Exhibit
      10.2

    

      LICENSE
        AND OPTION AGREEMENT

       

      THIS
        AGREEMENT
        is made and entered into this 24th
        day of June 2008, by and between: 

      Carbon
        Capture Technologies, Inc.
        (CCTI
        *) (hereinafter referred to as the "LICENSEE") with its principal place of
        business at 2109 E. Palm Avenue, Tampa, Florida 33605 , and University of
        Ottawa, hereinafter referred to as the "LICENSOR"), and with its principal
        place
        of operation at 3042-800 King Edward Avenue, SITE, Ottawa, Ontario K1N 6N5
        Canada.

      


      WHEREAS
        LICENSOR
        is charged with management and licensing of intellectual properties developed
        at
        University of Ottawa and, under University of Ottawa intellectual property
        policy, inventions made by employees of University of Ottawa or made using
        the
        facilities of University of Ottawa are required to be assigned to University
        of
        Ottawa and managed by LICENSOR, and

      


      WHEREAS
        Dr.
        Abdelhhamid Sayari, and Dr. Peter Harlick ("INVENTORS") have developed novel
        adsorbents for the capture of carbon dioxide from a gas stream
        ("TECHNOLOGY");

      


      WHEREAS
        INVENTORS
        of the TECHNOLOGY have assigned all intellectual property rights in technology
        to
        LICENSOR;

      


      WHEREAS
        LICENSOR
        is the owner of all right, title, and interest in intellectual property,
        including, but not limited to, patent, and patent applications, know how
        and
        improvements set forth in Schedule “A” to this Agreement, and,

      


      WHEREAS
        LICENSOR
        understands and agrees that LICENSEE plans to be acquired in full within
        30 days
        by a third party company that is set up to commercialize TECHNOLOGY


      


      WHEREAS
        LICENSEE
and
        LICENSOR desire to establish a
        license
        to grant LICENSEE rights to use TECHNOLOGY to make, use and sell products
        and
        services in the fields of use, as set forth below;

      


      WHEREAS
        LICENSOR desires to grant to LICENSEE, and LICENSEE wishes to acquire, an
        option
        to obtain additional rights to subsequent technology or disclosures described
        in
        Schedule A and to certain patent rights and know-how of INVENTORS with respect
        thereto, subject to the terms and conditions set forth herein, with a view
        to
        developing and marketing products. 

       

      NOW,
        THEREFORE,
        in
        consideration of the promises and the covenants set forth herein, LICENSOR
        and
        LICENSEE agree as follows:

      


      I. DEFINITIONS
        

      


      The
        following definitions shall apply in the interpretation of this
        Agreement.

      


      1.1  “AFFILIATE”
of
        any
        company means any corporation which, directly or indirectly, controls or
        is
        controlled by, or is under direct or indirect common control with, such company;
        and for the purposes of this definition "control" (including "control by"
        and
        "under common control with") as used with respect to any corporation or company,
        shall mean the possession, directly or indirectly, of the power to direct
        or
        cause the direction of the management and policies of such corporation or
        company, through the ownership of more than 20% of the voting
        shares.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      1.2  “CALENDAR
        QUARTER” means
        the three-month periods ending March 31, June 30, September 30, or December
        31
        in any year.

      


      1.3  “LICENSED
        INTELLECTUAL PROPERTY” shall mean all the intellectual property and know how in
        the FIELD OF USE, including, but not limited to, all patents, patent
        application(s), and all continuations, divisions, reexaminations, reissues
        and
        extensions thereof both foreign and domestic, controlled by LICENSOR,
        all
        ideas, methods, inventions, characterization and techniques, specialized
        knowledge or confidential information, and experience, and improvements
        developed by the Inventor which are unpublished/non-disclosed. 

      


      1.4  “LICENSED
        PRODUCTS” shall mean any product in the FIELD OF USE that incorporates, is
        covered by or is made, in whole or part, by the use of the LICENSED INTELLECTUAL
        PROPERTY.

      


      1.5  “FIELDS
        OF USE” shall
        mean all
        fields
        of use for CO2
        adsorbents related to closed circuit breathing systems for health, rescue,
        and
        recreation, industrial gas streams, and all
        confined spaces (buildings, vehicles, aerospace, marine). 

      


      1.6  “EFFECTIVE
        DATE” shall
        mean the date of the Agreement set forth above.

      


      1.7  “LICENSED
        TERRITORY”
shall mean worldwide.

      


      1.8  “NET
        SALES” shall mean
        the amounts received by LICENSEE and its AFFILIATES and SUBLICENSEES from
        the
        use of LICENSED
        PRODUCTS,
        or the
        sale of LICENSED
        PRODUCTS,
        less
        (i) discounts or rebates actually allowed from the billed amount, (ii) credits
        or allowances actually allowed upon claims or returns, and (iii) taxes or
        other
        government charges included in the amounts billed. For non-cash and partial-cash
        sales, NET SALES shall include the fair market value of non-cash consideration
        received for such sale of the same quantity of LICENSED
        PRODUCTS.
        For
        sales not at arms-length, NET SALES shall be equal to the fair market price
        of
        such LICENSED
        PRODUCTS
        as when
        transferred in comparable arms-length transactions. In the event that
LICENSED
        PRODUCTS
        are used
        by LICENSOR rather than sold, the parties shall agree upon an appropriate
        NET
        SALES price for each such use on which to base a royalty
        calculation.

