Exhibit 10.06
PBI
Business  Solutions  for  the  Future
[LOGO OMITTED]
21 Fulton Drive, RR#4, Cornwall, PEI, COA 1H0; Tel: 902.367.4998  Fax:
902.569.3653; E-mail:pbi@eastlink.ca
--------------------------------------------------------------------------------

                          TECHNOLOGY LICENSE AGREEMENT

     THIS  TECHNOLOGY  LICENSE AGREEMENT ("AGREEMENT") is entered into this 18th
                                           ---------
day  of  April,  2005 ("EFFECTIVE DATE"), by and between Progressive Bioactives,
                        --------------
Inc.,  a  Canadian  Federally  registered  business,  with  a principal place of
business  at  21  Fulton  Drive,  RR#4,  Cornwall,  Prince Edward Island, Canada
("LICENSOR"),  and  Bioagra  LLC, a Georgia limited liability corporation with a
  --------
principal  place of business at 7505 Waters Avenue, Suite C-8, Savannah, Georgia
31406 ("LICENSEE").  Licensor and Licensee are sometimes referred to singly as a
        --------
"PARTY"  and  collectively  as  the  "PARTIES."
 -----                                -------

     WHEREAS,  LICENSOR  has  developed  a  proprietary  formula and process for
manufacturing  a  natural  immunobiotic  extract  for use as a health management
instrument  and  as  a replacement for growth promotion antibiotics in livestock
and  companion  animals  (defined  herein  as  the  "YBG TECHNOLOGY");  and
                                                     --------------

     WHEREAS,  LICENSEE desires to license such YBG Technology from LICENSOR for
the  purpose  of  building  and  operating  one or more manufacturing facilities
capable  of  producing  yeast  beat  glucan  products;  and

     WHEREAS,  LICENSEE  desires  to  acquire  certain  start-up  assistance and
support  services  from LICENSOR, and LICENSOR desires to provide such services.

     NOW  THEREFORE,  in  consideration  of the premises and mutual promises and
other  good  and  sufficient  consideration  made  herein,  the parties agree as
follows.

1.     Definitions.  Capitalized terms used in this Agreement shall have the
       -----------
meaning set forth in this Section 1; and if not specified herein, in the context
in which they are used.

     1.1     "Basic  Engineering  Package" means those specifications consisting
              ---------------------------
of  engineering  drawings, process flow diagrams, and equipment lists, listed on
Exhibit A.
---------

     1.2     "Biologically  Active  Commercial Batch" means the first successful
              --------------------------------------
batch  of  Licensed  Products  made  by LICENSEE using the YBG Technology, which
yields  sufficient  quantities  of  product  made available for sale.  A minimum
quality  of  final  sprayed  dried material is defined as meeting specifications
defined in the PBI Certificate of Analysis, and a biological activity of greater
than  or equal to 40 ug Bp released/mg of YGB in accordance with the alternative
complement  pathway method, the Alternative Complement Assay as performed by the
Complement  Laboratory,  National  Jewish  Medical  and Research Center, Denver,
Colorado,  USA,  or  another equally qualified laboratory approved in writing by
both  parties.

     1.3     "Change  of  Control" means with respect to a Party: (A) the direct
              -------------------
or  indirect  acquisition of either (i) the majority of the voting stock of such
Party  or  (ii) all or substantially all of the assets of such Party, by another
entity  in  a  single transaction or series of related transactions; or (B) such
Party  is  merged  with,  or  into,  another  entity.

     1.4     "Claim,"  in  connection  with  a  warranty  or defense obligation,
              ------
encompasses  any  and  all  claims, counterclaims, crossclaims, and the like for
monetary  or  equitable  relief  in  respect  of  any  alleged  or proven injury


                                        1
<PAGE>
(including  bodily  injury  or  death)  in  or  before any court, administrative
agency,  or  other  forum having the legal power to adjudicate disputes, and any
and  all  demands  not  yet  matured  into  one  or  more  of  the  foregoing.

     1.5     "Confidential  Information"  means  all or any portion of only the:
              -------------------------
(a)  written,  recorded  (including computer electronic recording), graphical or
other  information in tangible form disclosed during the term of this Agreement,
by  one Party to the other Party which is labeled "Proprietary," "Confidential,"
or  with  a  similar  legend  denoting  the  proprietary interest therein of the
disclosing  Party;  (b)  oral information which is disclosed by one Party to the
other Party to the extent it is identified as "Proprietary" or "Confidential" at
the time of oral disclosure, is reduced to written or other tangible form within
thirty  (30)  days  of  oral  disclosure,  and  such written or tangible form is
labeled  "Proprietary,"  "Confidential,"  or  with a similar legend denoting the
proprietary  interest  therein  of  the  disclosing  Party;  and  (c)  the  YBG
Technology.

     1.6     "Field  of  Use"  means  the  United  States  market  for  YBG  for
              --------------
consumption  by  animal  livestock.

     1.7     "Gross Sales" means the total amount of sales of Licensed Products,
              -----------
less  applicable taxes, freight and returns, measured in a given period of time,
beginning  from the date that LICENSEE produces a Biologically Active Commercial
Batch.

     1.8     "Indemnified  Party"  means  a  Party  and  its  employees, agents,
              ------------------
officers,  directors  and  shareholders.

