AMENDMENT

 

TO

 

LICENSE AND SUPPLYAGREEMENTS

 

 

This AMENDMENT TOLICENSE AND SUPPLY AGREEMENTS (the "Amendment") is made and entered into by andamong Electro-Chemical Technologies Ltd., a Nevada corporation ("Licensor"),Integrated Environmental Technologies Ltd. (formerly Naturol, Inc.), a Nevadacorporation ("Licensee"), and Laboratory of Electrotechnology Ltd., a RussianLimited Liability Company ("Supplier"), hereinafter sometimes referred tocollectively as the "parties". 

 

RECITALS

WHEREAS, the parties,effective September 10, 2003, entered into a License Agreement and a SupplyAgreement pursuant to which Licensor licensed to Licensee on an exclusive basisthe rights to Licensor's proprietary Electro-Chemical Activation ("ECA")technology for use in certain water purification applications;

 

WHEREAS, Section 1.3of the License and Supply Agreements provided "that other applications may, inLicensor's sole discretion, be considered on a case-by-case basis for inclusionin this Agreement on terms and conditions to be mutually agreed upon by Licensorand Licensee"; and 

 

WHEREAS, the partiesdesire to amend the License and Supply Agreements by adding thereto certainadditional ECA applications (the "additional ECA applications");

 

NOW, THEREFORE, inconsideration of the mutual promises and undertakings hereinafter set forth, aswell as other good and valuable consideration, the receipt and sufficiency ofwhich is hereby acknowledged by the parties, it is agreed as follows:

 

1. The License andSupply Agreements shall be amended by deleting in its entirety from each suchagreement the existing Section 1.3 and inserting in its place the followinglanguage: 

 

"1.3 "LicensedApplications" shall mean Licensed Products utilizing the ECA technology inthe following applications: (a) recreational water purification units producingsmall volumes****per hour of potable water; (b) residential waterpurification units; (c) water purification units for use by small businessessuch as offices, motels and restaurants, and state and local governmentfacilities, not including municipal water systems; (d) the disinfection of stormwater runoff; and (e) the decontamination of oil well water; provided, however,that other applications may, in Licensor's sole discretion, be considered on acase-by-case basis for inclusion in this Agreement."

 

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2. Section 3 of theLicense Agreement shall be amended by adding the following Section:

 

"3.6 For each of theadditional ECA applications set forth in Section 1.3 (d) and (e), within oneyear (365 days) after Licensor has made its first commercial sale or lease of anECA device or system ("ECA equipment") for such additional application, Licenseeshall at its own expense undertake to prepare a market study for the purpose ofestimating the size of the potential market for ECA equipment in terms ofestimated annual revenues during each of the following five years and, provided,further, that Licensee shall be required to complete each such market studywithin 90 days after the commencement of such study. Based upon the results ofthe market study, Licensor and Licensee shall have an additional 90 days (the"Negotiation Period") within which to reach agreement regarding the amount(s) ofminimum annual royalties that Licensee shall be required to pay to Licensor forthe remaining term of the license application. Should the parties fail to reachagreement during the Negotiation Period, they shall be required to appoint amutually agreed upon Certified Public Accountant or qualified market analystexperienced in assessing potential market revenues to make an independentdetermination regarding the amounts of such minimum annual royalties, whichindependent determination shall be binding on the parties and the cost of whichshall be shared equally by the parties."

 

3. With the exceptionof the changes to the License and Supply Agreements set forth in paragraphs 1and 2 herein, the terms and conditions contained in the License and SupplyAgreements shall remain in full force and effect.

 

4. As considerationfor the grant of the additional ECA applications set forth in Section 1.3 (d)and (e) of the License and Supply Agreements, as amended, Licensee shall on theexecution date of this Amendment pay to Licensor a total of $25,000 in licensefees and advanced royalties for the following purposes:

-  a license fee of	$6,000 for each application (a total of $12,000); andnon-refundable	advanced royalties of $6,500 for each application (a total of $13,000),	calculated in accordance with the royalty formula set forth in Section 3.2	of the License Agreement and to be deducted from any royalties due to	Licensor under Section 3.2 before the payments to Licensor commence.
5. If any provisionof this Amendment or portion thereof, or the application thereof to any personor circumstance, shall be held to any extent invalid or unenforceable by a courtor other tribunal of competent jurisdiction, the remainder of this Amendment (orof such provision) and the application thereof in such circumstances shallremain in full force and effect.

 

6. Any dispute,controversy, claim or difference arising out of or in connection with orresulting from this Amendment which cannot be settled amicably by the partiesshall be resolved definitively and exclusively by arbitration under the Rules ofProcedure of the American Arbitration Association (the "Rules") then prevailingand in accordance with the laws of the State of Nevada, which arbitration shallbe held in Las Vegas, Nevada. Arbitration shall be by a single arbitrator to bechosen jointly by the parties, provided that, should the parties be unable toagree upon their choice of arbitrator within thirty (30) days after the demandfor arbitration, the arbitrator shall be chosen in accordance with the Rules.The decision of the arbitrator shall be final and binding upon the parties andjudgment on any award made by the arbitrator may be entered in any court havingjurisdiction thereof. The arbitrator's discretion and power shall include anappropriate award for costs, including an apportionment thereof, in the absenceof which the costs of arbitration shall be borne equally by the parties.

 

 

Although theprocedures specified in this paragraph 6 are the sole and exclusive proceduresfor the resolution of disputes arising out of or relating to this Amendment,either party may seek a preliminary injunction or other provisional equitablerelief if, in its reasonable judgment, such action is necessary to avoidirreparable harm to itself or to preserve its rights under this Amendment.

 

7. No actual waiverof a breach by either party of any covenant or condition of this Amendment shallbe construed to be a waiver of any succeeding breach of the same or any othercovenant or condition. 

 

8. The Recitals setforth herein are true and correct and are incorporated herein.

 

9. This Amendmentshall be binding upon and shall inure to the benefit of the successors andassigns of the parties hereto. 

 

10. This Amendmentmay be executed in any number of counterparts, each of which shall be deemed anoriginal but all of which together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF,the parties hereto have caused this Amendment to be executed as a sealedinstrument by their duly authorized officers, all as of the latest date ofexecution by the parties (the "Execution Date").

 

ELECTRO-CHEMICALTECHNOLOGIES LTD.

 

 

 

By:                                                             

John Henry Brebbia

President

 

Dated: October 27,2004

 

 

INTEGRATEDENVIRONMENTAL TECHNOLOGIES LTD.

 

 

 

By:                                                  

William E. Prince****

President

 

Dated: October 27,2004

 

 

LABORATORY OFELECTROTECHNOLOGY LTD.

 

 

 

By:                                                                   

                                                                       

    Director

 

Dated: October ____,2004