      


      1.9  “SUBLICENSEE”
shall
        mean
        any non-affiliated third party to whom LICENSEE has granted a Sublicense.
        “Sublicense” shall mean an agreement in which LICENSEE (i) grants or otherwise
        transfers any of the rights licensed to LICENSEE hereunder or other rights
        that
        are relevant to designing, developing, testing, making, using, or selling
        of
LICENSED
        PRODUCTS,
        (ii)
        agrees not to assert such rights or to sue, prevent or seek a legal remedy
        for
        the practice of same, (iii) assigns or otherwise transfers this Agreement
        and/or
        the rights acquired by it, or (iv) is under an obligation to grant, assign
        or
        transfer any such rights or non-assertion, or to forebear from granting or
        transferring such rights to any other entity, including licenses, option
        agreements, right of first refusal agreements, or other agreements.

      


      1.10  “SUBLICENSING
        REVENUE”
shall mean the fair market cash value of any and all consideration received
        by
        LICENSOR from SUBLICENSEE under its sublicense, including without limitation
        license issue fees and other licensing fees, option fees, milestone payments,
        minimum annual royalties, equity or other payments of any kind whatsoever
        (but
        excluding running royalties paid for NET SALES of LICENSED
        PRODUCTS
        by
        SUBLICENSEE), irrespective of whether such revenues are received in the form
        of
        cash, barter, credit, stock, warrants, release from debt, goods or services,
        licenses back, or any other form whatever.

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


       II.
         GRANT

      


      2.1  LICENSOR
        grants to
        LICENSEE an exclusive, royalty bearing license, extending to all of LICENSED
        TERRITORY, under LICENSED INTELLECTUAL PROPERTY to make, use, offer to sell,
        sell, and import LICENSED PRODUCTS throughout the term hereof in the FIELD
        OF
        USE. This grant shall be subject to the payment by LICENSEE to LICENSOR of
        all
        consideration as provided in this Agreement, and shall be further subject
        to the
        rights retained by LICENSOR to:

      


      a.   Publish
        the scientific findings from current or new research related to LICENSED
        INTELLECTUAL PROPERTY; and

       

      b.  To
        practice under the
LICENSED
        INTELLECTUAL PROPERTY
        for
        educational, research and other non-commercial internal purposes. Such
        reservation shall include the right to extend such right to practice under
        the
LICENSED
        INTELLECTUAL PROPERTY
        for
        educational and research purposes (but not any other non-commercial internal
        purpose) to subsequent employers of any of the Inventors, but only to the
        extent
        that such employers are research or educational institutions. Such reservation
        shall further include the right to provide technical information, and to
        grant
        licenses under the LICENSED
        INTELLECTUAL PROPERTY,
        to
        not-for-profit and governmental institutions for their internal research
        and
        scholarly use only.

      


      2.2  LICENSEE
        shall have the
        right to seek sublicenses subject to the terms and conditions of this agreement
        and as defined in Section VIII. LICENSEE will attach and incorporate by
        reference the provisions of this Agreement pertaining to payment obligations,
        patent applications, warranties, reporting requirements, and confidentiality,
        to
        any sub-license agreements entered into by LICENSEE. LICENSEE will provide
        LICENSOR with copies of the sub-license agreements evidencing a third party
        or
        SUBLICENSEE’S commitment to be bound by the terms and conditions of this
        Agreement and with sections pertaining to NET SALES prior to the execution
        of
        any sublicense agreement.

       

      2.3  This
        Agreement shall terminate on the later of 17 years from the EFFECTIVE DATE,
        or
        the date of the last of the LICENSED INTELLECTUAL PROPERTY to expire or to
        become publicly available, or by the terms specified in this
        Agreement.

       

      2.4  LICENSOR
        hereby grants to LICENSEE an option to obtain one or more exclusive, worldwide,
        royalty bearing licenses, under all or part of the LICENSOR Patent Rights
        (to
        the extent not exclusively licensed to LICENSEE in section 2.1) to make,
        to have
        made, to use, to sell, to import, to export and to have sold products related
        to
        subsequent technology or disclosures described in Schedule A and to certain
        patent rights and know-how of INVENTORS other than CO2
        adsorbents related to health care and industrial gas streams
        and a
        non-exclusive right to use the associated LICENSOR Technology in or outside
        the
        Field, with the right to sublicense. The period of time that LICENSEE may
        exercise said option shall begin on the Effective Date of this Agreement
        and
        shall expire 24 months following the Effective Date of this Agreement, or 60
        days prior to the expiration of priority years related to provisional or
        regular
        patent filings, whichever occurs first, (the "Option Period"). Upon receipt
        by
        LICENSOR of LICENSEE' written notice of its exercise of this option during
        the
        Option Period, the terms and conditions for such licensees) shall be negotiated
        in good faith during the following 90 days after exercise of the Option by
        the
        parties, such terms and conditions being typical for a license agreement
        between
        a university-licensor and an industry-licensee and consistent with LICENSOR's
        objective of having its technology productively used within a commercially
        reasonable time period and LICENSEE’s ability to productively use (or license
        for productive use) within a commercially reasonable time period; such terms
        and
        conditions shall include, for example, commercially reasonable terms and
        conditions for minimum annual royalties, dates by which various stages of
        commercial development are to have occurred, and a specification of the field
        in
        which the license is to be granted. All the option rights which LICENSEE
        has
        under this paragraph shall terminate on the anniversary date of the Effective
        Date of this Agreement unless included in the contemplated license signed
        by the
        first anniversary date or by a new extended date which is mutually agreed
        to and
        is either 30 days or 60 days from the anniversary date.

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      


      III.
        PAYMENT PROVISIONS

      


      3.1  LICENSEE
        agrees to pay
        LICENSOR a noncreditable, nonrefundable fee of $60,000 (the “License Fee”)due
        upon execution of the Agreement and, provided that the LICENSEE is not in
        default of this Agreement, such License Fee may be payable according to the
        appended payment schedule set forth in "Schedule B", provided that LICENSEE
        is
        not in default of the agreement. 