     1.9     "Initial YBG Plant"  is  defined  in  Section  4.1  below.
              -----------------

     1.10     "Intellectual  Property  Rights"  means  all rights of a person or
               ------------------------------
entity in, to, or arising out of: (a) any patent or any application therefor and
any  and  all  reissues,  divisions,  continuations,  renewals,  extensions  and
continuations-in-part  thereof; (b) inventions (whether patentable or not in any
country),  invention  disclosures,  improvements,  trade  secrets,  proprietary
information,  know-how, technology and technical data; (c) copyrights, copyright
registrations, mask works, mask work registrations, and applications therefor in
any  country,  and  all other rights corresponding thereto throughout the world;
and  (d)  any  other  proprietary  rights  anywhere  in  the  world.

     1.11     "Licensed  Patents" means the U.S. patent application #10/711,980,
               -----------------
dated  October  18,  2004,  titled  "A  Method  of  Producing  an economical and
Ecologically  Sound  Natural Immunobiotic Extract for Use as a Health Management
Instrument  and  a Replacement for Growth Promotion Antibiotics in Livestock and
Companion animals, and any and all reissues, divisions, continuations, renewals,
extensions  and  continuations-in-part  thereof.

     1.12     "Licensed  Products"  means  those  YBG  products made by LICENSEE
               ------------------
pursuant  to  the  YBG  Technology  licensed  under  this  Agreement.

     1.13     "Licensor  Marks" means "YBG Complex" a registered U.S. trademark,
               ---------------
serial  #78458281,  and  any  other  trademarks  or service marks, registered or
common  law,  owned  by  LICENSOR,  as  they  relate  to  YGB.

     1.14     "New YBG Plant" means any other  manufacturing  facility  that  is
               -------------
built and/or made operational for the purpose of using the YBG Technology as
defined in Section 4.2.

     1.15     "Performance  Minimum" means a monthly amount of sales of Licensed
               --------------------
Product measured by weight and shall not be less than 1,000 kilograms per month.
Measurement  of  Performance  Minimums will begin on the first anniversary after
the  Initial  YBG  Plant  produces  a  Biologically  Active  Commercial  Batch.

     1.16     "Right  of  First  Refusal" means the right in the Field of Use to
               -------------------------
build  and/or  make  operational  any  New  YBG  Plants.


                                        2
<PAGE>
     1.17     "Scientific  and  Efficacy  Trials"  are scientifically controlled
               ---------------------------------
tests conducted with specific aim at disproving a theory or proving a theory and
thus  increasing  certain  product  efficacy  or  purpose and/or for promotional
purposes.

     1.18     "YBG"  means  yeast  beta  glucan.
               ---

     1.19     "YBG Technology" means  the  proprietary  technology  owned  by
               --------------
LICENSOR,  including  any and all Intellectual Property Rights embodied therein,
used  for  the  purpose  of making and selling YBG.  YBG Technology includes the
Basic  Engineering  Package and Licensed Patents provided by LICENSOR under this
Agreement.

2.     Term of Agreement.
       -----------------

     2.1     Term.  This Agreement shall begin on the Effective Date and, unless
             ----
terminated  earlier  pursuant to Section 2.2 below, shall continue until October
18,  2024.

     2.2     Termination.  This  Agreement  can  be  terminated  as  follows:
             -----------

          (a)     Mutual  Consent.  This Agreement may be terminated at any time
                  ---------------
upon  mutual  consent of the parties, evidenced by a written agreement signed by
an authorized officer or representative of LICENSEE and by an authorized officer
or  representative  of  LICENSOR.

          (b)     For  Cause.  Either  Party  may  terminate this Agreement upon
                  ----------
written  notice  to  the  other  Party without advance notice if the other Party
materially  breaches  the  terms  of  this  Agreement and such default continues
uncorrected  for  a  period  of  30 days after notice in writing thereof to such
other  Party.  LICENSEE  agrees  that failure to meet Performance Minimums for a
consecutive  six  month  period  shall  be  a material breach of this Agreement.

          (c)     Change  of  Control.  LICENSOR  shall  have  the  option  to
                  -------------------
immediately  terminate this Agreement upon the occurrence of a Change of Control
with  respect  to  the  LICENSEE.

     2.3     Effect of Termination or Expiration.  Termination of this Agreement
             -----------------------------------
shall  not release either Party from the obligation to pay any sums to the other
Party whether then or thereafter due or operate to discharge any liability which
has been incurred by such Party prior to the effective date of such termination.
In  the  event  of  such  termination,  LICENSEE  shall, at LICENSOR's election,
promptly return to LICENSOR or destroy all tangible materials related to the YBG
TECHNOLOGY  then in LICENSEE's possession, and cease the manufacture and sale of
Licensed  Products.  If LICENSEE destroys such materials, LICENSEE shall provide
to  LICENSOR  promptly after receipt by LICENSEE of the request from LICENSOR to
return  or  destroy  such materials, a certificate and photographs if requested,
signed  by  an officer of LICENSEE stating that all copies of such materials, in
whole  or  in  part,  have  been  destroyed.

3.     Obligations of LICENSOR.
       -----------------------

     3.1     Grant  of  Licenses.  Subject  to  the  terms  of  this  Agreement,
             -------------------
LICENSOR  shall  grant  to  LICENSEE  those rights necessary to produce Licensed
Products,  as  such  rights  are  explicitly  set  forth  in  Article  5  below.

