BIOSPHERE
      TECHNOLOGY LISENCE AGREEMENT

    Licence
      number BDC 011-2006

    awarded
      to

    Biosphere
      (Asia Pacific) Company Limited

    January
      19th
      2006

    
      
        

      



    This
      BIOSPHERE TECHNOLOGY LISENCE AGREEMENT (hereinafter referred to as the “BTLA”)
      is granted on January 19th
      2006 by
      Biosphere Development Corp (Bahamas) (hereinafter
      referred to as "BDC") a
      Bahamian Corporation, (No. 134790 B) incorporated in Nassau Bahamas under the
      Bahamian International Business Companies Act, 2000, with an address at
P.O.
      Box
      13277 Cable Beach Nassau Bahamas, to
      Biosphere (Asia Pacific) Company Limited, (No. 679059) (hereinafter
      referred to as "ASIA PACIFIC") its owners, subsidiaries, affiliates, successors
      and or assigns, a corporation incorporated under the laws of the Territory
      of
      the British Virgin Islands on 3rd
      October
      2005 with an address 4th
      Floor,
      Kam Chung Commercial Building, 19-21 Hennessy Road, Wanchai, Hong Kong, both
      hereinafter collectively referred to as "the Parties".

    


    The
      Parties acknowledge that Dr. CA McCormack (MCCORMACK) has developed and owns
      a
      proprietary system, the Biosphere ProcessÔ
      System,
      the design and all components thereof and associated know how developed prior
      to
      the execution of this BTLA or during the course of the operation of this BTLA,
      which MCCORMACK has assigned to BDC for purposes of commercial marketing,
      manufacturing and development (hereafter "System" or "Systems"). The Parties
      further acknowledge and declare that MCCORMACK is a third party beneficiary
      to
      this Agreement.

    


    BDC
      hereby permits ASIA PACIFIC, on the basis of this BTLA, and ASIA PACIFIC hereby
      acknowledges all of the obligations of this BTLA by which ASIA PACIFIC is
      allowed to use such design and production technology and documentation for
      the
      purpose of manufacturing, marketing, selling, leasing and operating Systems
      in
      the Peoples Republic of China. The Parties agree that this BTLA is given by
      BDC
      to ASIA PACIFIC solely and only for the purpose of manufacturing, marketing,
      selling, leasing and operating Systems and that all plans, designs, and
      engineering, and any developments, modifications, alterations, enhancements
      and/or improvements arising there from as a result of this BTLA’s operation or
      arising in any format from the actions of ASIA PACIFIC are and shall remain
      at
      all times the sole property of MCCORMACK and that MCCORMACK shall retain all
      other rights to the System in accordance with the assignment provided by
      MCCORMACK to BDC. The Parties agree that this BTLA as awarded by BDC to ASIA
      PACIFIC does not transfer to ASIA PACIFIC any rights, implied or otherwise
      to
      the Green Energy Credits that the Biosphere Systems will or can ever generate.
      The Parties agree that such Green Energy Credits as are produced pursuant to
      this BTLA are and remain the exclusive property of BDC. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants contained
      herein, the Parties agree as follows:

    


    
      	
              1.
                

            	
              Disclosure:

            


    

    


    
      	 	
              A.
                

            	
              ENGINEERING
                DESIGNS. BDC hereby permits access by ASIA PACIFIC to all the production
                and technology designs, needed for the manufacture, marketing, selling,
                leasing and operating of the System, including but not limited to
                the,
                engineering production designs, technology of manufacturing, materials
                descriptions, copyright, patents, computer software and related documents
                to the System.

            


    

    


    Information
      disclosed and permitted by BDC to ASIA PACIFIC shall include, but is not limited
      to:


    All
      System Design Specification and Software in all versions and all forms of
      expression thereof, including but not limited to the Software source code,
      object code, flow charts, and block diagrams, and programmer documentation,
      previous versions, notes, other information relating to the System; and all
      copyrights, trade secrets, patentable inventions, proprietary rights and
      intellectual property contained therein or connected therewith, including
      without limitation BDC's copyright in the System. The par

    


    
      	 	
              B.
                