      


      3.2  Licensee
        agrees to pay
        LICENSOR for all documented patent prosecution costs for LICENSED INTELLECTUAL
        PROPERTY within 30 days of invoicing.

       

      3.3  LICENSEE
        agrees to pay to
        LICENSOR a running royalty of 3.0% based on the NET SALES of the LICENSED
        PRODUCTS by LICENSEE, AFILLIATES. 

       

      3.4  LICENSEE
        shall pay
        minimum annual royalties according to the following schedule: 

      


      
        	
                Year

              	
                Minimum
                  Royalty Payment 

              
	
                1st 

              	
                $
                  0            

              
	
                2nd 

              	
                $
                  10,000            

              
	
                3rd 

              	
                $
                  25,000            

              
	
                4th 

              	
                $
                  50,000            

              
	
                5th
                  &
                  each year thereafter until the end of the license term

              	
                $
                  100,000            

              


      

      


      Minimum
        annual royalties are fully creditable against earned royalties paid during
        the
        previous twelve-month period.

      


      3.5  LICENSEE
        shall pay LICENSOR 50% of all sublicense revenues (royalties, upfront fees,
        milestones, etc.) as described in Section 1.10, received from sublicensees.
        The
        sublicense royalties are not to fall below 1.5% (50% of 3%) of net sales
        that
        incorporate the licensed technology.

       

      3.6  In
        the
        case of a buyout or other change in majority ownership of LICENSEE, or a
        buyout
        of LICENSED PRODUCTS, all payment provisions are passed through, non-negotiable,
        and remain in effect for LICENSEE, sub-LICENSEE, or purchaser. LICENSEE shall
        inform any potential purchaser of this clause and present evidence to
        LICENSOR.

       

      3.7  If
        LICENSED INTELLECTUAL
        PROPERTY is not accepted as eligible or invalidated by a court of law or
        a
        countries patent office, LICENSEE shall pay only amounts accrued up until
        the
        date of such determination of invalidity.

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      IV.
        DILIGENCE AND PATENT PROSECUTION

      


      4.1  LICENSEE
        agrees to use
        all reasonable efforts and diligence to proceed with the development,
        manufacture, and sale or lease of LICENSED PRODUCTS and to diligently develop
        markets for the LICENSED PRODUCTS. LICENSEE also agrees to pursue with
        reasonable effort and diligence and is responsible for any future technological
        developments and potential applications for patents arising out of LICENSED
        INTELLECTUAL PROPERTY. 

      


      4.2  LICENSOR
        agrees to
        provide reasonable limited assistance to the LICENSEE in order to ensure
        an
        efficient transfer and implementation of the technology. LICENSEE may seek
        to
        retain the services of LICENSOR under separate contracts to assist in the
        technological developments and patent applications. LICENSEE may also retain
        services from members of the research team in separate personal services
        agreements subject to contractual obligations to their primary employer and
        / or
        the LICENSOR. 

      


      4.3  LICENSOR
        shall retain
        ownership of any future technological developments it funds, and of any patent
        and patent applications arising out of LICENSED INTELLECTUAL PROPERTY. In
        such
        event the development is funded and pursued jointly, LICENSOR and LICENSEE
        may
        jointly pursue ownership.

      


      4.4  LICENSEE
        shall be
        responsible for the cost of prosecution and maintenance of patents and
        copyrights during the term of this Agreement, subject to the limitations
        of
        paragraph 4.6. The LICENSEE and LICENSOR shall jointly select and retain
        patent
        counsel to prosecute and maintain patents and copyrights during the term
        of this
        agreement.. LICENSOR shall fully cooperate and assist LICENSEE in all related
        matters. 

      


      4.5  All
        patents, patent
        applications, and copyrights on the LICENSED INTELLECTUAL PROPERTY shall
        be,
        assigned to LICENSOR, and LICENSOR's interest therein shall be recorded in
        the
        Canadian and U.S. Patent and Trademark Offices and appropriate corresponding
        foreign patent offices.

      


      4.6  LICENSOR
        shall maintain
        direct authority to instruct retained patent agent in the prosecution of
        any
        patent or patent application arising out of the LICENSED INTELLECTUAL PROPERTY.
        LICENSOR will copy LICENSEE on all correspondence directing the retained
        patent
        agent relating to the LICENSED INTELLECTUAL PROPERTY using the same method
        of
        communication as used to direct the patent agent. LICENSEE shall not be
        responsible for patent costs incurred in response to instructions provided
        by
        LICENSOR to the patent agent after LICENSEE has provided a written notification
        to the patent agent and LICENSOR that it is not willing to incur the patent
        related expenses to be incurred in response to the instructions. LICENSEE
        remains responsible for costs incurred relating to the LICENSED INTELLECTUAL
        PROPERTY normally incurred as a matter of normal procedural activities carried
        out by the retained patent counsel, that are not a direct result of specific
        instructions provided by LICENSOR. 

      


      4.7  LICENSOR
        shall provide
        LICENSEE with copies of all papers received from and to be filed in the Canadian
        and U.S. Patent and Trademark Offices, and appropriate corresponding foreign
        patent and copyright offices.

