Exhibit 10.2


                                   ASSIGNMENT
                             (SUBLICENSE 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 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 (the "USF Technology"),

         WHEREAS,  Assignor  and GSA  Resources,  Inc.  ("GSA")  entered  into a
Sublicense Agreement dated October 12, 1999 (the "Sublicense Agreement"), a copy
of which is  attached  hereto as  Exhibit A,  wherein  Assignor  granted  GSA an
exclusive sublicense to use and market the USF Technology,

         WHEREAS,  GSA sold and assigned all of its right, title and interest in
and to the Sublicense Agreement to Element 33, L.L.C.,  which, in turn, sold and
assigned all of its right, title and interest in and to the Sublicense Agreement
to International Water Purification Technologies, L.L.C. ("IWPT"), and

         WHEREAS, Assignor possesses all right, title and interest in and to the
Sublicense  Agreement with IWPT, and desires to sell,  assign,  and transfer the
Sublicense  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 mutual convents and obligations
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  Sublicense  Agreement.  The  foregoing
sale, assignment and transfer is made without any recourse whatsoever


<PAGE>

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

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

         4. CONSENT OF IWPT.  Assignor and Assignee  recognize  and  acknowledge
that the  assignment  of the  Sublicense  Agreement  hereunder  may  require the
consent and approval of IWPT. In such event,  Assignee will use its best efforts
to obtain such  consent and approval and to cause IWPT 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 SUBLICENSE  AGREEMENT.  Assignee agrees that, at all
times while Assignor is a party to the Sublicense Agreement,  Assignee shall not
change, modify, or amend the Sublicense 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.


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<PAGE>

     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 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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