Enertopia Corp. - Exhibit 10.1 - Filed by newsfilecorp.com





COMMERCIALIZATION AGREEMENT 

            THIS
COMMERCIALIZATION AGREEMENT (“Agreement”) is made as of the 6th day of
December, 2016, (the “Effective Date”) between Genesis Water
Technologies, Inc., a Florida Corporation, with an address at 555 Winderley
Place Suite 300, Maitland, FL 32751 ("GWT") and Enertopia Corporation, a
Nevada Corporation, a corporation with an address at Suite 950 - 1130 West
Pender Street, Vancouver, BC V6E 4A4 ("Customer"). GWT and Customer are
referred to herein as a “Party” and together as the “Parties”.


RECITALS 

            WHEREAS,
GWT owns and has developed certain trade secret and patent pending water
recovery technologies and lithium recovery technology, including specifically,
technological processes used for the recovery and extraction of battery grade
lithium carbonate powder Li2CO3 grading 99.5% or higher purity from brine
solutions. 

            WHEREAS,
Customer wishes to acquire, and GWT desires to grant, exclusive rights to GWT’s
lithium recovery technology process in the United States of America, Argentina,
Bolivia and Chile in order to operate commercial lithium recovery plants. 

      
     NOW, THEREFORE, in consideration of the mutual
promises and covenants hereinafter contained and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, GWT
and Customer hereby agree as follows: 

	1. 	
      Definitions. For the purposes of this Agreement,
      unless the context otherwise requires, the following terms will have the
      respective meanings set out below and grammatical variations of such terms
      will have corresponding meanings:




	 	1.1. 	
      “Affiliate” means any corporation, firm,
      partnership, limited liability company or other entity that controls, is
      controlled by or is under common control with a Party to this Agreement.
      For purposes of this definition, any entity will be regarded as in
      “control” of another entity if (a) it directly or indirectly owns more
      than fifty percent (50%) of the voting stock of the other entity or such
      lesser maximum percentage permitted in those jurisdictions where majority
      ownership by foreign entities is prohibited, (b) it owns or has a right to
      own more than fifty percent (50%) of the net assets of an entity without
      voting securities, or (c) it possesses, directly or indirectly, the power
      to direct or cause the direction of the management and policies of the
      entity, whether through contract or otherwise.

	 	 	 
	 	1.2. 	
      “Confidential Information” means, with respect to
      a Party, all reports and other Information of such Party that is disclosed
      to the other Party under this Agreement, whether in oral, written,
      graphic, electronic or other form. Confidential Information includes any
      GWT Patents that have not yet been published.



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	 	1.3. 	
      “Dollar” means a U.S. dollar, and “$” shall be
      interpretedaccordingly.

	 	 	 
	 	1.4. 	
      “GWT Know-How” means all Information that is
      Controlled by GWT as of the Effective Date or during the Term and is
      necessary or useful for the development, manufacture, or commercialization
      of the Process in accordance with the terms of this Agreement. For
      clarity, GWT Know-How excludes Information claimed in any GWT
    Patent.

	 	 	 
	 	1.5. 	
      “GWT Patents” means any Patent that (a) is
      Controlled by GWT or its Affiliates as of the Effective Date or at any
      time during the Term, and (b) claims a process related to the Process. A
      list of GWT Patents in existence as of the Effective Date is attached
      hereto as Exhibit 1, and GWT shall update such list from time to time to
      include additional GWT Patents, including patents issuing from any listed
      application or claiming priority thereto or otherwise continuing
      therefrom. For the avoidance of doubt, GWT Patents shall include Process
      Patents (as defined in Section 6.1), and shall exclude the Patents of any
      Third Party that becomes an acquirer of GWT.

	 	 	 
	 	1.6. 	
      “GWT Technology” means the GWT Patents and the GWT
      Know-How.

	 	 	 
	 	1.7. 	
      “Information” means any data, results, technology,
      business information and information of any type whatsoever, in any
      tangible or intangible form, including, without limitation, know-how,
      trade secrets, practices, techniques, methods, processes, inventions,
      developments, specifications, formulations, formulae, materials or
      compositions of matter of any type or kind (patentable or otherwise),
      software, algorithms, marketing reports, expertise, technology, test data
      (including pharmacological, biological, chemical, biochemical,
      toxicological, preclinical and clinical test data), analytical and quality
      control data, stability data, other study data and procedures.