      


      4.8  LICENSEE
        shall be
        entitled, in its discretion, to abandon any application or granted patent
        or
        copyright if it considers that the ongoing costs of the same are not justified,
        provided that LICENSEE notifies LICENSOR prior to such abandonment and allows
        LICENSOR opportunity to avoid such abandonment. In no event shall such
        reasonable opportunity be less than three (3) months prior to abandonment.
        If
        LICENSEE chooses to abandon an application or granted patent or copyright
        under
        this provision and LICENSOR, at its sole expense, continues pursuing the
        application, granted patent or copyright, LICENSEE shall retain no right
        to
        exclusively use or exclusively exploit the LICENSED INTELLECTUAL PROPERTY
        or any
        related copyright in the country, territory or jurisdiction which granted
        the
        patent or copyright.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      V.
        REPORTING OBLIGATIONS

      


      5.1  LICENSEE,
        within sixty
        (60) days after each CALENDAR QUARTER of each year, shall deliver
        to

      LICENSOR
        true and accurate reports, pertaining to NET SALES of LICENSED PRODUCTS,
        which
        shall include at least the following information:

       

      a)
        The
        identity of each LICENSED PRODUCTS being developed, manufactured, marketed
        and/or sold;

      b)
        The
        stage of development of each LICENSED PRODUCTS in each country in the LICENSED
        TERRITORY;

      c)
        The
        number of each LICENSED PRODUCTS manufactured and/or sold in each country
        in the
        LICENSED TERRITORY;

      d)
        NET
        SALES of LICENSED PRODUCTS sold by the LICENSEE and all SUBLICENSEES, prepared
        in accordance with generally accepted accounting principles, on a country
        by
        country basis, for each LICENSED PRODUCTS;

      e)
        Any
        and all deductions from NET SALES made by LICENSEE;

      f)
        Names
        and addresses of all SUBLICENSEES of LICENSEE;

      g)
        Total
        royalties due.

      


      5.2  Progress
        Report. On or
        before December 1 of each year until LICENSEE markets LICENSED PRODUCTS,
        LICENSEE shall make a written annual report to LICENSOR covering the preceding
        year, regarding the progress of LICENSEE toward commercial use of LICENSED
        PRODUCTS. Such report shall include, as a minimum, information sufficient
        to
        enable LICENSOR to ascertain progress by LICENSEE toward meeting the diligence
        requirements of Section 4.1.

      


      5.3  With
        each report
        submitted under Section 5.1 of this Agreement, LICENSEE shall make all payments
        to LICENSOR in US dollars due and payable under Section 3 of this Agreement.
        If
        no royalties are due, LICENSEE shall so report.

      


      5.4  LICENSEE
        shall be
        obligated to pay royalties on all LICENSED PRODUCTS that are either sold
        or
        produced under this license. LICENSEE also agrees to make a written report
        to
        LICENSOR within 90 days after the termination of the license pursuant to
        Section
        VII. LICENSEE shall continue to make reports concerning royalties on the
        sale of
        LICENSED PRODUCTS payable in accordance with Section III after termination
        of
        the license, until such time as all such LICENSED PRODUCTS produced under
        the
        license have been sold or destroyed. Concurrent with the submittal of each
        post-termination report, LICENSEE shall pay LICENSOR all applicable royalties.
        

      


      5.5  LICENSEE
        shall keep full,
        true and accurate books of account containing all particulars that may be
        necessary for the purpose of showing the amounts payable to LICENSOR hereunder.
        Said books of account shall be kept at LICENSEE's principal place of business.
        Said books and supporting data shall be open at all reasonable times for
        5 years
        following the end of the calendar year to which they pertain, to the inspection
        of LICENSOR or its agents for the purpose of verifying LICENSEE's royalty
        statement or compliance in other respects with this Agreement. Said records
        will
        include general ledger records showing cash receipts and expenses, and records
        which include production records, customers, serial numbers, and related
        information in sufficient detail to enable the royalties payable hereunder
        by
        LICENSEE to be determined. Such examination is to be made by LICENSOR or
        its
        designee, at the expense of LICENSOR. Should such inspection, however, lead
        to
        the discovery of a greater than five percent (5%) discrepancy in reporting
        to
        LICENSOR's detriment, LICENSEE shall pay the full cost of such inspection.
        LICENSEE shall pay any amounts such inspection reveals to be due and owing
        within thirty (30) days of the receipt of an invoice for it.

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      


      VI.
        INFRINGEMENT

      


      6.1  LICENSEE
        acknowledges and agrees that all rights licensed by the
        LICENSOR
        hereunder are licensed “as is” and without any representation, indemnification
        or warranty with respect to possible infringement of third party rights.
        In the
        event of a third party infringement action against either party with respect
        to
        any LICENSED INTELLECTUAL PROPERTY, LICENSEE will defend LICENSOR at LICENSEE’s
        expense, with the understanding that breaching such obligation may result
        in a
        default judgment against LICENSEE, its Affiliates, Sublicensees, and/or LICENSOR
        (however, LICENSEE’s failure to defend shall not prevent LICENSOR from defending
        itself). LICENSEE shall indemnify, defend and hold LICENSOR
        harmless
        from any such judgment, and without limitation shall pay any damages awarded
        in
        any judgment against LICENSOR. LICENSOR will cooperate as requested by LICENSEE,
        and will be compensated by LICENSEE for its reasonable out-of-pocket expenses
        incurred in such cooperation, which LICENSOR
        will
        only
        be required to expend if LICENSEE has approved same for reimbursement. No
        settlement, consent judgment, or other voluntary final disposition of any
        suit
        that would affect the validity, scope or enforceability of the LICENSED
        INTELLECTUAL PROPERTY, by estoppel, admission or otherwise, or the
        LICENSOR’
        rights
        in or to same, may be entered into without the consent of LICENSOR.

      


      6.2  LICENSEE
        and LICENSOR shall promptly inform each other in writing of any alleged
        infringement of the LICENSED
        INTELLECTUAL PROPERTY
        by a
        third party. 

      


      6.3  During
        the term of this agreement, LICENSOR will have the right, but shall not be
        obligated, to prosecute at its own expense all infringements of the LICENSED
        INTELLECTUAL PROPERTY
        and, in
        furtherance of such right, LICENSOR will include LICENSEE, upon agreement
        by
        LICENSEE, as a party plaintiff in any such suit, at LICENSEE’S expense. Each
        party shall bear its own costs of prosecuting any such infringement action,
        shall be entitled to prove and recover any damages, and distribution shall
        be
        governed by Section 6.4. Upon mutual agreement of the parties, each may assign
        to the other its right to sue for past, present, or future infringement of
        the
LICENSED
        INTELLECTUAL PROPERTY,
        and to
        agree to a method to allocate damages recovered by the assignee of such
        rights.