            	
              DELIVERY.
                System designs shall be delivered to ASIA PACIFIC at BDC's election
                following execution of this BTLA.

            


    

    


    
      	 	
              C.
                

            	
              BDC
                shall from time to time, but without further consideration, execute
                and
                deliver such instruments or documents and take such other action
                as is
                reasonably necessary which ASIA PACIFIC may request in order to more
                effectively carry out this BTLA.

            


    

     

    

      P.O.
        BOX CB-13277

      CABLE
        BEACH NASSAU BAHAMAS

      Tel
        / Fax +1 (242) 323-0086 / +(852) 3010 3838

      Email:
        global@coralwave.com

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

    

    


    
      	
              2.
                

            	
              Consideration
                for Permit.

            


    

    


    BDC,
      for
      ten dollars and other consideration, hereby permits ASIA PACIFIC the use of
      the
      full design specification of the System and the right to manufacture, market,
      sell, lease and operate the Systems under the terms of this BTLA.

    


    
      	
              3.
                

            	
              Representations
                and Warranties.

            


    

    


    The
      Parties represent warrant and covenant as follows:

     

    
      	 	
              A.
                

            	
              Title;
                Infringement.
                BDC enjoys good and marketable title and rights to the System, including
                the copyright to the System, and has all necessary rights to enter
                into
                this BTLA without violating any other agreement or commitment of
                any sort.
                BDC does have outstanding agreements and understandings, written
                and oral,
                concerning the System design with a number of manufacturers. The
                System
                does not infringe or constitute a misappropriation of any trademark,
                patent, copyright, trade secret, proprietary right or similar property
                right. BDC agrees to defend, indemnify and hold ASIA PACIFIC, its
                subsidiaries, affiliates and licensees harmless against any action,
                suit,
                expense, claim, loss, liability or damage based on a claim that the
                System
                infringe or constitute a misappropriation of any trademark, patent,
                copyright, trade secret, proprietary right or similar property right.
                BDC
                shall give ASIA PACIFIC prompt written notice of any such claim.
                BDC shall
                assume responsibility for defending any suit or proceeding brought
                against
                ASIA PACIFIC based on any claim that the System infringes or constitutes
                a
                misappropriation of any trademark, patent, copyright, trade secret,
                proprietary right or similar property right; provided, however, that
                ASIA
                PACIFIC shall give BDC prompt notice in writing of the assertion
                of any
                such claim and of the threat or institution of any such suit or
                proceeding, and all authority, information and assistance required
                for the
                defence of the same. MCCORMACK and BDC shall have the sole right
                to
                designate counsel to represent ASIA PACIFIC or otherwise agree to
                counsel
                submitted by ASIA PACIFIC. BDC shall pay all damages and costs awarded
                against ASIA PACIFIC, but shall not be responsible for any cost,
                expense
                or compromise incurred without BDC's consent. The Representations
                and
                Warranties contained herein apply to the lifetime of this BTLA and
                shall
                survive this BTLA in perpetuity.

            


    

     

     

    
      P.O.
        BOX CB-13277

      CABLE
        BEACH NASSAU BAHAMAS

      Tel
        / Fax +1 (242) 323-0086 / +(852) 3010 3838

      Email:
        global@coralwave.com

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      

       

    

    
      	 	
              B.
                

            	
              Authority
                Relative to this BTLA.
                This BTLA is a legal, valid and binding obligation of the Parties.
                No
                consent or approval by any person or entity or public authority is
                required to authorize or is required in connection with the execution,
                delivery or performance of this BTLA by the
                Parties.

            


    

    


    
      	 	
              C.
                

            	
              No
                Default.
                There is no outstanding default by BDC in connection with any third
                party
                agreement involving the manufacturing of the
                System.

            


    

    


    
      	
              4.
                

            	
              No
                Brokers.

            


    

    


    All
      negotiations relative to this BTLA have been conducted by BDC directly with
      ASIA
      PACIFIC, without the intervention of any third person(s), and in such manner
      as
      to not give rise to any valid claim against the Parties hereto for brokerage
      commissions, finder's fees or other like payments.

    


    
      	
              5.
                

            	
              Consents,
                Further Instruments and Cooperation.