     3.2     Grant  of  Right  of  First Refusal.  LICENSOR grants to LICENSEE a
             -----------------------------------
Right  of  First  Refusal, provided, however, that if LICENSEE fails to meet the
Performance  Minimums  for  four  consecutive  months,  then  the Right of First
Refusal  shall  automatically  terminate.

     3.3     Basic Engineering Package. Within 60 days after the Effective Date,
             ------------------------
LICENSOR  shall  deliver  to  LICENSEE  a  Basic  Engineering  Package.


                                        3
<PAGE>
     3.4     Support  and Training.  For the Initial YBG Plant, and each New YBG
             ---------------------
Plant,  LICENSOR  will use good faith efforts to provide the following services:

          (a)     Provide  input/recommendations on overall plan/building design
and  on-site  visits  if  required  at  cost  (e.g., travel, lodging and meals).

          (b)     Assist  in  operator  training  during  production  of  a
Biologically  Active  Commercial  Batch,  provided  that  LICENSEE  shall pay or
reimburse  LICENSOR,  as  applicable,  for  any  out-of-pocket costs incurred in
providing  such  services,  including  travel,  hotel  and  meals.

          (c)     Assist LICENSEE in drafting a Good Manufacturing Practices and
Quality  Control  manual.

          (d)     Provide  analysis  to assist LICENSEE in determining which raw
materials  are  appropriate  to  use  to  manufacture  Licensed  Products.

          (e)     Assist  in  identifying  which  laboratories  should  perform
quality  control  services  on the Licensed Products, and, if necessary, provide
reasonably  requested  services  to  establish  quality  control  processes  for
Licensed  Products.

          (f)     Provide access to ongoing product support, product improvement
and  upgrades  or  design  improvements  to  the YBG Technology at a rate, to be
negotiated  by  the  parties  in  good  faith.

          (g)     Provide  such  other  tasks  related  to  the construction and
operation  of  the  Initial  YBG  Plant  and  any  New YBG Plants, on a time and
materials basis, as LICENSEE may reasonably request from time to time during the
term  of  this  Agreement.

4.     Obligations of LICENSEE.
       -----------------------

     4.1     The Initial YBG Production Plant. LICENSEE shall build, install and
             --------------------------------
operate  a  YBG  producing  plant  in  the state of Georgia, United States that,
within  10  months  after  the  Effective  Date,  is  capable  of producing 2000
kilograms of  YBG  per month (the "INITIAL YGB PLANT").  LICENSEE shall bear all
                                   -----------------
costs  associated  with  the  Initial  YGB  Plant.

     4.2     Additional YBG Production Plants. From time to time during the term
             --------------------------------
of  this  Agreement,  LICENSEE may notify LICENSOR of its intent to build one or
more YBG plants in the United States, utilizing the LICENSOR Technology (each, a
"NEW YBG PLANT").  LICENSEE shall bear  all  costs  associated with each New YGB
 -------------
Plant.  Each  YBG  Plant, and the use of YBG Technology associated with such New
YGB  Plant,  shall  be  governed  by  the  terms  of  this  Agreement.

     4.3     Primary  Marketing  Responsibilities.  LICENSOR  shall have primary
             ------------------------------------
responsibility  for  all  marketing  and  sales  activities  related to Licensed
Products.  Additionally, within 60 days after the Effective Date, LICENSEE shall
provide  to  LICENSOR  a  Licensed  Product marketing plan for the Field of Use.

     4.4     Payment  Terms.  All  payments  shall  be  made  in  US  Dollars.
             --------------

          (a)     License  Fee.  LICENSEE  shall  pay  to  LICENSOR  the  sum of
                  ------------
$100,000  U.S.  dollars  as  a  license  fee  for the YBG Technology licensed to
LICENSEE  for  the  Initial YBG Plant ("INITIAL LICENSE FEE").  For each New YBG
                                        -------------------
plant  licensed  by  LICENSEE  hereunder,  LICENSEE  shall  pay  to  LICENSOR an
additional  $50,000  U.S  dollars.  The  Initial License Fee shall be payable as
follows:

               (i)     $50,000  due 30 days after the "EFFECTIVE DATE" on page 1
                                                       --------------
of  this  agreement.

               (ii)     $50,000 due 90 days after the "EFFECTIVE DATE" on page 1
                                                       --------------
of  this  agreement.


                                        4
<PAGE>
          (b)     Royalty  Fees.  On  a  quarterly  basis during the duration of
                  -------------
this  contract,  LICENSEE  shall  pay to LICENSOR a royalty fee of seven and one
half percent (7 1/2%) of Gross Sales ("ROYALTY FEE"). Royalty Fees shall be paid
                                       -----------
on  a calendar quarter basis.  No later than 30 days after the end of a calendar
quarter,  LICENSEE  shall remit to LICENSOR the total amount of Royalty Fees due
for that quarter.  Along with the payment of Royalty Fees, LICENSEE shall report
to  LICENSEE  the  amount of Licensed Products manufactured by LICENSEE for such
quarter  and  the  total  amount  of  Royalties  Fees  due  for  such  quarter.