      


      6.4  LICENSOR
        or LICENSEE
        shall have three (3) months after having been notified of any alleged
        infringement to investigate whether infringement can be established. If LICENSOR
        determines that infringement exits, then it shall have three (3) months to
        negotiate in good faith with the alleged infringer to resolve the dispute.
        At
        the end of such period, if the dispute has not been resolved, LICENSOR shall
        have forty-five (45) days to commence prosecuting an infringement action
        (the
        filing period). If LICENSOR determines that infringement can be established
        and
        (a) at any time decides not to pursue an action against the alleged infringer,
        or (b) fails to commence prosecuting an action before the end of the filing
        period, then LICENSOR shall notify LICENSEE of its intention not to bring
        suit
        against any alleged infringer in the LICENSED TERRITORY. In those events
        only,
        LICENSEE shall have the right but shall not be
        obligated, to prosecute at its own expense any infringement of the LICENSED
        INTELLECTUAL PROPERTY,
        and
        LICENSOR hereby agrees at its discretion and upon terms to be mutually agreed
        by
        the parties, to either be named as a plaintiff in any such proceedings or
        to
        assign its rights to sue for infringement. LICENSEE shall pay all of LICENSOR’S
        costs and reasonable attorney fees incurred in such action. No settlement,
        consent judgment, or other voluntary final disposition of the suit shall
        be
        entered into without the consent of LICENSOR, which consent shall not be
        unreasonably withheld. LICENSEE hereby indemnifies LICENSOR against any order
        for costs or attorney fees that may be made against LICENSOR in such proceedings
        instituted by LICENSEE.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      6.5  In
        the event that
        LICENSOR shall undertake the enforcement and/or defense of the LICENSED
        INTELLECTUAL PROPERTY
        by
        litigation, any monetary recovery by LICENSOR, shall be divided equally between
        LICENSOR and LICENSEE, after recovering of attorneys and court costs. In
        the
        event that LICENSEE undertakes the enforcement and/or defense of the
LICENSED
        INTELLECTUAL PROPERTY
        by
        litigation, any monetary recovery by LICENSEE shall be shared equally with
        LICENSOR, after recovering of attorneys and court costs.

      


      6.6  In
        any infringement suit
        that either party may institute to enforce the LICENSED
        INTELLECTUAL PROPERTY
        pursuant
        to this Agreement, the other party hereto shall, at the request of the party
        initiating such suit and upon reasonable notice, cooperate in all respects
        and,
        to the extent possible, have its employees testify when requested and make
        available relevant records, papers, information samples, models, specimens
        and
        the like.

      


      6.7  LICENSEE,
        during the
        exclusive period of this Agreement, shall have the sole right, subject to
        approval by LICENSOR, which shall not be unreasonably withheld, in accordance,
        with the terms and conditions herein to sublicense any alleged infringer
        in the
        LICENSED TERRITORY for future use of LICENSED
        INTELLECTUAL PROPERTY.
        Prior
        to the distribution of sublicensing fees received from an alleged infringer
        as
        specified in Section III, LICENSOR shall be compensated for any and all expenses
        incurred by it, if any, in that regard prior to the commencement of the
        sublicense with the infringer.

      


      6.8  In
        the event of any legal
        action alleging invalidity or noninfringement of any of the LICENSED
        INTELLECTUAL PROPERTY
        shall be
        brought against LICENSEE, or LICENSOR, LICENSOR, at its option, shall have
        the
        right within thirty (30) days after the commencement of such action, to join
        with LICENSEE or initiate defense of the action at its own expense. If LICENSOR
        chooses not to intervene, LICENSEE shall have the option to intervene and
        take
        over the sole defense at its own expense.

      


      


       VII.
        TERMINATION

      


      7.1  The
        provisions of this
        Agreement, having come into force on the Effective Date, shall, unless
        terminated earlier for any reason, continue in force in accordance with their
        respective terms as indicated in Section 2.3.

      


      7.2  LICENSEE
        may terminate
        this Agreement at any time by giving LICENSOR ninety (90) days written notice.
        In the event of termination of this Agreement by LICENSEE, LICENSEE shall
        have
        no further rights under this Agreement; however, LICENSEE will remain obligated
        for the License Fee, any royalties due, or other expenses incurred up until
        the
        date of termination including royalty on sale of inventory in stock after
        the
        date of termination. 

       

      7.3  LICENSOR
        may terminate
        this Agreement if LICENSEE:

      
        	
              	a.	
                Fails
                  to pay on the due date any sum due under Section 3 of this Agreement
                  and
                  fails to correct such default within ninety (90) days after receipt
                  of
                  written notice of default by
                  LICENSOR;

              


      

      
        	
              	b.	
                Fails
                  to provide reports on the due date specified under Section 5 of
                  this
                  Agreement or fails to satisfy the reasonable effort and diligence
                  requirement as specified in Section 4.1 and fails to correct such
                  default
                  within ninety (90) days after receipt of written notice of default
                  by
                  LICENSOR;

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        	
              	c.	
                Files
                  for bankruptcy protection in any jurisdiction in which it has operations,
                  makes any proposal for the benefit of its creditors generally,
                  makes any
                  filing for protection from creditors or to allow for restructuring
                  or
                  reorganization or ceases to actively carry on
                  business.

