Exhibit 10.5

Agreement

        This Agreement is entered into effective the 29th day ofAugust, 2002, by and between DDS Technology, Ltd., a private limited companyorganized and in good standing pursuant to the laws of the United Kingdom,(herein referred to as the "Licensor"), and DDS Holdings, Inc., a corporationorganized and in good standing pursuant to the laws of Nevada (herein referredto as "Licensee").

WITNESSETH:

        WHEREAS, the owner of the Europeanpatent application, serial number 02425336.1, which was filed with the EuropeanPatent Office on May 28, 2002 (herein referred to as the "EPO Application")has irrevocably assigned to the Licensor (the assignment document is attachedhereto) any and all rights connected to the utilization of the technologydescribed in the EPO Application; and 

        WHEREAS, the owner of the EPO Application has also undertaken to transfersuch patent to the Licensor once it will be issued from the competent office;and 

        WHEREAS, the EPO Application describes certaintechnology related to **Longitudinal Micrometric Separator For ClassifyingSolid Particulate Materials** (Separatore Micrometrico Longitudinale per laClassificazione di Materiali Solidi Particolati)and Licensor has other technology, all of which is of interest to Licensee (allsuch technology referenced in this paragraph being referred to herein as the"Technology"); and

        WHEREAS, Licensee wishes to acquire an exclusivelicense of the Technology in North America, Central America, and South America,including the Caribbean but excluding Cuba~~~~(herein referred to as the "Geographic Area"), and wishes toacquire the right to protect and seek protection of all intellectual propertyrights (herein referred to as the "IP Rights") for the Geographic Area; and

        WHEREAS, Licensor is willing to grant to Licensee anexclusive license and the right to protect and seek protection of the IP Rightsfor the Geographic Area under the terms and conditions set forth herein;

        NOW, THEREFORE, in consideration of the premises, the agreements, covenantsand conditions contained herein, the parties hereto agree as follows:

        1.  As used in this Agreement, the followingterms shall have the following meanings:

        (a) "Active Principle" shall mean a substanceproduced by the Technology from naturally occurring substances that may be addedto a pharmaceutical, cosmetic or other products to produce a stabilizing effecton the product. 

        (b) "Effective Date" of this Agreement shallmean the date appearing in the first sentence of this Agreement.

        (c) "Period" means three months. The firstPeriod beginning on the Effective Date.

        (d) "Profit" is the amount paid by a customer toLicensee minus normal business expenses, including but not limited to officeoperation expenses, travel expenses, taxes and commissions. 

        (e) "Term" means the date on which the last patent obtained in theGeographic Area for the Technology identified in the EPO Application expires.

        2. Licensor hereby grants to Licensee anexclusive license to make and have made, subject tosection 4 of this Agreement, and to use, offer to sell, sell, license, rent, anddistribute products embodying the Technology and any improvements to theTechnology throughout the Geographic Area, and - subject to Licensor's priorwritten consent which, however, cannot be unreasonably withheld - to grantsub-licenses hereunder, for the Term of this Agreement. Licensor acknowledges ithas developed and continues to develop products embodying the Technology, andagrees to make available to the Licensee all information needed in connectionwith the sale, license, rental or distribution of such products pertaining totheir functioning and utilization. Licensor agrees to provide a reasonableamount of training to Licensee regarding the manufacture and use of suchproducts. The parties agree that all costs associated with providing suchtraining shall be billed to Licensee for payment , and that the bill will not bein excess of the costs incurred in providing such training. 

        3. Licensor hereby grants to Licensee the rightto file and prosecute on behalf of Licensor, patentapplications covering the Technology and any improvements to the Technology inthe patent offices authorized to issue patents within any portion of theGeographic Area. Licensee will bear the cost of prosecuting such patentapplications, and Licensee will bear the cost of maintaining such patentapplications. Licensor shall make available to Licensee any informationregarding the Technology, including but not limited to detailed drawings, onlyto the extent such information is required by the competent patent office forthe issuing of the relevant patent covering the Technology. Any patent to beissued in the Geographic Area covering the Technology shall bear the name of theLicensor exclusively.