	 	 	 
	 	1.8. 	
      “Laws” means all laws, statutes, rules,
      regulations, ordinances and other pronouncements having the effect of law
      of any federal, national, multinational, state, provincial, county, city
      or other political subdivision, domestic or foreign, including any
      regulatory agency policy or informal regulatory agency guidance.

	 	 	 
	 	1.9. 	
      “Net Sales” means the gross invoiced sales price
      for the Refined Lithium invoiced by Customer or any of its Affiliates to
      Third Party customers for sales or commercial dispositions of Refined
      Lithium, less




	 	(a) 	
      freight, postage, shipping, insurance and transportation
      expenses and similar charges (in each instance, if separately identified
      in such invoice); and



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	 	(b) 	
      sales, value-added and excise taxes, tariffs and duties,
      and other taxes directly related to the sale, to the extent that such
      items are included in the gross invoice price (but not including taxes
      assessed against the income derived from such
sale).




	 	
      1.10. 
	
      “Patent” means (a) pending patent applications
      (and patents issuing therefrom), issued patents, utility models and
      designs; and (b) reissues, substitutions, confirmations, registrations,
      validations, re-examinations, additions, continuations, continued
      prosecution applications, continuations-in-part, or divisions of or to any
      patents, patent applications, utility models or designs, in each case
      being enforceable within the applicable territory.





	 	1.11. 	
      “Person” means an individual, corporation,
      partnership, joint venture, limited liability company, governmental
      authority, unincorporated organization, trust, association, or other
      entity. 

	 	 	
       

	 	1.12. 	
      “Process” means the process for extracting lithium
      from wastewater, as described in U.S. Provisional Patent application no.
      XXXXXXX. 

	 	 	
       

	 	1.13. 	
      “Refined Lithium” means Li2CO3 produced by
      Customer or its Affiliates using the Process. 

	 	 	
       

	 	1.14.	
      “Territory” means the United States of America,
      Argentina, Bolivia, and Chile. 

	 	 	
       

	 	1.15. 	
      “Third Party” means any party other than a Party
      to this Agreement and such Party’s Affiliates.





	2. 	
      Licenses.




	 	2.1. 	
      License Grant. Subject to the terms and conditions
      of this Agreement, GWT hereby grants to Customer during the Term a
      non-exclusive, non-transferable, non- sublicenseable license to use the
      GWT technological process in the Territory. GWT reserves the right, in its
      sole discretion to expand the Territory, as defined in this agreement,
      based on the satisfactory performance in the Territory indicated in
      section 1.14. “Satisfactory performance” is determined to be defined as
      the successful implementation of at least 1 full scale commercial lithium
      plant with a flow rate capacity of 250 gpm or larger in the assigned
      territory for 1 year.

	 	 	 
	 	2.2. 	
      Royalty Clause for Sublicense. If the satisfactory
      performance criteria is met as detailed in section 2.1, GWT reserves the
      right, in its sole discretion to expand the Territory and grant the right
      to the Licensee for 2 sublicensee rights for each Territorial
      jurisdiction. Provisions for licensee shall apply to sublicensees. GWT
      would have the right to approve/deny the sublicensee in each of these
      Territorial jurisdictions with written acknowledgment given to the
      Licensee.



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      The terms below set forth the conditions for sublicensing
      by the Licensee.

	 	 	 
	 		
      i) With respect to sublicenses granted by Licensee,
      Licensee shall pay to GWT an amount equal to what Licensee would have been
      required to pay to GWT had Licensee sold the amount of Products sold by
      such sublicensee.

	 	 	 
	 		
      (ii)In addition, if Licensee receives any fees, minimum
      royalties, or other payments in consideration for any rights granted under
      a sublicense, or option to sublicense, or other similar rights, and such
      payments are not based directly upon the amount or value of Products sold
      by the sublicensee (hereinafter "Sublicense Fees"), then Licensee shall
      pay GWT 10 percent (10%) of such payments within thirty (30) days of
      receipt of such payments, payable in US dollars. Licensee shall not
      receive from its sublicensees anything of value in lieu of cash payments
      in consideration for any sublicense granted under this Agreement without
      the express prior written consent of GWT.

	 	 	 
	 		
      (iii)No payments owed for Sublicense Fees shall be
      prorated, whether the sublicense to the Licensed Patents is bundled with
      other licenses or sublicenses or not, without GWT's written
  consent.

	 	 	 
	 		
      (iv) Licensee shall submit to Licensor a copy of all
      sublicensee agreements.