              


      

       

      7.4
        Notwithstanding the above, this Agreement and the licenses granted herein
        shall
        immediately and automatically terminate without notice in the event LICENSEE,
        or
        its AFFILIATES, SUBLICENSEES or other party acting under authority of LICENSEE,
        violates any provision of the Indemnification and Insurance articles. A
        termination occurring under this paragraph shall occur and become effective
        at
        the time of the violation that causes such termination, and LICENSEE and
        its
        Affiliates and Sublicensees shall have no right to continue clinical trials
        or
        complete production and sale of LICENSED PRODUCTS. Notwithstanding the
        foregoing, to the extent that such rights are still available for licensing,
        LICENSOR shall have the right to reinstate the effectiveness of this Agreement
        by obtaining the required insurance, whereupon this Agreement shall
        automatically become effective as of the date of reinstatement of said
        insurance, and shall remain in full force and effect without any further
        action
        of the parties hereto until termination or expiration of this Agreement
        according to its terms.

      


      7.5  Either
        party may
        forthwith terminate this Agreement by written notice to the other
        if:

      
        	
              	a.	
                Anything
                  analogous to any of the foregoing under the law of any jurisdiction
                  occurs
                  in relation
                  to that other party; or

              


      

      
        	
              	b.	
                If
                  the other party ceases, or threatens to cease, to carry on
                  business.

              


      

      


      7.6  Upon
        termination or
        expiration of this agreement, for any reason, Licensee shall
        immediately:

      
        	
              	a.	
                Pay
                  any outstanding portion of the License Fee;


              


      

      
        	
              	b.	
                Pay
                  royalties accrued or accruable to the date of termination or
                  expiration;

              


      

      


      7.6.5   
        Further,
        notwithstanding the termination or expiration of this Agreement by either
        party
        for any reason, the following provisions shall continue in full force and
        effect
        after said termination or expiration:

      
        	
              	a.	
                Any
                  cause of action or claim of LICENSEE or LICENSOR, accrued or to
                  accrue,
                  because of any breach or default by the other party shall survive
                  termination or expiration; and

              


      

      
        	
              	b.	
                The
                  provisions of Sections V, and Paragraphs 9.6, and 9.8, and any
                  other
                  provisions that by their nature are intended to survive after termination
                  or expiration.

              


      

      


      7.7  If
        LICENSOR terminates
        the Agreement, LICENSEE shall have no claim to the use of the LICENSED
        INTELLECTUAL PROPERTY.

       

      7.7  No
        relaxation,
        forbearance, delay or indulgence by either party in enforcing any of the
        terms
        of this Agreement or the granting of time by either party to the other shall
        prejudice, affect or restrict the rights and powers of the former hereunder
        nor
        shall any waiver by either party of a breach of this Agreement be considered
        as
        a waiver of any subsequent breach of the same or any other provision
        hereof.

      


      7.8  The
        rights to terminate
        this Agreement given by this clause shall not prejudice any other right or
        remedy of either party in respect of the breach concerned (if any) or any
        other
        breach.

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      


      VIII.
        SUBLICENSE(S)

      


      8.1  If
        LICENSEE is unable or
        unwilling to serve or develop a potential market or market territory for
        which
        there is a willing SUBLICENSEE(s), LICENSEE will, upon LICENSOR's approval,
        negotiate in good faith a sublicense(s) hereunder.

      


      8.2  Any
        sublicense(s) granted by LICENSEE under this Agreement shall be subject and
        subordinate to terms and conditions of this Agreement, except:

      


      
        	
              	a.	
                Sublicense
                  terms and conditions shall reflect that any SUBLICENSEE(s) shall
                  not
                  further sublicense; and

              


      

      
        	
              	b.	
                The
                  earned royalty rate specified in the sublicense(s) may be at higher
                  rates
                  than the rates in this Agreement.

              


      

      


      8.3  Any
        such
        sublicense(s) also shall expressly include the provisions pertaining to payment
        obligations, patent applications, warranties, reporting requirements, and
        confidentiality, for the benefit of LICENSOR and provide for the transfer
        of all
        obligations, including the payment of royalties specified in such sublicense(s),
        to LICENSOR or its designee, in the event that this Agreement is
        terminated.

      


      8.4   LICENSEE
        agrees to provide LICENSOR a copy of any sublicense granted pursuant to Section
        VIII.

      


      


      IX.
        MISCELLANEOUS

      


      9.1  Nothing
        in this Agreement
        shall create, or be deemed to create, a partnership, or the relationship
        of
        principal and agent, between the parties.

      


      9.2  Notice
        of Bankruptcy.
        LICENSEE must provide notice to LICENSOR of its intention to file a voluntary
        petition in bankruptcy, or of another's intention to file an involuntary
        petition in bankruptcy, said notice to be received by LICENSOR at least sixty
        (60) days prior to the filing of such a petition. A party's filing without
        conforming to this requirement shall be deemed a material, pre-petition
        incurable breach.

      