        4. Licensee agrees to satisfy its need forproducts embodying the Technology by purchasing such products from Licensor foras long as Licensor produces such products, and Licensor agrees to sell suchproducts to Licensee for a price equal to Licensor's manufacturing cost. IfLicensor is unable to satisfy Licensee's need for products embodying theTechnology, Licensee is authorized to manufacture products embodying theTechnology under Licensor's supervision. Licensee shall inform Licensor aboutthe quantity of products needed and Licensee is not authorized to manufacturesuch products if Licensor has not previously communicated to the Licensee thatLicensor is unable to satisfy Licensee's needs. Licensee acknowledges thatmanufacturing of the **Longitudinal Diffusers** shall in any event beperformed directly by Licensor. Furthermore, Licensee maypurchase Active Principle from Licensor, and Licensor agrees to sell such ActivePrinciple to Licensee for a price equal to Licensor's manufacturing cost, andProfits derived from the sale of such Active Principle shall be subject tosection 6.

        5. Licensor agrees to file PCT patentapplications pursuant to the Patent Cooperation Treaty for the Technology andany improvements to the Technology, and to bear the costs associated withprosecuting such PCT patent applications. The PCT patent applications shalldesignate all possible states and regions so that a national phase patentapplication may be filed in any patent office that recognizes PCT patentapplications. National phase patent applications shall be subject to section 3.The PCT patent applications will demand examination and examination report shallbe shared with Licensee. 

        6. In exchange for complying with thisAgreement, Licensee shall pay Licensor the following:

        (a) The sum of $200,000 (two-hundred thousandUnited States dollars), payable upon execution of this Agreement by bothparties. 

        (b) The sum of $300,000 (three hundred thousandUnited States dollars), payable thirty (30) days following execution of thisAgreement by both parties.

        (c) 3,500,000 (three million, five hundredthousand) shares of common stock in Licensee, which is approximately 25% of thefully diluted shares of common stock. It should be noted that actions may betaken that will result in a transformation of Licensee's common stock intopublicly traded stock. Licensee shall not take any action which would diluteLicensor disproportionately to any other founder. 

        (d) 49% (forty-nine percent) of the net Profits derived from the saleof products embodying the Technology during a Period.

        (e) 24% (twenty-four percent) of the net Profitsderived from the licensing and rental of products embodying the Technologyduring a Period. 

        (f) 49% (forty-nine percent) of net Profitsderived from the sale of materials that are produced by machines embodying theTechnology and subsequently sold for use in producing pharmaceutical additive,cosmetics or other products during a Period. 

        (g) Licensor and Licensee shall maintain the same price structure forthe machines embodying the Technology. The current price is US $1,500,000.00.

        Furthermore, Licensee shall pay to a charity designatedby the parties (herein referred to as the "Charity") 2% (two percent) of netProfits derived from (i) the sale of products embodying the Technology during aPeriod, (ii) the licensing and rental of products embodying the Technologyduring a Period, and (iii) the sale of materials that are produced by machinesembodying the Technology and subsequently sold for uses in producingpharmaceutical additive, cosmetics or other products during a Period. Uponagreement of the parties, the Charity may be changed. The parties agree thatinitially the Charity shall be H.A.C. - Help America Central of Nicaragua 

        Sums due under section 6d, 6e, 6f and to the Charitypursuant to this section 6 shall be paid at the end of the month following theend of the Period. 

        7. Licensee and any sub-licensee shall keep trueand complete books of account sufficient for calculation of the amounts dueunder section 6 above and to determine the accuracy of such calculation. Witheach payment due under section 6 above, Licensee shall furnish Licensor awritten report showing the total paid by customers to Licensee and the businessexpenses for the Period. Licensor shall have the right to have such books ofaccount examined by an independent certified public accountant (herein referredto as "CPA") during normal business hours of Licensee, but not more than once inany 12 month period, as may be necessary, to determine the correctness of any ofthe reports rendered by Licensee hereunder, provided, however that anyexamination with respect to such books of account shall be made within threeyears after the end of a Period, and further provided that such CPA shallmaintain confidential all information obtained from such examination.

        8. Subject to Licensor's prior written consentand provided, however, that such consent shall not be unreasonably withheld,Licensee may assign its rights and obligations under this Agreement to asuccessor to substantially the entire business of Licensee which agrees to bebound by the terms of this Agreement. Any other assignment or attemptedassignment by Licensee, without the prior written consent of Licensor, whetherby operation of law or otherwise, shall be void. Licensor may assign its rightsand obligations under this Agreement to a company that it forms for the purposeof seeking favorable tax treatment, provided that such a company agrees inwriting to this Agreement, and that it has the ability to uphold the obligationsof Licensor under this Agreement, and that the rights and obligations ofLicensee shall not be altered. Any other assignment or attempted assignment byLicensor, without Licensee's prior written consent - which, however, shall notbe unreasonably withheld - whether by operation of law or otherwise, shall bevoid. 