          (c)     Taxes.  In addition to the fees payable under Section 4.4 (a),
                  -----
and  the  royalties payable under Section 4.4 (b), LICENSEE shall pay all sales,
use,  VAT,  withholding,  consumption or other taxes, duties, tariffs, levies or
fees  imposed  as  a  result of the payment to LICENSOR of such fees, other than
taxes  measured  by  LICENSOR's  income.

          (d)     Records  and  Audit.  LICENSEE  shall  keep and maintain full,
                  -------------------
true,  and  accurate  records  containing  all  data  reasonably  required  for
verification  of  amounts to be paid, and the quantity of Licensed Products made
and  sold.  Once a year (measured from the Effective Date), and upon at least 45
days'  prior notice LICENSOR shall have the right, during normal business hours,
to  cause an independent mutually agreeable third party to audit and analyze the
relevant  records  of  LICENSEE to verify compliance with the provisions of this
Section  4.4.  The  audit  shall  be  conducted at LICENSOR's expense unless the
results  of such audit establish that inaccuracies in the quarterly reports have
resulted  in  underpayment  to  LICENSOR  of  more than ten percent (10%) of the
amount actually due in any quarter, in which case LICENSEE shall pay all amounts
due  and  bear  the  expenses  of  the  audit.

     4.5     Necessary  Governmental  Permits  and  Related  Certifications.
             --------------------------------------------------------------

          (a)     Export  Permits.  In  exercising its license rights hereunder,
                  ---------------
LICENSEE  shall  cooperate  with  LICENSOR  as  reasonably  necessary  to permit
LICENSOR  to  comply  with the laws and administrative regulations of the United
States  and  all other relevant countries, relating to the control of exports of
commodities  and  technical data ("EXPORT LAWS").  LICENSEE will not import, nor
                                   -----------
export  or  re-export  directly or indirectly (including via remote access), any
part  of the YBG Technology into or to any country for which a validated license
is  required  for such import, export or re-export under applicable Export Laws,
without first obtaining such a validated license.  LICENSEE will defend LICENSOR
against  any  and all Claims, and Indemnify LICENSOR against any and all Losses,
arising  from  or  otherwise  in respect of any asserted violation of the Export
Laws  by  LICENSEE.

          (b)     GRAS.  LICENSEE  shall  use  its  best  efforts  to obtain and
                  ----
maintain  FDA  "generally  regarded  as  safe"  (GRAS)  status  for its Licensed
Products.


     4.6     Site  Visits.  Upon LICENSOR'S reasonable request from time to time
             ------------
during  the  term of this Agreement, LICENSEE shall provide LICENSOR with access
during  business  hours to the Initial YBG Plant and any New YBG Plants, for the
purpose  of  touring  such  operating  facilities  ("SITE  VISITS").  LICENSEE
                                                     ------------
acknowledges  that  third  parties  may accompany LICENSOR on any Site Visit, so
long  as  such  third  party  is  not  a  competitor  of  LICENSEE.


     4.7     Best Efforts.  LICENSEE shall exert its best efforts to manufacture
             ------------
market  and  sell  Licensed Products and shall further exert its best efforts to
increase  and  extend the commercialization of Licensed Products in the Field of
Use.

     4.8     Sales  Back  to  LICENSOR.  Upon LICENSOR's request, LICENSEE shall
             -------------------------
sell  Licensed  Products  to LICENSOR at LICENSEE's cost plus ten percent (10%).

5.     License Grants.
       --------------

     5.1     Limited  Patent  License.  LICENSOR  hereby  grants to LICENSEE the
             ------------------------
right  and  license, in the Field of Use, to produce, process, make or otherwise
manufacture,  to  use,  and  to  sell  Licensed  Products  embodying  or made in
accordance  with  any  of  the  Licensed  Patents.


                                        5
<PAGE>
     5.2     Know-how  License.  LICENSOR  hereby  grants  to  LICENSEE  a
             -----------------
nonexclusive  right  and  license  to  use  any other technology or confidential
information  owned or controlled by LICENSOR that may be useful or necessary for
LICENSEE  to produce, process or otherwise manufacture, or use, or sell Licensed
Products.

     5.3     Trademark  License.  Subject to and in accordance with this Section
             ------------------
5.3,  and  in  connection  with  the  exercise of license rights granted herein,
LICENSEE  may  use LICENSOR's name or any other License Mark in or on packaging,
advertising,  marketing,  technical,  World  Wide Web ("WWW") page(s), and other
printed  or  electronic materials (individually and collectively, the "MARKETING
                                                                       ---------
MATERIAL(S)"),  for  informative purposes only.  LICENSEE shall use the Licensor
-----------
Marks  in  accordance  with  applicable  trademark  laws and LICENSOR's policies
regarding  advertising  and trademark usage as established and amended from time
to  time.

          (a)     LICENSOR's  Right to Change Licensor Marks.  From time to time
                  ------------------------------------------
during  the  term  of  this  Agreement, LICENSOR reserves the right, WITHOUT ANY
LIABILITY  TO  LICENSEE,  to  add  to,  amend  or  delete  a  Licensor  Mark.

          (b)     Display  of  the  Licensor  Marks.  In  connection  with  any
                  ---------------------------------
exercise of trademark use rights, LICENSEE shall only display the Licensor Marks
in one or more "Approved Trademark Displays;" namely Marketing Materials bearing
the  Licensor  Marks  in  such  form  and  style and with such notice of product
registration,  as may be approved by LICENSOR.  In any event, LICENSEE shall use
footnotes  or  other  notations to indicate LICENSOR's ownership of the Licensor
Marks.