	 	 	 
	 		
      (v) Licensee shall include a requirement that the
      sublicensee is subject and subordinate to the terms and conditions of this
      agreement, except: (i) the sublicensee may not further sublicense or
      transfer such sublicense rights to a third party.

	 	 	 
	 		
      (vi) If Licensee wants GWT to make or maintain foreign
      filings outside of the territory of the United States of America, Licensee
      must, at least three (3) months prior to the expiration of the deadline
      for making such foreign filings, (1) notify GWT in writing indicating
      those countries in which Licensee desires GWT to pursue foreign patent
      protection and (2) pay to GWT the amounts set forth for such foreign
      patent protection through the respective countries or through the World
      Intellectual Property Organization (WIPO) as applicable. Any country for
      which GWT files for such patent protection at Licensee’s request and
      payment shall be included in the Licensed Territory under this Agreement
      and added as an addendum titled Exhibit 3 at the time of the foreign
      patent protection filing.

	 	 	 
	 	2.3. 	
      Exclusivity. During the Term GWT will not, either
      by itself or through the grant of licenses or sublicenses, without
      Customer’s written consent, commercialize the Process in the Territory or
      any future expansion of the authorized territory, except under this
      Agreement.



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	 	2.4. 	
      Reservation of Rights. GWT expressly reserves all
      rights not expressly granted to Licensee under this
  Agreement.




	3. 	
      Milestones.




	 	3.1. 	
      Bench Test. Within 30 days of the Effective Date,
      the Parties shall conduct a “Bench Test” as
follows:




	 	(a) 	
      Customer will provide to GWT up to four (4) brine samples
      or GWT will compose synthetic brine samples enriched in lithium. (the
      “Samples”), each of which must be at least five (5) gallons in
      volume and must contain one sample each from well data #2 and well data #4
      from the June 17, 2016 Lithium Recovery Theoretical Feasibility Analysis
      provided by GWT and two new samples with 300 to 580 parts per million of
      lithium for analysis. Raw brine samples will be tested by accredited third
      party laboratory paid for by Customer for chemical verification of the
      sample to be evaluated for process suitability and subsequently bench
      testing by GWT.

	 	 	 
	 	(b) 	
      GWT shall extract lithium carbonate from the suitable
      Samples (the “Recovered Lithium”) and deliver the Recovered Lithium
      to a third party lab for testing.

	 	 	 
	 	(c) 	
      The Bench Test shall be deemed successful if the tests
      from a suitable raw brine sample as determined by GWT water analysis
      evaluation verifies the recovery of 99.5% Li2CO3 or greater from the
      Samples, as audited by the third party accredited lab. For avoidance of
      doubt, the percentage recovery shall be determined with regard to all of
      the samples in the aggregate; even if an individual Sample or multiple
      Samples have a purity of less than 99.5%, the Bench Test will be deemed
      successful so long as the average purity across all of the Samples meets
      or exceeds 99.5%.




	 	3.2. 	
      Test Pilot Plant. Upon successful completion of
      the Bench Test, Customer shall construct a test pilot plant (the “Test
      Plant”) capable of processing at least 50 gallons per minute. If the
      first bench test performed does not include an actual brine water analysis
      of the water to be processed by the Test Pilot Plant a second Bench Test
      will be paid for by the Customer. The Customer will provide a water
      analysis report of this new brine source for GWT evaluation to confirm
      test plant design before building the Test Pilot Plant using the same
      recovery rate as listed in 3.1 (C) above.



a) Customer shall pay all costs for
the Test Plant and associated facilities including, without limitation, the
costs of all the land, buildings, and equipment. The preliminary capital
equipment expenditure is estimated at $2,150,000 as per the June 17, 2016
Lithium Recovery Theoretical Feasibility Analysis prepared by GWT. The final
capital expenditure of the Test plant could be higher or lower based on the
actual chemical composition of the Lithium brine composition at the Test Pilot
location and equipment utilized in the brine recovery process. 

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b) Within thirty (30) days after
successful completion of the Bench Test of the actual brine source for the Test
Pilot Plant, the Parties shall enter into a Technical Support and Consumables
Agreement in substantially the form of Exhibit 2, under which GWT shall provide
services and materials necessary for the construction and operation of the Test
Plant at cost plus ten percent. 

The Test Plant shall be deemed
commercially viable if: 

1) The Refined Lithium produced by the
Test Plant produces battery-grade Li2CO3 with an average purity of 99.5% or
greater; and 

2) The direct cost of production of
the Refined Lithium produced by the Test Plant be between $3,500 and $4,000 per
ton based on a lithium content in the raw source of between 300 and 580 parts
per million (ppm). Cost calculations are based on a commercial plant running at
250 GPM for 292 days of the year. 