        9. Licensor may terminate this Agreement uponsixty (60) days prior written notice in the event of any default by Licenseeunder this Agreement, provided, however, that if Licensee corrects such defaultduring such 60 days then this Agreement shall continue in full force as if suchnotice had not been given. Licensee may terminate this Agreement upon sixty (60)days prior written notice in the event of any default by Licensor under thisAgreement, provided, however, that if Licensor corrects such default during such60 days, then this Agreement shall continue in full force as if such notice hadnot been given. 

        10. Licensee and Licensor shall promptly notifythe other party, in writing, of any infringement by a third party of patentsthat may issue for the Technology in the Geographic Area of which it becomesaware, and Licensee and Licensor shall discuss what action, if any, may beappropriate with respect to such infringement. If it is determined that there isin fact an infringement of such a patent, Licensee shall have the right to seeka cessation of such infringement, and the parties shall share equally in theexpenses and payments received in association with such cessation activities. IfLicensee decides not to seek a cessation of such infringement, Licensor shallhave the right to seek a cessation of such infringement, and the parties shallshare equally in the expenses and payments received in association with suchcessation activities. The parties shall use their reasonablecommercial efforts to cooperate with each other regarding inquiries into anyinfringement of the IP Rights associated with the Technology in the GeographicArea, to identify third parties responsible for such infringement to protect thecommercial goodwill related to the IP Rights and to obtain such damages forinfringement as are allowed by law. The Licensee shall use reasonable bestefforts to become aware of such third parties operating within the GeographicArea in countries where Licensee has significant operations, and Licensor shalluse reasonable best efforts to become aware of such third parties operatingoutside the Geographic Area in countries where Licensor has significantoperations.
        11. Uponexecution of this Agreement, the parties shall take actions designed to provideLicensor the right to appoint one member of Licensee's board of directors, andthat member of Licensee's board of directors shall serve a term that ends threeyears from the Effective Date. Licensor and the member appointed by Licensor toLicensee's board of directors shall not seek to appoint or cast votes that woulddetermine who occupies the other positions on Licensee's board of directors. 

        12. Licensor represents and warrants that:

        (a) it may exercise any and all rights connectedto the utilization of the Technology described in the EPO Application and hasthe right to seek patents for the Technology described in such EPO Applicationin all patent offices issuing patents in the Geographic Area until at least May23, 2003;

        (b) it has the unencumbered right to enter intothis License Agreement;

        (c) it is unaware of any third party using,selling or licensing the Technology in the Geographic Area;

        (d) it is not aware of any third party patentthat might be infringed by the manufacture, use, offering for sale, sale,licensing or rental of a product embodying the Technology.

        13. Licensee represents and warrants that it hasthe unencumbered right to enter into this License Agreement.

        14. In the event Licensee becomes a nameddefendant in a patent infringement action pertaining to the Technology, Licensorshall hold Licensee harmless and indemnify Licensee for all damages including,but not limited to awards, costs, judgments and all legal fees. In addition toother rights Licensee may have, Licensee has the right to terminate thisAgreement if any infringement action is brought by any third party againstLicensee or Licensor pertaining to activities authorized under this Agreement.The parties shall immediately inform each other of any action or claim which maybe taken or threatened against one or both of the parties as a result ofimplementing this Agreement or the exercise of any rights under this Agreement.

        15. In the event Licensee becomes a nameddefendant in a product liability action pertaining to the Technology and in     which such action arises from anything other than the Licensee's willful ornegligent misuse of the Technology, Licensor shall hold the Licensee harmlessand the Licensor shall be responsible for all damages, including but not limitedto awards, costs, judgments and all legal fees arising from such productliability action. The parties shall each obtain an appropriate amount of productliability insurance, and such amount shall be at least $10,000,000 in coverage.

        16. Licensor shall not enter into an agreementwith a third party which would authorize that third party to make, have made,use, offer to sell, sell, license, rent, or distribute products embodying theTechnology and any improvements to the Technology within the Geographic Area.