          (c)     Use  of  Other Marks.  LICENSEE shall use its own trademark(s)
                  --------------------
in  any Marketing Materials related to License Products.  LICENSEE agrees not to
use  any  other trademark or service mark in proximity to or in combination with
any  Licensor  Marks  without  the  prior  written  approval  of  an  authorized
representative  of  LICENSOR.

          (d)     No  Use  of Confusingly Similar Marks.  LICENSEE shall not use
                  -------------------------------------
or  adopt,  during the term of this Agreement nor at any time thereafter, in its
business,  in its business name, in its trading style, or in any of its services
or  on  any  of  its  products any trademark, service mark, name, style or dress
which is so similar to, or so nearly resembles any of the Licensor Marks, or any
other  trademark,  service mark, trade name, trade dress or label of LICENSOR as
to be likely to cause or as to be calculated to cause deception or confusion, or
which is graphically or phonetically similar to or is derived from or based upon
any  of  the  Licensed  marks.

          (e)     No  Use  of  Marks in LICENSEE's Name.  LICENSEE shall not use
                  -------------------------------------
any  of  the  Licensor  Marks  in  LICENSEE's  firm  name  or in any trade name,
trademark,  service  mark,  or  trade dress of LICENSEE.  Neither shall LICENSEE
use, in its stationery, letterhead, marketing materials or otherwise, any of the
Licensor  Marks  in  such  a  way  as  may cause any confusion to third parties.

          (f)     Ownership  of  the  Licensor  Marks.
                  -----------------------------------

               (i)     LICENSEE  acknowledges  the validity of LICENSOR's right,
title and interest in and to the use of the Licensor Marks, including LICENSOR's
right  to  register  or  to  have  registered  as the owner of any or all of the
Licensor  Marks  under  the  laws  of  any  jurisdiction.

               (ii)     LICENSEE  acknowledges and agrees that, apart from those
license  rights  granted  under  this Agreement, LICENSEE shall not be deemed to
acquire  any other right, title or interest in or any right to the use of any of
the  Licensor  Marks  during or after the term of this Agreement.  All such uses
and  goodwill  associated with the Licensor Marks will inure to the sole benefit
of  LICENSOR  in  any  and all jurisdictions.  LICENSEE shall take all necessary
steps  to  ensure  their  employees  and agents comply with all of the terms and
conditions  herein.

               (iii)     LICENSEE  agrees  to use reasonable efforts to promptly
notify  LICENSOR  of any unauthorized use of the Licensor Marks by third parties
as  it  comes  to  LICENSEE's  attention.  LICENSOR  shall  have  the


                                        6
<PAGE>
sole  right  and  discretion  to  bring  legal  or administrative proceedings to
enforce LICENSOR's trademark rights including actions for trademark infringement
or  unfair  competition  proceedings  involving the trademarks.  LICENSEE agrees
never  to  contest  LICENSOR's  rights  in  and  to the Licensor Marks, never to
contest the validity of any registration thereon, and never to use or aid in the
use  of  any  of  the  Licensor  Marks  other  than  as  licensed  herein.

               (iv)     LICENSEE  shall  not at any time do or cause to be done,
or  omit  to  do or be done, any act or deed in any way impairing or intended to
impair  any part of such right, title or interest of LICENSOR or of the validity
of  any  of  the  Licensor  Marks  in  any  jurisdiction.

     5.4     Grant-back  License.  If LICENSEE makes any improvements to the YBG
             -------------------
Technology,  LICENSEE  agrees  to  license  back  to  LICENSOR  all Intellectual
Property  Rights  embodied  in  such  improvements  on non-discriminatory terms.

     5.5     No  Reverse  Engineering  or  Copying.  Except  as may be expressly
             -------------------------------------
permitted  by  this  Agreement,  LICENSEE  shall  not  copy,  duplicate, reverse
engineer,  reverse assemble, reverse compile, decompile, disassemble, record, or
otherwise  reproduce  any  part  of YBG Technology, nor attempt to do any of the
foregoing,  without the prior written consent of an authorized representative of
LICENSOR.  Any  tangible  embodiments of YBG Technology that may be generated by
LICENSEE,  either  pursuant to or in violation of this Agreement, will be deemed
to be Confidential Information.  To the extent expressly permitted by applicable
law or treaty, LICENSEE may copy Confidential Information for backup or archival
purposes,  and/or as an essential step in utilizing the Confidential/Proprietary
Information,  but  for  no  other  purpose.

