EX-10.5





Exhibit 10.5


COOPERATION AGREEMENT


This Agreement made effective as of 25th day of June 2008, between:


GLOBAL WARMING SOLUTIONS INC. carrying business under the laws of the State of Oklahoma, and having
its office at 1200 Smith Street Suite 1600, Houston, TX 77002, USA (hereinafter referred to as
“GWS”, which expression shall, unless repugnant to the context, include its successors and
permitted assigns)


And

The Spanish company “NORDLIGHT S.p.A.” (hereinafter, “NORDLIGHT”), having its registered
offices at: SS. Aretina, 29n 50065 Sieci (Fi), Italy with the Fiscal Identification Number:           



	1.1	 	WHEREAS





	 	i.	 	NORDLIGHT is engaged, among other activities, in the development,
production and commercialization of special lighting systems such as LEDs lights, etc.
	 
	 	 	 	GWS develops and commercializes technologies that help mitigate global warming and
its effect on our planet. The Company targets three areas that help reduce the extent of
global warming and fight issues that have risen in consequence clean energy, carbon
control, and water purification. GWS is engaged in the business of research and development
of red/infrared shelf life technology – “PureRay”. “PureRay” is the family of supplementary
lighting system designed by Dr. Vladimir Vasilenko (Patent pending, the US patent
application has been filled on December 7, 2007, Application Number is 61012336). This is
low power LEDs supplementary lighting system for the departments of green-grocery stores.
	 
	 	ii.	 	NORDLIGHT and GWS are hereinafter referred collectively and individually referred to
as “Parties” or “Party”.




 








 






The parties acknowledge each other’s legal capacity to enter into this Business
Cooperation Agreement (hereinafter, the “agreement”).



Broad terms of Agreement





	 	1.	 	NORDLIGHT and GWS have agreed to come together for the purpose of exclusive
development of “PureRay Lighting Systems” for fresh produce and other perishable
products (hereinafter referred to as the Products) as per agreed specifications
between the Parties. NORDLIGHT will be involved in building of preliminary and
functional prototypes with testing and fine tuning, validation and certification.
	 
	 	2.	 	GWS agrees to provide the entire literature (in English) and research data
developed and collected by them so far to NORDLIGHT.
	 
	 	3.	 	The relationship between GWS and NORDLIGHT as contemplated under this
AGREEMENT is personal and hence NORDLIGHT undertakes not to make any reference about
the supply of the Products in their advertising or product promotion without the
written consent of GWS.
	 
	 	4.	 	NORDLIGHT agrees not to sell the customized Products so developed by GWS to
any one other than a partner(s) disclosed to GWS, during the currency of this
agreement and thereafter.
	 
	 	5.	 	NORDLIGHT acknowledges that the right, title and interest in any intellectual
property used/developed rest jointly and exclusively with




 









 






	 	 	 	NORDLIGHT and GWS, and nothing should be done to alter the said intellectual property
without the consent of GWS.
	 
	 	6.	 	This AGREEMENT shall commence on June 2008, and remain valid for a period of
5 years. This writing is only an AGREEMENT between the Parties for initiating
necessary actions between the Parties and a detailed definitive Agreement will be
entered into between the Parties, which shall contain terms of this AGREEMENT and
other terms and conditions to be mutually agreed upon.





          purpose of the Agreement



Assembling of commercial prototypes of  PureRay Lighting Systems using the parts manufacturing by
NORDLIGHT or obtained from optoelectronic companies and others manufacturers of the lighting
systems




          intellectual property and rights





	1	 	Generally, GWS and NORDLIGHT recognize each other’s title to their
respective intellectual property rights and to other similar rights in any elements,
technology or know-how.






	2	 	NORDLIGHT shall not interfere at any time in the use of GWS exploitation, reproduction,
distribution, spread and public disclosure rights.






	3	 	NORDLIGHT expressly acknowledges that it does not acquire any rights in the trademarks,
logos, or, generally, in any intellectual property right of GWS by virtue of this
agreement.