3) Direct cost of production is
defined as the costs associated with the direct production operation such as
power to operate process plant, direct labor to operate plant, and
chemicals/consumables directly used for the plant operation. 

	 	3.3. 	
      Commercial Plant. Upon commercial viability of the
      Test Plant, Customer will identify and secure a location and the capital
      for a commercial production plant (the “Commercial Plant”) with a
      minimum capacity of 250 gallons per minute.




	 	(a) 	
      Customer shall pay all costs for the Commercial Plant and
      associated facilities.

	 	 	 
	 	(b) 	
      Within thirty (30) days after commercial viability of the
      Test Plant, the Parties shall enter into a Technical Support and
      Consumables Agreement in substantially the form of Exhibit 2, under which
      GWT shall provide services and materials necessary for the construction
      and operation of the Commercial Plant at cost plus ten
  percent.




	4. 	
      Payments. Customer agrees to pay GWT as
      follows:




	 	4.1. 	
      Milestone Payments. In consideration of the rights
      and licenses granted to Customer by GWT hereunder, Customer shall pay to
      GWT the following milestone amounts:





	Milestone 
	Payment 
  
	1. Within thirty (30) days of signing of this Agreement by
      both Parties. 	$10,000 payment to be paid by Customer for
      bench test 1. Subsequent $10,000 payment to paid by Customer for bench
      test 2 as referenced in Section 3. 



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	2. Within thirty (30) days of a successful bench test, as
      defined in Section 3.1c. 	Customer shall issue 250,000 restricted shares
      of its common stock to GWT, All issued shares will be subject to a hold
      period, for any resale in the United States under Rule 144, of six months
      and one day. 
	3. Within (30) days of issuance of a U.S. Patent based on
      provisional application number XXXXXXX. 	Customer shall issue 250,000 restricted shares
      of its common stock to GWT. All issued shares will be subject to a hold
      period, for any resale in the United States under Rule 144, of six months
      and one day. 



The milestone payments specified in
this section shall be made based on the milestone event described above. 

GWT acknowledges, represents and
warrants that the issuance of any securities of the Customer to GWT as
contemplated herein is being made pursuant to exemptions from the registration
and prospectus requirements of applicable Canadian and Provincial securities
laws contained in National Instrument 45-106 Prospectus and Registration
Exemptions, and shall be issued to GWT as an “Accredited Investor” as defined in
both National Instrument 45-106 and as defined in Rule 501, and issued pursuant
to, Rule 506 under Regulation D, promulgated under the United States Securities
Act of 1933, as amended (the "1933 Act") and GWT confirms to and covenants with
the Customer that: 

4.1 a) It will comply with all
requirements of applicable securities laws in connection with the issuance to it
of the securities and the resale of any of the securities; 

4.1 b) The securities have not been
registered under the 1933 Act or the securities laws of any State of the United
States and that the Customer does not intend to register the securities under
the Securities Act of 1933, or the securities laws of any State of the United
States and has no obligation to do so; and 

4.1 c) upon the issuance of the
securities to the GWT and until such time as is no longer required under
applicable securities laws, the certificates representing the securities, or
securities issuable upon exercise thereof, will bear legends as required
pursuant to applicable securities rules and regulations. 

	 	4.2. 	
      Annual Payments. Customer shall make an annual
      payment every twelve (12) months on the anniversary of the Effective Date
      (the “Annual Payments”). The Annual Payment shall be the greater of
      (a) 10% of Customer’s Net Sales or (b) the minimum payment amount as
      defined in the table below:



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	Year 	Minimum Payment 
	2017 	$50,000 
	2018 	$150,000 
	2019 	$200,000 
	2020 	$200,000 
	2021 	$200,000 
	2022 	$200,000 
	2023 	$200,000 




	 		
      In the event that Customer exercises its Option to Renew,
      the minimum payment Customer must make during each year of the Renewal
      Term shall be the greater of (a) 10% of Customer's Net Sales as defined in
      section 1.9 or (b) $250,000.

	 	 	 
	 		
      In the event that the Agreement is terminated prior to
      the expiration of the Initial Term or the Renewal Term, the next Annual
      Payment that Customer would have paid shall immediately become due;
      provided, however, that the minimum payment will be pro- rated by the
      number of days between the start of the then-current year and the
      termination.