     5.6     Intellectual Property Rights Relating to YBG Technology.  Ownership
             -------------------------------------------------------
and  all  right,  title  and interest in and to any Intellectual Property Rights
relating to the YBG Technology are and shall remain vested solely in LICENSOR or
its  suppliers;  provided,  however,  that  LICENSEE  may  use such Intellectual
                 --------
Property  Rights  to  the  extent  and  only to such extent necessary to perform
LICENSEE's  duties  hereunder and to exercise the license rights granted herein.
Therefore,  without  limiting  the  generality  of the foregoing, LICENSEE shall
strictly  abide by the following provisions: (a) LICENSEE shall not unreasonably
challenge,  directly  or  indirectly, in any manner whatsoever, the right, title
and  interest  of  LICENSOR  in  and  to the YBG Technology, nor the validity or
enforceability of such rights under all applicable laws; (b) LICENSEE shall not,
directly  or indirectly, register, apply for registration, or attempt to acquire
in  its  name any legal protection in any jurisdiction for the YBG Technology or
any  proprietary  rights  therein,  or  take any other action that may adversely
affect  LICENSOR's right, title or interest in or to the YBG Technology; and (c)
LICENSEE  shall  not  sell  or  otherwise transfer the YBG Technology, except as
expressly authorized herein.  LICENSOR RESERVES ALL RIGHTS NOT EXPRESSLY GRANTED
HEREIN.

6.     Marketing and Disclosures of Information.
       ----------------------------------------

     6.1     Public Announcements.  The parties may disclose in a general manner
             --------------------
the  fact that this Agreement has been entered into, but no YBG Technology shall
be  disclosed.  Any  such announcements shall include a statement, among others,
that  LICENSEE  is adopting LICENSOR's YBG Technology to make Licensed Products.
No  such  announcements  are  required.

     6.2     Confidentiality.  Each  Party  acknowledges  that  in the course of
             ---------------
performing  its  duties under this Agreement, it may obtain information from the
other  Party  that  is  of  a  confidential and proprietary nature and therefore
requires  that  certain  steps  be  taken  to  ensure  its protection.  LICENSEE
acknowledges  that  the  YBG Technology is Confidential Information.  Each Party
shall  at  all times, both during the term of this Agreement and for a period of
five (5) years after termination of this Agreement, keep in confidence and trust
all  such  Confidential Information using the same standard of care it uses with
its  own  information of this nature, but in no event less than reasonable care.
Each  Party agrees not to disclose Confidential Information to any consultant to
or  employee  who  does  not have the need to know same to perform work for such
Party  and  who  is  not  Party  to an agreement with such Party to maintain the
confidentiality  of  the  Confidential  Information.  The  term  "Confidential
Information"  shall  not  include  information  which:


                                        7
<PAGE>
          (a)     is  previously  rightfully  known  to the non-disclosing Party
without  restriction  on  disclosure;

          (b)     is  or  becomes,  from no act or failure to act on the part of
the  non-disclosing  Party,  generally  known in the relevant industry or public
domain;

          (c)     is disclosed to the non-disclosing Party by a third party as a
matter  or  right  and  without  restriction  on  disclosure;

          (d)     is  developed by the non-disclosing Party independently of and
without  reference  to  the  Confidential  Information  of the disclosing Party;

          (e)     is  rightfully obtained by the non-disclosing Party from third
parties  authorized  to  make  such  disclosure  without  restriction;  or

          (f)     is identified by the disclosing Party as no longer proprietary
or  confidential.

7.     Allocation of Risk.
       ------------------

     7.1     Warranties.  LICENSOR  represents  and warrants to LICENSEE that as
             ----------
of  the  date  hereof:

          (a)     LICENSEE  does not need any license or right which is owned by
LICENSOR not already provided under this Agreement, which is necessary or useful
for  LICENSEE  to  use  or  practice  the  Licensed  Patents.

          (b)     To  LICENSOR's  knowledge,  the  rights  granted  to  LICENSEE
hereunder  are sufficient to enable LICENSEE to make and sell Licensed Products.

          (c)     LICENSOR  has  the  right  to sublicense or license the rights
licensed  and  granted  to  LICENSEE  and  its Affiliates in and to the Licensed
Patents under this Agreement without violating (i) the terms of any agreement or
arrangement  to  which  LICENSOR is a party, or (ii) to LICENSOR's knowledge the
right  or  rights  of  any  third  party.

     7.2     Disclaimer  Of  All  Other  Warranties  And  Representations.  The
             ------------------------------------------------------------
express  warranties  and express representations set forth in this Agreement are
in  lieu  of, and EACH PARTY DISCLAIMS ANY AND ALL OTHER WARRANTIES, CONDITIONS,
AND/OR  REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), INCLUDING ANY AND
ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NONINFRINGEMENT, MERCHANTABILITY,
OR  FITNESS  OR  SUITABILITY FOR ANY PURPOSE WHETHER OR NOT THE WARRANTING PARTY
KNOWS,  HAS  REASON  TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF
ANY  SUCH PURPOSE, WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE
IN  THE  TRADE,  OR  BY  COURSE  OF  DEALING  OR  PERFORMANCE.

     7.3     Indemnification.  LICENSEE  shall  defend,  indemnify  and  hold
             ---------------
harmless LICENSOR, its employees, officers, and agents, from and against any and
all  Claims,  and against any and all liabilities, demands, suits, costs, losses
or damages, including legal costs and attorney's fees, arising or resulting from
or  in connection with the acts and omissions of the LICENSEE, or the negligence
or  willful  misconduct  of  the  LICENSEE,  except  to  the  extent  that  such
liabilities, demands, suits, costs, losses or damages, including legal costs and
attorney's  fees,  arise  as  the  result  of  the  gross  negligence or willful
misconduct  of  the  LICENSOR or arise as a result of acts or omissions LICENSEE
takes  in accordance with the instruction or direction of the Licensor. LICENSOR
shall defend, indemnify and hold harmless LICENSEE, its employees, officers, and
agents, from and against any and all claims and against any and all liabilities,
demands,  suits,  costs, losses or damages, including legal costs and attorney's
fees,  arising  or  resulting from the gross negligence of the LICENSOR, willful
misconduct  of  the  LICENSOR, or acts or omissions LICENSEE takes in


                                        8
<PAGE>
accordance  with  the  instruction  or  direction  of  the  LICENSOR.  The
indemnification  obligation  set  forth  herein shall survive the termination of
this  Agreement.

