Exhibit 10.1


                                   ASSIGNMENT
                               (LICENSE AGREEMENT)

         THIS ASSIGNMENT  ("Assignment")  is made and entered into this 16th day
of March,  2006,  by and between  CLEAN  WATER  TECHNOLOGIES,  INC.,  a Delaware
corporation  ("Assignor"),  and WATER TECHNOLOGY PARTNERS LLC, a Florida limited
liability company ("Assignee").

                               W I T N E S S E T H

         WHEREAS,  Assignor was granted and owns an exclusive license to use and
market certain technology  developed by the University of South Florida known as
a method for  removing  arsenic  species from an aqueous  liquid using  modified
zeolite  material as  disclosed  in U.S.  patent  applications  60/036,  704 and
90/016,  126 by inventor  Dr.  Dagmar  Bonnin,  pursuant to a License  Agreement
between  Assignor and  University of South  Florida  Research  Foundation,  Inc.
("USF")  dated  January,  1999  (the  "License  Agreement"),  a copy of which is
attached hereto as Exhibit A, and

         WHEREAS, Assignor possesses all right, title and interest in and to the
License  Agreement,  and  desires to sell,  assign,  and  transfer  the  License
Agreement to Assignee,  and Assignee desires to accept said sale, assignment and
transfer upon the terms and conditions hereinafter set forth.

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
convents contained herein, the parties hereto agree as follows:

         1. ASSIGNMENT. For $1.00 and other good consideration, receipt of which
is  hereby  acknowledged,  Assignor  hereby  sells,  assigns  and  transfers  to
Assignee,  and Assignee hereby purchases and accepts,  any and all of Assignor's
right, title and interest in and to the License  Agreement.  The foregoing sale,
assignment and transfer is made without any recourse  whatsoever to Assignor and
without any  representations  and warranties  expressed or implied of any nature
whatsoever.

         2.  ASSUMPTION  AND  INDEMNIFICATION.  Assignee  agrees to  assume  and
faithfully  observe and  perform all of  Assignor's  covenants,  agreements  and
obligations  under the License  Agreement.  Assignee further agrees to indemnify
and save Assignor harmless from any and all claims, demands,  actions, causes of
action, suits, proceedings, damages, liabilities and


<PAGE>

costs and expenses of every nature whatsoever arising from the License Agreement
on or after the date hereof.

         3. ACKNOWLEDGMENTS. Assignee acknowledges that the License Agreement is
in full force and effect, that Assignor is not in default under or breach of the
License  Agreement and has performed any and all of its  obligations  thereunder
through the date hereof,  and that  Assignor has the right to assign the License
Agreement.

         4. CONSENT OF USF. Assignor and Assignee recognize and acknowledge that
the  assignment of the License  Agreement  hereunder may require the consent and
approval  of USF. In such event,  Assignee  will use its best  efforts to obtain
such consent and approval and to cause USF to execute the Consent to  Assignment
set forth below; provided, however, the failure to obtain such consent shall not
affect in any manner the rights and  responsibilities  of Assignor  and Assignee
under this Assignment.

         5.  MODIFICATION  OF LICENSE  AGREEMENT.  Assignee  agrees that, at all
times while  Assignor is a party to the License  Agreement,  Assignee  shall not
change, modify, or amend the License Agreement.

         6.  ASSIGNABILITY.  Assignee  may sell,  assign,  transfer or otherwise
convey any of its rights or  delegate  any of its duties  under this  Assignment
without the consent of Assignor.

         7.  AMENDMENT.  This  Assignment  may  be  amended  only  by a  written
instrument duly executed by both parties hereto.

     8. BINDING EFFECT. This Assignment shall be binding upon the successors and
assigns of the parties.  The parties  shall execute and deliver such further and
additional instruments,  agreements,  and other documents as may be necessary to
carry out the provisions of this Assignment.

         9.  GOVERNING LAW. This  Assignment  shall be governed by and construed
and enforced in accordance with the laws of the State of Florida.

    10. ENTIRE AGREEMENT.  This Assignment supersedes all previous contracts and
understandings and constitutes the entire agreement between the parties. No oral
statements or prior writings not  specifically  incorporated  herein shall be of
any


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<PAGE>

force and  effect  and no changes in or  additions  to this  Agreement  shall be
recognized unless incorporated herein by amendment as provided herein.

    11. EFFECTIVENESS.  The effectiveness of this Assignment shall be subject to
and commence upon approval of the  shareholders  of Assignor of this  Assignment
and the transactions contemplated herein.

    12.  COUNTERPARTS.  The  parties  hereto  may  execute  this  Assignment  in
counterparts,  each of which, when executed and delivered by the parties hereto,
shall have the force and effect of an original.  All such counterparts  shall be
deemed to constitute one and the same instrument.

         IN WITNESS  WHEREOF,  the parties hereto have executed this  Assignment
the day and year first above written.


WITNESS:                                    CLEAN WATER TECHNOLOGIES, INC.,
                                            a Delaware corporation



________________________                    By: /s/ SUZANNE LEWSADDER
                                                ------------------------

                                                As: Chief Executive Officer



                                            WATER TECHNOLOGY PARTNERS LLC,
                                            a Florida limited liability
                                            company


________________________                    By: /s/ HOWARD A. SCALA
                                                -------------------

                                                As: President





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