	 	 	 
	 	4.3. 	
      Manner of Payment. Any sums payable under this
      Agreement shall be paid within 30 days of the due date in U.S. dollars to
      a bank account to be designated in writing by the Licensor.

	 	 	 
	 	4.4. 	
      Late Payments. In the event payments due under
      this Agreement are not received by Licensor by the due date, Licensee
      shall pay to Licensor interest on the overdue payment from the date such
      payment was due to the date of actual payment at a rate of 1.5% per month
      or, if lower, the maximum amount permitted by law.

	 	 	 
	 	4.5. 	
      Taxes. Sums payable under this Agreement are
      exclusive of any applicable taxes and shall be paid free and clear of all
      deductions and withholdings whatsoever, unless the deduction or
      withholding is required by law. If any deduction or withholding is
      required by law, Licensee shall pay to Licensor such sum as will, after
      the deduction or withholding has been made, leave Licensor with the same
      amount as it would have been entitled to receive in the absence of any
      such requirement to make a deduction or withholding. If licensee is
      required by law to make a deduction or
withholding, Licensee shall, within five business days of making the
      deduction or withholding, provide a statement in writing showing the gross
      amount of the payment, the amount of the sum deducted, and the actual
  amount paid.



-8 -





	 	4.6. 	
      Statements. At the same time as payment is
      submitted, Licensee shall submit or cause to be submitted to Licensor a
      statement in writing, certified to be true and correct by Licensee’s Chief
      Financial Officer, which includes all information relevant to the
      calculation of such payments, including:



4.6 a) The period for which the
amounts were calculated; 

4.6 b) The gross invoiced sales price
for the Refined Lithium invoiced by Customer or any of its Affiliates to Third
Party customers for sales or commercial dispositions of Refined Lithium in the
Territory during such period; 

4.6 c) The Net Sales in the Territory during such
  period; 

4.7 d) The amount of the payment due under this Agreement; 

4.8 e) Any
  other details GWT may reasonably require. 

	 	4.7. 	
      Audit Right. Customer shall keep complete and
      accurate books and records showing all revenue received from the sale of
      Refined Lithium. Such books and records shall be kept separate from any
      books and records not relating solely to this Agreement and shall be
      available during normal business hours for inspection and audit by GWT (or
      its authorized representative), who shall be entitled to take copies of or
      extracts from the same. If such inspection or audit should reveal a
      discrepancy in the amounts paid from those payable under this Agreement
      and such discrepancy has been independently verified, then Customer shall
      immediately make up the shortfall, included interest calculated in
      accordance with Section 4.4, and shall reimburse GWT for any professional
      charges incurred for such audit or inspection. Such inspection and audit
      right of GWT shall remain in effect for a period of two years after the
      termination of this Agreement.




	5. 	
      Representations and Warranties.

	 	 	 
		5.1. 	
      Mutual Representations and Warranties. Each party
      represents and warrants to the other Party
that:




	 	(a) 	
      it is duly organized, validly existing and in good
      standing as a corporation under the laws and regulations of its
      jurisdiction of organization;

	 	 	 
	 	(b) 	
      it has the full right, power and authority to enter into
      this Agreement, to grant the rights and licenses granted hereunder and to
      perform its obligationshereunder;



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	 	(c) 	
      the execution of this Agreement by its representative
      whose signature is set forth at the end hereof has been duly authorized by
      all necessary corporate action of the party;

	 	 	 
	 	(d) 	
      when executed and delivered by such party, this Agreement
      will constitute the legal, valid and binding obligation of such party,
      enforceable against such party in accordance with its terms; and

	 	 	 
	 	(e) 	
      the execution, delivery and performance of this Agreement
      does not and will not conflict with any other agreement, contract,
      instrument or understanding, oral or written, to which such Party is a
      party, or by which it is bound, nor will it violate any Law applicable to
      such Party.




	 	5.2. 	
      GWT Representations and Warranties. GWT represents
      and warrants to Customer that:



5.2 a) GWT has not granted as of the
Effective Date, and will not grant during the term of this Agreement, any
licenses to any Third Party which would conflict with the licenses granted to
Customer hereunder. 

	 	5.3. 	
      Disclaimer of Representations and Warranties.
      Nothing in this Agreement shall constitute any representation or warranty
      by GWT that:




	 	(a) 	
      Any IP is valid;

	 	 	 
	 	(b) 	
      Any IP (if an application) shall proceed to grant or, if
      granted, shall be valid; or

	 	 	 
	 	(c) 	
      The exercise by Customer of rights granted under this
      Agreement will not infringe the rights of any
Person.



