Agreement are for convenience only and arenot a part of this Agreement and shall not be deemed of any force or effectwhatsoever in construing this Agreement. The references to a numbered orlettered Section refer to the section bearing the number or letter in orattached to this Agreement, unless otherwise stated.

 

       22. RECITALS

 

       The Recitals set forth herein are true and correct and are incorporated herein.

 

       23. SUCCESSORS AND ASSIGNS
 

       This Agreement shall be binding upon and shall inure to the benefit of thesuccessors and assigns of the parties hereto; but nothing herein contained shallbe deemed to permit any assignment except as permitted by Section 12.

 

 

       24. COUNTERPARTS
 

       This Agreement may be executed in any number of counterparts, each of whichshall be deemed an original but all of which together shall constitute one andthe same instrument.

 

       IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executedas a sealed instrument by their duly authorized officers, all as of the latestdate of execution by the parties (the "Execution Date").

 

ELECTRO-CHEMICALTECHNOLOGIES LTD.

 

 

 

By:/S/JohnHenry Brebbia                                                             /S/PatriciaBrebbia                   
JohnHenryBrebbia                                                                        Witness

President

 

Dated:September 4, 2003
 

 

INTEGRATEDENVIRONMENTAL TECHNOLOGIES LTD.

 

 

 

By:/S/WilliamE. Prince                                                                 /S/Marion C. Sofield               
WilliamE. Prince**                                                                            **Witness

President

 

Dated:September 10, 2003
 

 

LABORATORYOF ELECTROTECHNOLOGY LTD.

 

 

 

By:/S/Prof.Vitold M. Bakhir
Director                                                                                            Witness

 

Dated:September 19, 2003