          Confidentiality





	1	 	Both parties shall treat as confidential all and any data and information furnished
to them by the other party in the development and performance of this
agreement. Any data and information furnished by either of the parties shall
not




 









 






	 	 	be treated as confidential where (i) they are in the public domain or come into the public
domain, without entailing a breach for the disclosing party; (ii) they have been
created, supplied, discovered, developed or obtained by any party without using
confidential information from the other party; and (iii) they have been lawfully
received by the party disclosing them from a third party not bound to
confidentiality by the other party.



Any data and information resulting from the services provided by the GWS shall be
treated as confidential and it shall be delivered exclusively to the management of
SAS or a representative expressly designated by it.






	2	 	Both parties agree to return, delete or destroy any confidential information to
which they have had access, in the way indicated in writing by the other party,
regardless of the media on which it may be recorded.





          Early termination



This Agreement shall be terminated in advance, besides in the circumstances specifically
set forth in other clauses hereof, in the following circumstances:





	1	 	At any time, by mutual agreement between the Parties.
	 
	2	 	Termination of the agreement by either of the parties on the grounds of
breach of any of the obligations assumed by the other party hereunder, without
prejudice to the right of the injured party to choose to continue the agreement
and demand full performance by the other party of its obligations, in both cases
with payment of compensation for the damage caused by the breach.
	 
	 	 	In this event, the defaulting party shall have thirty [30] days to remedy the
situation. If on expiry of such period, in the opinion of the affected party, the
defaulting party has not put an end to its conduct or remedied the cause of its
breach, the affected party shall be legally entitled to exercise any right available
in law.





Ten. Effects of termination of the Agreement



Termination of this Agreement, irrespective of the way in which it occurs and the cause
thereof, shall have the following effects:





	1	 	The rights and obligations of the parties arising prior to the date of termination
shall not be affected.






	2	 	The clauses hereof that, pursuant to the agreement, subsist or are applicable after
termination shall continue in force and shall be observed by both parties.






	3	 	As a result of the termination of this agreement the parties shall not
indemnify the other party, for current or future loss of profit, or for expenses,
investments




 









 






	 	 	or commitments acquired in relation to it, unless willful misconduct or gross negligence.





          Assignment and subcontracting



NORDLIGHT may not assign, transfer nor subcontract to third parties its contractual
position herein, nor its rights and obligations hereunder without the prior written consent of
GWS.




          Expenses



All the expenses incurred in relation to the formalization of this agreement shall be
borne equally by the parties.




          Final recitals



No modification or amendment of this agreement shall be valid unless made in writing and
signed by each party.




          Notifications





	1	 	Any notifications are required to be sent under this Agreement shall be deemed to be
properly and sufficiently made if delivered personally with acknowledgement of receipt or if
sent by fax, electronic mail or registered letter with recorded delivery.






	2	 	The Parties’ addresses for the purposes hereof are the following:





	 	 	 
	 

	 	NORDLIGHT S.p.A;
	 

	 	SS. Aretina, 29n 50065 Sieci (Fi),
	 

	 	Italy
	 
	 	 
	 

	 	Global Warming Solutions, Inc
	 

	 	1200 Smith Street
	 

	 	Suite 1600
	 

	 	Houston, TX 77002
	 

	 	USA
	 
	 	 
	 

	 	For the attention of Mr. Vladimir Vasilenko
	 

	 	Telephone number: (1) 713-353-4676
	 

	 	Fax: (1) 713-353-4601
	 

	 	E-mail address: vladimir.vasilenko@globalwarmingsolutions.com






          Governing law and Settlement of disputes



This Agreement shall be governed and interpreted in accordance with Italian law.




 









 







The parties hereto, waiving their right to have recourse to their own jurisdiction, submit
to the jurisdiction of the Courts of Italy for the settlement of any disputes arising out
interpretation and performance of this agreement.



In witness whereof, the Parties have executed and signed this Agreement in two
original counterparts, each to the same effect, in the place and on the date first above written.




	 	 	 
	By NORDLIGHT S.p.A;

	 	By Global Warming Solutions, Inc.
	 
	 	 
	 

	 	 
	 

	 	      Mr. Vladimir Vasilenko