        17. Licensee acknowledges that Licensor has beennegotiating with an entity referred to by the parties as "Sigma Tau" for theexclusive world rights to pharmaceutical additivesproduced by the Technology. Licensee consents to such negotiations, andnotwithstanding the terms of this Agreement, Licensee consents to Licensorgranting an exclusive world license to Sigma Tau to use the Technology toproduce products used in pharmaceuticals. In the event such an agreement withSigma Tau is executed, and to the extent such an agreement with Sigma Tauincludes the Geographic Area, Licensor shall pay Licensee 25% (twenty-fivepercent) of any profit resulting therefrom, and such profitshall include royalty payments. As used in the previous sentence, "profit" isthe amount paid minus normal business expenses, including but not limited tooffice operation expenses, travel expenses, taxes and commissions. Paymentsdue under this section 17 shall be made one month after each Period. Licensorshall keep true and complete books of account sufficient for calculation of theamounts due under this section 17 and to determine the accuracy of suchcalculation. Licensee shall have the right to have such books of accountexamined by an independent certified public accountant during normal businesshours, but not more than once in any 12 month period, as may be necessary, todetermine the correctness of such books of account, provided, however that anyexamination with respect to such books of account shall be made within threeyears after the end of a Period, and further provided that such certified publicaccountant shall maintain confidential all information obtained from suchexamination.

        18. Licensee has the right to direct Licensor tomanufacture products embodying the Technology for sale to Licensee in a locationthat results in favorable tax treatment to Licensee, and Licensor shall maintainsupervisory control of such manufacturing process. The parties will assist eachother in delivering equipment and other items so as to receive tax treatmentfavorable to Licensee. 

        19. Each party agrees to grant the other partythe right of first refusal in the event either party wishes to sell theirrespective companies. Further, should Licensor wish to grant licenses of theTechnology or any improvements thereof for other countries, Licensor shall grantLicensee the right of first refusal for each of those countries. 

        20. If any provision of this Agreement isdetermined to be invalid or unenforceable, those provisions shall be deemedsevered from this Agreement, and shall not cause the invalidity of the remainderof this Agreement. 

        21. Facsimile signatures shall be accepted asoriginal signatures. This agreement may be signed in counterparts, and the partsshall constitute one original binding document. 

        22. In the event a party violates thisAgreement, and a mutually acceptable resolution can not be reached, the injuredparty may institute suit, and the non-prevailing party shall pay all legal feesregarding such suit. 

        23. The parties agree that in the event of a breach of any provisionof this Agreement, each party shall be entitled to injunctive relief, includinga permanent injunction or similar order, enjoining the other party from actingcontrary to the terms contained herein, and that pending a determination of suchrelief, the other party shall accede to a temporary restraining order, withoutprejudice to any other rights that the non-breaching party may have. Thenon-breaching party shall be entitled to costs, including legal fees, incurredin obtaining a permanent injunction. 

        24. All notices required or contemplated by thisAgreement shall be in writing and shall be mailed by first class mail, postageprepaid, to the address first set forth above, or to the address last providedin writing by the other party.

        25. Until such time as the common stock ofLicensee is publicly traded, this Agreement shall be governed and construed in accordance with the laws of the United Kingdom and any dispute, controversy or claim arising out of orrelating to this Agreement shall be finally settled by arbitration conducted inaccordance with the Rules of Arbitration of the International Chamber ofCommerce by a panel of three arbitrators, each party being able to appoint oneof such arbitrators, and the third arbitrator being appointed by the other twoarbitrators, and such arbitration shall occur in Geneva, Switzerland. AfterLicensee's common stock is publicly traded, this agreement shall be governed andconstrued in accordance with the laws of the State of Florida, and any dispute,controversy or claim arising out of or relating to this Agreement shall bebrought and decided in the courts of Florida or the United States Federal Courtsin Florida, and the parties agree to accept service of process by mail, andwaive any jurisdictional or venue defenses otherwise available. 
        26. Theparties represent this Agreement has been jointly prepared, and each has had anopportunity to review and suggest revisions to the Agreement. Further, theparties represent they are represented by an attorney and their attorneys havehad an opportunity to review and comment on the Agreement. 

        27. This Agreement represents the entireAgreement between the parties with respect to the subject matter hereof, andsupersedes all prior agreements between the parties on this subject, and may beamended only by a written instrument or instruments signed on behalf of theparties hereto.

        IN WITNESS WHEREOF, the parties have caused thisAgreement to be executed as of the day and year firstabove written.

   

DDS Holdings, Inc.

   

By: ___________________________

   

Ben Marcovitch, Its President

 

   

DDS Technology, Ltd

   

By:___________________________

   

Umberto Manola, Its President