EXCEPT AS EXPRESSLY STATED IN THIS
AGREEMENT, GWT SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF
COMMERCIAL UTILITY, MERCHANTIBILITY, NON-INFRINGEMENT, OR FITNESS FOR A
PARTICULAR PURPOSE WITH RESPECT TO ANY OF THE MATERIALS, INFORMATION, SERVICES,
OR LICENSES PROVIDED PURSUANT TO THIS AGREEMENT. 

	6. 	
      Intellectual Property.

	 	 	 
		6.1. 	
      Ownership of Inventions; Assignment. Each Party
      shall own all right, title, and interest in and to any inventions made
      solely by such Party’s employees, agents, independent contractors and
      sublicensees in the course of conducting its activities under this
      Agreement during the Term, together with all intellectual property rights
      therein, including any rights to applications or other protections for any
      of the foregoing. The Parties shall jointly own all inventions made
      jointly by the employees, agents, independent contractors or sublicensees of each Party, in
      accordance with joint ownership interests of co-inventors under U.S.
      patent laws (that is, each Party shall have full rights to license, assign
      and exploit such joint inventions (and any patents arising therefrom)
      anywhere in the world, without any requirement of gaining the consent of,
      or accounting to, the other Party), subject to the licenses granted herein
      and subject to any other intellectual property held by such other Party.
      The Parties shall determine which Party will file, prosecute and maintain
      the Patents claiming or covering such jointly owned inventions.
      Inventorship shall be determined in accordance with U.S. patent laws.
      Notwithstanding the foregoing, Customer agrees to assign and hereby
      assigns and transfers to GWT all of its right, title and interest in and
      to any such solely owned or jointly owned inventions that relate to the
      composition of matter, manufacture or use of the Process (“Process
      Inventions”), and agrees to take, and to cause its employees, agents,
      consultants and sublicensees to take, all further acts reasonably required
      to evidence such assignment and transfer to GWT, at GWT’s reasonable
      expense. Customer hereby appoints GWT as its attorney-in-fact to sign such
      documents as GWT deems necessary for GWT to obtain ownership and to apply
      for, secure, and maintain patent or other proprietary protection of such
      Process Inventions if GWT is unable, after reasonable inquiry, to obtain
      Customer’s (or its employee’s or agent’s) signature on such a document.
      All Patents claiming or covering any Process Invention shall be referred
to herein as “Process Patents.”



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	 	6.2. 	
      Disclosure of Inventions. Customer shall, and
      shall cause its Third Party Subcontractors, and its Affiliates to,
      promptly disclose to GWT any invention disclosures, or other similar
      documents, submitted to it by its employees, agents, consultants or
      independent contractors describing inventions that may be Process
      Inventions, and all Information relating to such inventions to the extent
      necessary for the preparation, filing and maintenance of any Patent with
      respect to such invention.

	 	 	 
	 	6.3. 	
      Prosecution of Patents. GWT shall have the sole
      right to prepare, file, prosecute and maintain the GWT Patents at GWT’s
      own costs and expenses.

	 	 	 
	 	6.4. 	
      Infringement of Patents by Third
  Parties.





	 	(a) 	
      Customer shall promptly notify GWT in writing of any
      existing or threatened infringement in the Territory of the GWT Technology
      of which it becomes aware, and shall provide all evidence in its
      possession demonstrating such infringement.

	 	 	 
	 	(b) 	
      If a Third Party infringes on any GWT Technology
      processes in the Territory by making, using, importing, offering for sale
      or selling the Process (a “Process Infringement”), each Party shall
      share with the other Party all Information available to it regarding such
      alleged infringement. GWT shall have the sole and exclusive right, but not
      the obligation, to bring an appropriate suit or other action against
      any person or entity engaged in such
Process Infringement in the Territory. Customer shall provide to GWT reasonable
assistance in such enforcement, at GWT’s request and expense, including joining
such action as a party plaintiff if required by applicable Laws to pursue such
action. GWT shall keep Customer regularly informed of the status and progress of
such enforcement efforts, shall reasonably consider Customer’s comments on any
such efforts, and shall seek consent of Customer in any important aspects of
such enforcement, including determination of litigation strategy and filing of
important papers to the competent court, which shall not be unreasonably
withheld or delayed. Each Party shall bear all of its own internal costs
incurred in connection with its activities under this Section 6.4b. Customer
shall be entitled to separate representation in such matter by counsel of its
own choice and at its own expense, but Customer shall at all times cooperate
fully with GWT bringing such action. 