     7.4     Damages  Exclusion.  Independent  of,  severable  from,  and  to be
             ------------------
enforced  independently  of  any other enforceable or unenforceable provision of
this  Agreement,  AND  EXCEPT  FOR  ANY APPLICABLE INDEMNITY OBLIGATIONS HEREIN,
NEITHER  PARTY  WILL  BE  LIABLE  TO THE OTHER PARTY (NOR TO ANY PERSON CLAIMING
RIGHTS  DERIVED  FROM  THE  OTHER PARTY'S RIGHTS) FOR INCIDENTAL, CONSEQUENTIAL,
SPECIAL,  PUNITIVE,  OR EXEMPLARY DAMAGES OF ANY HIND WHATSOEVER (INCLUDING LOST
PROFITS,  LOSS  OF  BUSINESS,  OR  OTHER  ECONOMIC DAMAGE, AND FURTHER INCLUDING
INJURY TO PROPERTY), AS A RESULT OF BREACH OF ANY WARRANTY OR OTHER TERM OF THIS
AGREEMENT,  WHETHER  IN  AN ACTION IN CONTRACT, TORT OR OTHERWISE, REGARDLESS OF
WHETHER THE PARTY LIABLE WAS ADVISED, HAD REASON TO KNOW, OR IN FACT KNEW OF THE
POSSIBILITY  OF  SUCH  DAMAGES.

     7.5     Maximum  Aggregate  Liability.  Independent of, severable from, and
             -----------------------------
to be enforced independently of any other enforceable or unenforceable provision
of this Agreement, IN NO EVENT SHALL EITHER PARTY'S LIABILITY TO THE OTHER PARTY
(INCLUDING  LIABILITY  TO  ANY  PERSON(S) WHOSE CLAIM(S) ARE BASED ON OR DERIVED
FROM  A  RIGHT OR RIGHTS CLAIMED BY SUCH OTHER PARTY, EXCEED IN THE AGGREGATE OF
ALL  CLAIMS  ARISING FROM OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, IN
CONTRACT  (INCLUDING  BREACH  OF WARRANTY), TORT (INCLUDING STRICT LIABILITY AND
NEGLIGENCE),  OR  OTHERWISE  (WITH  THE  EXCEPTION  OF  THOSE  INDEMNIFICATION
OBLIGATIONS  SPECIFIED  HEREIN,  FOR WHICH THERE WILL BE NO LIMIT OF LIABILITY),
THE  GREATER  OF  (A)  THE TOTAL AMOUNT RECEIVED BY LICENSOR FROM LICENSEE UNDER
THIS  AGREEMENT,  OR  (B)  THE  AMOUNT  OWED  LICENSOR  HEREUNDER.

8.     General Terms.
       -------------

     8.1     Governing  Law.  This  Agreement  is entered into in PEI Canada and
             --------------
this  Agreement  shall  be governed by and construed in accordance with the laws
the  province  of  PEI  Canada,  without  reference  to  its  conflicts  of  law
provisions.

     8.2     Waiver.  A  waiver by either Party of any term or condition of this
             ------
Agreement  or  any  breach  thereof, in any one instance, shall not be deemed or
construed  to  be  a  waiver  of such term or condition or any subsequent breach
thereof.

     8.3     Force  Majeure.  Neither  Party shall be deemed to be in default of
             --------------
any  provision  hereof  or  be liable for or to the extent any delay, failure in
performance  (excepting  the  obligation  to  pay)  or  interruption  of service
resulting  directly  or  indirectly from act of war, act of God, act of civil or
military  authority,  civil disturbance or any other cause beyond its reasonable
control.

     8.4     Relationship  of the Parties.  Except as expressly provided herein,
             ----------------------------
the  relationship  between  LICENSOR  and  LICENSEE  is  that  of  independent
contractors  and  neither  Party,  nor  its agents or its employees shall be nor
represent  itself  to  be,  the franchisor, joint venturer, franchisee, partner,
broker, employee, servant, agent, or legal representative of the other Party for
any  purpose  whatsoever.  Except  as  expressly  provided herein, neither Party
shall have the right to bind the other Party, transact any business in the other
Party's  name  or  in  its behalf or incur any liability for or on behalf of the
other  Party.

     8.5     Attorneys'  Fees.  If  any dispute arises under this Agreement, the
             ----------------
prevailing  Party  shall  be reimbursed by the other Party for any and all legal
fees  and  costs associated therewith, excluding any attorney's fees required to
be  indemnified  pursuant  to  Section  7.3  above.


                                        9
<PAGE>
     8.6     Headings.  The  headings  to  the  sections  of  this Agreement are
             --------
included merely for convenience of reference and shall not affect the meaning of
the  language  included  therein.