            


    

    


    ASIA
      PACIFIC and BDC shall each use their respective best efforts to obtain the
      consent or approval of each person or entity, if any, whose consent or approval
      shall be required in order to permit it to consummate the transactions
      contemplated hereby, and to execute and deliver such instruments and to take
      such other action as may be required to carry out the transactions contemplated
      by this BTLA. BDC shall execute, or cause its employees and agents to deliver,
      any required material or other similar document or instrument, following ASIA
      PACIFIC'S reasonable request. ASIA PACIFIC will execute and record all other
      instruments required from time to time by BDC or MCCORMACK, including but not
      limited to the execution and recordation of documents evidencing the rights
      and
      title of BDC or MCCORMACK in and to the Systems.

    


    
      	
              6.
                

            	
              BDC's
                Use of the Systems

            


    

    


    BDC
      retains hereby and by way of its assignment from MCCORMACK all rights whatsoever
      in the System and does retain the right to use the System, or any material
      relating to the System for any purpose, personal, commercial, or otherwise.
      BDC
      furthermore shall maintain all information relating to the System or use of
      the
      System in confidence and shall have the right to disclose any aspect of the
      System to any third party without the prior written consent of ASIA PACIFIC.
      ASIA PACIFIC agrees not to participate in any activities relating to
      development, marketing or sale of the System or competing technologies that
      would compete, directly or indirectly, with BDC's marketing or distribution
      of
      the System outside of the Peoples Republic of China unless otherwise permitted
      in writing, in advance, from BDC.

     

     

    
      
        P.O.
          BOX CB-13277

        CABLE
          BEACH NASSAU BAHAMAS

        Tel
          / Fax +1 (242) 323-0086 / +(852) 3010 3838

        Email:
          global@coralwave.com

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      

       

    

    
      	
              7.
                

            	
              No
                Assignment.

            


    

    


    BDC
      may
      not assign this BTLA or any obligation herein without the prior written consent
      of ASIA PACIFIC. This BTLA shall be binding upon and inure to the benefit of
      the
      Parties named herein and their respective heirs, executors, personal
      representatives, successors and assigns. ASIA PACIFIC may not assign this BTLA
      or any part hereto.

    


    
      	
              8.
                

            	
              Entire
                Agreement.

            


    

    


    This
      BTLA
      contains the entire understanding of the Parties, and supersedes any and all
      other agreements presently existing or previously made, written or oral, between
      ASIA PACIFIC and BDC concerning its subject matter. This BTLA may not be
      modified except in writing and signed by both Parties.

    


    
      	
              9.
                

            	
              Return
                of Documentation and
                records.

            


    

     

    ASIA
      PACIFIC when requested by BDC, will deliver to BDC all copies of all documents
      relating to the services performed, including subcontractor bids, test results,
      laboratory analyses, plans, blue prints, designs etc, and shall maintain a
      complete documentary record of any and all activities performed under this
      agreement. ASIA PACIFIC shall maintain true and correct records and catalogues
      in connection with each service performed and all transactions related thereto
      and shall retain all such records for twenty-four (24) months after the end
      of
      the calendar year in which the last service pursuant to this Agreement was
      performed before returning all such records to BDC. All records including test
      results, laboratory analyses, plans, blue prints, designs etc, shall be
      maintained for BDC by ASIA PACIFIC in. a suitably secure fashion so as to avoid
      their unintended dissemination to unrelated third parties or competitors of
      BDC.
      ASIA PACIFIC is expressly from providing any information, documentation,
      designs, plans or operating information to any third party without the express
      written consent of both MCCORMACK and BDC.

     

     

      
        P.O.
          BOX CB-13277

        CABLE
          BEACH NASSAU BAHAMAS

        Tel
          / Fax +1 (242) 323-0086 / +(852) 3010 3838

        Email:
          global@coralwave.com

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      



    
      	
              10.
                

            	
              Severability.

            


    

    


    If
      any
      provision of this BTLA is declared by a court of competent jurisdiction to
      be
      invalid, void or unenforceable, the remaining provisions of this BTLA
      nevertheless will continue in full force and effect without being impaired
      or
      invalidated in any way.