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	7. 	
      Confidentiality and Publication.

	 	 	 
		7.1. 	
      Confidentiality. Subject to any other provisions
      of this Agreement, each Party (the “Receiving Party”), for itself
      and its Affiliates, agrees that it shall, during the term of this
      Agreement and for a period of five (5) years thereafter or ten (10) years
      from the Effective Date, whichever is longer, (i) hold in confidence using
      not less than the efforts such Receiving Party uses to maintain in
      confidence its own proprietary information of similar kind and value the
      Confidential Information received before or after the Effective Date from
      the other Party (the “Disclosing Party”), (ii) not disclose such
      Confidential Information to any Third Party, except for those disclosures
      expressly permitted in this Section 7below, and (iii) not use such
      Confidential Information for any purpose other than the purposes expressly
      permitted by this Agreement, without first obtaining the prior written
      consent of the Disclosing Party, except as
follows:




	 	(a) 	
      such Confidential Information is a part of the public
      domain, or is known to the Receiving Party or any of its Affiliates
      without any obligation to keep it confidential, prior to its disclosure by
      the Disclosing Party to the Receiving Party hereunder; or

	 	 	 
	 	(b) 	
      such Confidential Information becomes a part of the
      public domain after its disclosure by the Disclosing Party to the
      Receiving Party hereunder without any breach by the Receiving Party of
      this Agreement; or

	 	 	 
	 	(c) 	
      such Confidential Information which the Receiving Party
      can demonstrate that it has been independently developed either prior to
      its disclosure by the Disclosing Party to the Receiving Party hereunder or
      without the use of Confidential Information of the Disclosing Party;
    or

	 	 	 
	 	(d) 	
      such Confidential Information is disclosed to the
      Receiving Party by a Third Party who has the right to make such
      disclosure; or



-12 -





	 	(e) 	
      such Confidential Information is required to be disclosed
      by Law.




	 		
      In each case, it shall be Customer’s obligation to prove
      that such an exception to the definition of Confidential Information
      exists.

	 	 	 
	 	7.2. 	
      Authorized Disclosure. The Receiving Party may
      disclose Confidential Information belonging to the Disclosing Party to the
      extent (and only to the extent) such disclosure is for a permitted purpose
      and is reasonably necessary in the following
instances:




	 	(a) 	
      filing or prosecuting Patents;

	 	 	 
	 	(b) 	
      in prosecuting or defending litigation;

	 	 	 
	 	(c) 	
      disclosure, solely on a “need to know basis”, to
      Affiliates, potential and existing collaborators, subcontractors,
      investment bankers, investors and lenders, and each of the Parties’
      respective directors, employees, contractors and agents, each of whom
      prior to disclosure must be bound by written obligations of
      confidentiality and non- use no less restrictive than the obligations set
      forth in this Section 7; provided, however, that the Receiving Party shall
      remain responsible for any failure by any Third Party who receives
      Confidential Information pursuant to this Section 7.2cto treat such
      Confidential Information as required under this Section
  7.




	 		
      If and whenever any Confidential Information is disclosed
      in accordance with this Section 7.2, such disclosure shall not cause any
      such information to cease to be Confidential Information except to the
      extent that such disclosure results in a public disclosure of such
      information (otherwise than by breach of this Agreement). Where reasonably
      possible and other than with respect to Section 7.2c, the Receiving Party
      shall notify the Disclosing Party of the Receiving Party’s intent to make
      such disclosure pursuant to this Section 7.2sufficiently prior to making
      such disclosure so as to allow the Disclosing Party adequate time to take
      whatever action it may deem appropriate in keeping with the terms of this
      Agreement to protect the confidentiality of the subject Confidential
      Information.

	 	 	 
	 	7.3. 	
      Terms of this Agreement. The Parties shall treat
      the terms of this Agreement as Confidential Information.

	 	 	 
	 	7.4. 	
      Publications. If either Party wishes to publish
      any information, data or results regarding the Process in written, oral or
      other form in any scientific journals or scientific conferences, a
      manuscript of the proposed publication shall first be sent to the other
      Party at least thirty (30) days in advance of such publication for review.
      Unless the reviewing Party informs the other in writing during this thirty
      (30) day period that the proposed publication must be delayed in order to
      protect a patentable invention or changed to avoid disclosure of
      Confidential Information of the Reviewing Party,
the other Party shall be free to publish
such results without restriction. In the event that a delay of the proposed
publication is required, the other Party shall withhold such submission for
publication for one additional period, up to sixty (60) days, or such other
period as the Parties may mutually agree. 