      9.3  Assignment.
        With the
        exception of this transaction, and the planned acquisition of the LICENSEE,
        so
        long as LICENSEE is not in breach of this Agreement in any respect, LICENSEE
        may
        assign or otherwise transfer this Agreement and/or the rights acquired by
        it
        hereunder upon obtaining consent from the LICENSOR for the same (such consent
        will not be unreasonably withheld), to the extent that such assignment or
        transfer is accompanied by a sale or other transfer of LICENSEE’S entire
        business, regardless of whether such transfer is in the form of a sale of
        the
        LICENSEE’S assets, a sale of the majority shares of LICENSEE’S Equity, a merger,
        an equity exchange, or other form of transfer. LICENSEE shall give the LICENSOR
        written notice of LICENSEE’S intent to assign or transfer this Agreement thirty
        (30) days prior to completion of such assignment or transfer, along with
        a copy
        of such assignment agreement, pursuant to which such assignee or transferee
        shall have agreed in writing to be bound by the terms and conditions of this
        Agreement. Upon completion of such assignment or transfer, LICENSEE shall
        immediately provide the LICENSOR with payment of any License Fee payments
        outstanding according to the Payment Schedule listed in Appendix B, and
        thereafter the term “LICENSEE” as used herein shall include such assignee or
        transferee.  If LICENSEE shall sell or otherwise transfer its entire
        business, and the transferee shall not have agreed in writing to be bound
        by the
        terms and conditions of this Agreement, or the Agreement and/or the rights
        acquired by it hereunder upon obtaining consent from the LICENSOR and such
        transferee do not agree upon new licensing terms and conditions, within sixty
        (60) days of such sale or transfer, the LICENSOR shall have the right to
        terminate this Agreement.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      9.4  Subject
        to Section 9.3 of
        this Agreement, the clauses are personal to the parties and neither party
        may
        assign, mortgage, charge or license any of its rights hereunder, nor may
        either
        party sub-contract or otherwise delegate any of its obligations hereunder,
        except with the prior written consent of the other party.

      


      9.5  LICENSEE
        shall (i) to the
        extent reasonably practical, place in a conspicuous location on all patented
        PRODUCTS made pursuant to this Agreement a patent notice in accordance with
        35
        U.S. C. §287 consisting of the word "Patent" or "Patents" and the number or
        numbers of the United States patent or patents licensed hereunder and (ii)
        comply in all respects with the laws of the country of manufacture, and/or
        sale
        of the LICENSED INTELLECTUAL PROPERTY with respect to marking such PRODUCTS
        so
        as to ensure LICENSOR of full protection and rights under such laws. LICENSEE
        shall include the provisions of this clause in all sub-licenses with third
        parties and Affiliates.

      


      9.6  LICENSEE
        shall at all
        times during the term of this Agreement and thereafter indemnify, defend
        and
        hold LICENSOR, its trustees, directors, officers, employees and affiliates
        harmless against all claims, proceedings, demands and liabilities, including
        legal expenses arising out of the death of or injury to any person or persons
        or
        out of any damages to property resulting from the research, development,
        production, manufacture, sale, modification, use, import or advertisement
        of
        LICENSED PRODUCTS or arising from any obligation of LICENSEE
        hereunder.

      


      9.7  In
        the event that
        LICENSEE or a sub-LICENSEE of LICENSEE conducts studies involving human subjects
        and LICENSED INTELLECTUAL PROPERTY, and upon commencement of commercial sales
        of
        LICENSED PRODUCTS, LICENSEE shall obtain and carry in full force and effect
        commercial, general liability insurance which shall protect LICENSEE and
        LICENSOR with respect to events set forth above. Such insurance shall be
        written
        by a reputable company authorized to due business in the United States, shall
        list LICENSOR as an additional named insured thereunder, shall be endorsed
        to
        include PRODUCTS liability coverage and shall require reasonable written
        notice
        to be given to LICENSOR prior to any cancellation or material change thereof.
        The limits of such insurance shall not be less than one million dollars
        ($1,000,000) US per occurrence with an aggregate of three million dollars
        ($3,000,000) US for personal injury or death, and one million dollars
        ($1,000,000) US per occurrence with aggregate of three million dollars
        ($3,000,000) US for property damage. LICENSEE shall provide LICENSOR with
        Certificates of Insurance evidencing same.

      


      9.8  Disclaimers.
        Nothing in
        this Agreement shall be construed as (i) a warranty or representation by
        the
        LICENSOR
        as to
        the validity or scope of any LICENSED INTELLECTUAL PROPERTY, (ii) a warranty
        or
        representation that anything made, used, imported, developed, promoted, offered
        for sale, sold, or otherwise disposed of under any license granted in this
        Agreement does not or will not infringe patents, trade secrets or other
        proprietary rights of third parties; (iii) an obligation to bring or prosecute
        actions or suits against third parties for infringement; (iv) conferring
        the
        right to use in advertising, publicity or otherwise any trademark, trade
        name,
        or names, or any contraction, abbreviation, simulation or adaptation thereof
        of
        LICENSOR; (v) conferring by implication, estoppel or otherwise any license
        or
        rights under any patents of LICENSOR other than the LICENSED INTELLECTUAL
        PROPERTY; (vi) any other representations or warranties, either express or
        implied, unless specified in this Agreement. LICENSOR DISCLAIMS AND MAKES
        NO
        EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
        PURPOSE WITH RESPECT TO THE LICENSED RIGHTS, OR ANY LICENSED
        PRODUCTS.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      9.9  For
        the purposes of this
        Agreement "Force Majeure” means any circumstances beyond the reasonable control
        of either party including, without limitation, any strike, lock-out, or other
        form of industrial action. If either party is affected by Force Majeure,
        it
        shall forthwith notify the other party of the nature and extent thereof.
        Neither
        party shall be deemed to be in breach of this Agreement, or otherwise be
        liable
        to the other, by reason of any delay in performance, or the non-performance,
        of
        any of its obligations under this Agreement, to the extent that such delay
        or
        non-performance is due to any Force Majeure of which it has notified the
        other
        party, and the time for performance of that obligation shall be extended
        accordingly. If the Force Majeure in question prevails for a continuous period
        in excess of six (6) months, the parties shall enter into bona fide discussions
        with a view to alleviating its effects, or to agreeing upon such alternative
        arrangements as may be fair and reasonable.

      


      9.10  LICENSEE
        shall not use
        the names or trademarks of LICENSOR, nor any adaptation thereof, nor the
        names
        of any of its employees, in any advertising, promotional or sales literature
        without prior written consent obtained from LICENSOR, in each case, except
        that
        the LICENSEE may state that it is a LICENSEE of LICENSOR with respect to
        the
        LICENSED INTELLECTUAL PROPERTY and it may cite published scientific literature
        by employees of LICENSOR that pertains to the LICENSED INTELLECTUAL
        PROPERTY.