    


    
      	
              11.
                

            	
              Notices. 

            


    

     

    All
      notices, requests, demands, and other communications hereunder shall be deemed
      to have been duly given if delivered or mailed, certified or registered mail
      with postage prepaid:

    


    If
      to
      Asia Pacific:

    


    Mr.
      Kenneth Chan

    Chief
      Executive Officer

    Biosphere
      (Asia Pacific) Company Limited.

    Address
      4th
      Floor,
      Kam Chung Commercial Building,

    Tel
      19-21
      Hennessy Road, Wanchai, Hong Kong

    Fax
      (852)
      2918 0899

    Email.
      (852) 2918 9699

    If
      to
      BDC:

    Dr.
      CA
      McCormack 

    Chairman

    Biosphere
      Development Corp

    P.O.
      Box
      13277 Cable Beach

    Nassau
      Bahamas.

    Tel
      242
      323 0086

    Fax
      561
      892 7930

    Email
      drca2005@msn.com

    
 

    
      
        P.O.
          BOX CB-13277

        CABLE
          BEACH NASSAU BAHAMAS

        Tel
          / Fax +1 (242) 323-0086 / +(852) 3010 3838

        Email:
          global@coralwave.com

      



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      

    

    


    
      	
              12.
                

            	
              Relationship
                of the Parties.

            


    


    The
      relationship between ASIA PACIFIC and BDC under this BTLA is that of Permittee
      and Permitting Party. Nothing in this BTLA is intended to be construed so as
      to
      suggest that the Parties hereto are partners or joint ventures, or that either
      Party hereto or its employees are the employee or agent of the other. Except
      as
      expressly set forth herein, neither ASIA PACIFIC nor BDC has no authority and
      neither express nor implied right or authority under this BTLA to assume or
      create any obligations on behalf of or in the name of the other or to bind
      the
      other to any contract, agreement or undertaking with any third
      party.

    


    
      	
              13.
                

            	
              Headings.

            


    

    


    Headings
      used in this BTLA are provided for convenience only and shall not be used to
      construe meaning or intent.

     

     

    
      
        P.O.
          BOX CB-13277

        CABLE
          BEACH NASSAU BAHAMAS

        Tel
          / Fax +1 (242) 323-0086 / +(852) 3010 3838

        Email:
          global@coralwave.com

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    

     

     

     

    (end)
      

    (rest
      of
      page left intentionally blank)

    
      
        

      



    


     

     

     

     

    
      
        P.O.
          BOX CB-13277

        CABLE
          BEACH NASSAU BAHAMAS

        Tel
          / Fax +1 (242) 323-0086 / +(852) 3010 3838

        Email:
          global@coralwave.com

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

    

      

       

    

    IN
      WITNESS WHEREOF, the parties have executed this BTLA the 19th
      day of
      January 2006.

    


    FOR
      Biosphere
      Development Corp (Bahamas)

    


    BY:
      

    
      
        
Dr.
        CA McCormack 

    

    Chairman

    Biosphere
      Development Corp

    P.O.
      Box
      13277 Cable Beach

    Nassau
      Bahamas.

    For
      and
      on behalf of Biosphere
      Development Corp (Bahamas).

    


    Witness:


    


    FOR
      Biosphere (Asia Pacific) Company Limited.

    


    BY:
      

    
      

    

    Mr.
      Kenneth Chan

    Chief
      Executive Officer

    Biosphere
      (Asia Pacific) Company Limited.

    For
      and
      on behalf of Biosphere (Asia Pacific) Company Limited.

     

     

    
      

    

     

     

    Witness:

     

    
      
 

    


    And
      now
      enter Dr. CA McCormack who signifies acceptance of all of the undertakings
      and
      obligations of this BTLA in his favour as third party beneficiary
      thereof.

     

     

    
      

    

    Dr.
      CA
      McCormack

    


    (end)
      

    (rest
      of
      page left intentionally blank)

    
      

    

     

    
       

      P.O.
        BOX CB-13277

      CABLE
        BEACH NASSAU BAHAMAS

      Tel
        / Fax +1 (242) 323-0086 / +(852) 3010 3838

      Email:
        global@coralwave.com