     8.7     Amendment.  No  provisions  of  this  Agreement  may  be altered or
             ---------
amended  unless  such alteration or amendment is in writing and executed by duly
authorized  officers  of  both  parties,  except  where  otherwise  specifically
provided  for  in  this  Agreement.

     8.8     Survival.  The  covenants  contained  in  this  Agreement which, by
             --------
their  terms,  require  or  contemplate  performance  by  the  parties after the
expiration or termination of this Agreement shall be enforceable notwithstanding
said  expiration  or  termination.

     8.9     Assignment.  LICENSEE  may not assign this Agreement in whole or in
             ----------
part,  by  operation  of  law  or  otherwise,  without the prior express written
consent  of  LICENSOR.  This  Agreement shall be binding upon and shall inure to
the  benefit  of  the  parties,  their  successors  and  permitted assigns.  Any
attempted  assignment  of  rights,  duties,  or obligations hereunder, except in
accordance  with  this  Agreement,  shall  be  null  and  void.

     8.10     Counterparts.  This  Agreement  may be executed in counterparts or
              ------------
by  facsimile,  each  of  which  shall be an original, but all of which together
shall  constitute  one  agreement.

     8.11     Entire  Agreement.  This  Agreement,  together  with its exhibits,
              -----------------
constitutes  the entire agreement and understanding between the parties relating
to  the subject matter hereof, supersedes all other agreements, oral or written,
heretofore made between the parties with respect to such subject matter, as well
as the standard terms and conditions in any LICENSEE purchase order form and any
other  terms  and conditions of purchase proposed by LICENSEE.  If any provision
in  this  Agreement  should  be  held illegal or unenforceable by a court having
jurisdiction,  such  illegal or unenforceable provision shall be modified to the
extent  necessary to render it enforceable without losing its intent, or severed
from this Agreement if no such modification is possible, and other provisions of
this  Agreement  shall  remain  in  full  force  and  effect.

     8.12     Controlling  Language.  This  Agreement is in the English language
              ---------------------
only,  which  language  shall  be  controlling in all respects, and all versions
hereof  in  any  other language shall not be binding on the parties hereto.  All
communications  and notices to be made or given pursuant to this Agreement shall
be  in  the English language.  Les parties aux presentes confirment leur volonte
que cette convention de meme que tous les documents y comprise tout avis qui s'y
rattache,  soient  rediges  en  langue  anglaise.

     8.13     Injunctive  Relief.  Each Party acknowledges that any violation by
              ------------------
that  Party of its covenants in this Agreement relating to Intellectual Property
Rights  or  noncompetition  would  result  in  damage to the other Party that is
largely  intangible  but  nonetheless  real,  and  that is incapable of complete
remedy  by  an award of damages.  Accordingly, any such violation shall give the
other  Party  the right to a court-ordered injunction or other appropriate order
to  specifically  enforce  those  covenants.  The  Party  against  whom any such
injunction  is entered agrees to pay to the other Party any reasonable expenses,
including  attorney  fees,  incurred  in obtaining such specific enforcement (in
addition  to  any  other  relief  to  which  the  other  Party may be entitled).

     8.14     Notices.  Any  notice,  request,  demand,  or  other communication
              -------
required  or  permitted  hereunder shall be in writing and shall be deemed to be
properly  given upon the earlier of (a) actual receipt by the addressee, (b) ten
(10)  days after deposit in the applicable country mail, postage prepaid, or (c)
three (3) days after deposit in an overnight industry courier, to the respective
parties  at the addresses set forth herein or to such other person or address as
the  parties  may  from  time to time designate in writing delivered pursuant to
this  section.

     8.15     Dispute  Resolution.  All  disputes  arising out of this Agreement
              -------------------
shall  be determined in accordance with the International Commercial Arbitration
Act  (R.S.P.E.I).


                                       10
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the Effective Date.

PROGRESSIVE PROBIOTICS, INC.           BIOAGRA LLC.
("LICENSOR")                           ("LICENSEE")


/s/ Douglas A. Sidelinger\             /s/ Neal Bartoletta
-----------------------------          ------------------------------
(Signature)                            (Signature)
Douglas A. Sidelinger                  Neal Bartoletta
-----------------------------          ------------------------------
(Printed Name)                         (Printed Name)
President                              President
-----------------------------          ------------------------------
(Title)                                (Title)
April 13, 2005                         May 1, 2005
-----------------------------          ------------------------------
(Date)                                 (Date)


                                       11
<PAGE>
                                    EXHIBIT A
                            BASIC ENGINEERING PACKAGE

1.     Detailed  plot  plans,  equipment  layouts  (including elevation views if
required),  engineering  specifications  including  power, electrical, water and
waster  requirements  (e.g.,  material  and  energy  balances).

2.     Process  description/flow  diagrams  describing  process  flow, including
operating  parameters  (e.g.,  time,  temperature  and  pressure, estimated flow
rates).

3.     Equipment  list  (including  minimum  specifications)  and/or  related
instruments  and  suggested  list  of vendors for critical or proprietary items.

4.     Estimated  electrical  and  horsepower  consumptions  for  equipment  and
machinery.

5.     Related  P&ID's for process, piping routing and instrumentation diagrams,
including  legend/symbols  and  applicable  material  specifications.

6.     Minimal  quality  requirements/specifications  of  incoming  and finished
products.

7.     Material  safety  data  sheets for proprietary chemicals (if applicable).


                                       12