      


      9.11  All
        Notices shall be made
        in writing to the individuals and addresses noted below, and shall be sent
        by
        certified mail, returned receipt requested. If the individual to whom notices
        are to be given, or address where notices are to be sent changes for any
        party,
        that party shall promptly notify the other party accordingly.

      


      Attention:
        Joel Edelson

      President

      Carbon
        Capture Technologies, Inc.

      2109
        E.
        Palm Avenue

      Tampa,
        Florida 33605

      


      Attention:
        D. Joseph Irvine

      Director

      Office
        of
        Technology Transfer & Business Enterprise

      University
        of Ottawa

      800
        King
        Edward Avenue (3042), SITE

      Ottawa,
        Ontario K1N 6N5 Canada 

      


      


      9.12  This
        Agreement contains
        the entire and only agreement and understanding between the parties and
        supersedes all preexisting agreements between them respecting its subject
        matter. Any representation, promises, or condition in connection with such
        subject matter that is not incorporated in this Agreement shall not be binding
        on either party. No modification, renewal, waiver, and no termination of
        this
        Agreement or any of its provisions shall be binding upon the party against
        whom
        enforcement of such modification, renewal, waiver or termination is sought,
        unless made in writing and signed on behalf of such party by one of its duly
        authorized officers. As used herein, the word "termination" includes any
        and all
        means of bringing an end prior to its expiration by its own terms of this
        Agreement, or any provisions thereof, whether by release, discharge, abandonment
        or otherwise.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      9.13  This
        Agreement shall be
        construed, governed, interpreted and applied in accordance with the laws
        of the
        Province of Ontario and Canada as applicable, except that questions affecting
        the construction and effect of any patent shall be determined by the law
        of the
        country in which the patent was granted. Any legal action or proceeding relating
        to this Agreement or any document or instrument related hereto shall be brought
        only in the courts of the Ontario, Canada, and by its execution and delivery
        of
        this Agreement, LICENSOR hereby accepts for itself and in respect to its
        property, generally and unconditionally, the jurisdiction of the aforesaid
        courts.

      


      9.14  This
        Agreement may be
        executed in one or more counterparts and any party hereto may execute any
        such
        counterparts each of which shall be deemed an original and all of which,
        taken
        together, shall constitute but one and the same document. It shall not be
        necessary in making proof of this document or any counterpart hereof to produce
        or account for any of the other counterparts.

      


      9.15  Time
        shall always be of
        the essence.

      


      9.16  The
        provisions of this
        Agreement are severable, and in the event that any provisions of this Agreement
        shall be determined to be invalid or unenforceable under any controlling
        body of
        the law, such invalidity and unenforceability shall not in any way affect
        the
        validity or enforceability of the remaining provisions hereof. In the event
        the
        validity or unenforceability of any provision of this Agreement is brought
        into
        question because of the decision of a court of competent jurisdiction, LICENSOR,
        by written notice to LICENSEE may revise the provision in question or may
        delete
        it entirely so as to comply with the decision of said court.

      


      9.17  The
        failure of either
        party to assert a right hereunder or to insist upon compliance with any term
        or
        condition of this Agreement shall not constitute a waiver of that right or
        excuse a similar failure to perform any such term or condition by the other
        party.

      


      9.18  All
        reports and documents
        to be forwarded to LICENSOR shall be in the English Language.

      


      9.19  All
        payments required
        under this Agreement shall be made in U.S. Dollars. LICENSEE agrees to pay
        interest of 1.5% per month, the interest being compounded monthly, or two
        hundred fifty dollars ($250.00), whichever is greater, on any delinquent
        payments to LICENSOR. LICENSEE shall calculate the correct late payment charge,
        and shall add it to each such late payment. LICENSEE shall pay for all costs
        and
        reasonable attorneys fees incurred by LICENSOR in collecting payments due
        to
        LICENSOR. 

      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties have caused this Agreement to be executed in
        duplicate as first above written.

      


      


      AGREED
        AND ACCEPTED:

      


      


      CARBON
        CAPTURE TECHNOLOGIES INC.:

      

        
          	
                  By:
                    

                		
                  Date: 
                    June 24, 2008

                


        

        


        


        


        UNIVERSITY
          OF OTTAWA

        


        


        


        
          	
                  By:
                    

                	/s/
                  D. Joe Irvine	
                  Date:
                    June 25, 2008 

                


        

      

       

      
 

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      Schedule
        “A”

      Patents
        and Patent Applications 

      


      	·  	
              WO2006094411
                & WO2004054708; Inventors: Abdelhamid Sayari, Ph.D. and Peter Harlick,
                Ph.D.; titled “FUNCTIONALIZED ADSORBENT FOR REMOVAL OF ACID GASES AND USE
                THEREOF” and “AMINE MODIFIED ADSORBENT, ITS PREPARATION AND USE FOR DRY
                SCRUBBING OF ACID GASES” 

            


      	·  	
              Know-how
                owned by LICENSOR
                necessary to assist in bringing the technology to market in areas
                where
                patent coverage does not exist.

            


      	·  	
              Intellectual
                property related to the high pressure use of mesoporous materials
                such as
                MCM 41, as outlined in the draft paper entitled "Insights
                into the adsorption of dry CO2 on MCM-41 silica at room
                temperature"

            


      


      .

      Schedule
        "B"

      Payment
        Schedule for License fee

      


      1.
        $30,000 is payable 12 months from the EFFECTIVE DATE.

      


      2.
        $30,000 is payable 24 months from the EFFECTIVE DATE.

       

       

      
        
          
          

        

        
          15