-13 -






	8. 	
      Compliance with Laws. THE PARTIES AGREE TO COMPLY
      WITH ANY AND ALL FEDERAL, STATE OR LOCAL LAWS, ORDERS, REGULATIONS AND/OR
      ORDINANCES, INCLUDING WITHOUT LIMITATION, THOSE OF THEIR RESPECTIVE
      COUNTRIES OF INCORPORATION OR PRINCIPAL PLACE OF BUSINESS, AS APPLICABLE
      UNDER THIS AGREEMENT. THE PARTIES FURTHER AGREE THAT IT IS UNLAWFUL FOR
      ANY ISSUER, DOMESTIC CONCERN OR PERSON ACTING WITHIN THE UNITED STATES TO
      OFFER OR MAKE A PAYMENT OF ANYTHING OF VALUE DIRECTLY OR INDIRECTLY TO A
      FOREIGN OFFICIAL, POLITICAL PARTY OR PARTY OFFICIAL, OR ANY CANDIDATE FOR
      PUBLIC OFFICE, FOR THE PURPOSE OF INFLUENCING THAT OFFICIAL TO ASSIST IN
      OBTAINING OR RETAINING BUSINESS PURSUANT TO FOREIGN CORRUPT PRACTICES ACT
      15 U.S.C. § 78DD-1-3.

	 	 
	9. 	
      Limitations of Liability. IN NO EVENT WILL GWT BE
      LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF
      DATA, OR ANY SPECIAL CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR
      EXTRAORDINARY DAMAGES, HOWEVER CAUSED, EVEN IF GWT HAS BEEN ADVISED OF THE
      POSSIBILITY OF SUCH DAMAGES. GWT’S AGGREGATE LAIBILITY FOR ANY AND ALL
      CLAIMS RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE PRIOR QUARTER’S
      CONSIDERATION GWT HAS BEEN PAID BY CUSTOMER UNDER THIS
AGREEMENT.

	 	 
	10. 	
      Indemnification.




	 	
      10.1.
	
      Mutual Indemnification. Each Party agrees to
      indemnify, defend and hold harmless the other Party and its Affiliates,
      and their directors, officers, employees, agents, successors and assigns
      (collectively, the "Other Party Indemnitees") from and against all
      liabilities, damages, losses, suits, proceedings, actions, claims,
      judgments and costs and expenses (including reasonable legal fees and
      expenses) (collectively, "Losses") they may suffer as the result of
      Third Party claims, demands, actions, suits or judgments against them
      resulting from or arising out of: (a) the negligence, recklessness or
      willful misconduct on the part of the indemnifying Party; (b) the failure
      by the indemnifying Party to comply with applicable Laws in connection
      with the exercise of any of its rights or the performance of any of its
      obligations hereunder; and/or (c) any material breach of this Agreement by
      the indemnifying Party. The foregoing indemnification obligation shall not
      apply to Losses to the extent resulting from or arising out of: (i) the
      negligence, recklessness or willful misconduct on the part of any of
    the Other Party Indemnitees; (ii) the failure by the
      other Party to comply with applicable Laws; and/or (iii) any breach of
  this Agreement by the other Party. 



-14 -





	 	10.2.	
      Indemnification Procedures. The indemnified party
      shall promptly notify the indemnifying party in writing of any claim,
      demand, action, or suit for which indemnity is sought (an “Action”)
      and cooperate with the indemnifying party at the indemnifying party’s sole
      cost and expense. The indemnifying party shall immediately take control of
      the defense and investigation of such Action and shall employ counsel of
      its choice to handle and defend the same, at the indemnifying party’s sole
      cost and expense. The indemnifying party shall not settle any Action in a
      manner that adversely affects the rights of the indemnified party without
      the indemnified party’s prior written consent, which consent shall not be
      unreasonably withheld or delayed. The indemnified party’s failure to
      perform any obligations under this Section 10.2shall not relieve the
      indemnifying party of its obligations under this Section 10.2except to the
      extent that the indemnifying party can demonstrate that it has been
      materially prejudiced as a result of such failure. The indemnified party
      may participate in and observe the proceedings at its own cost and
      expense. 

	 	 	
       

	 	10.3.	
      Insurance. During the Term of this Agreement,
      Customer shall, at its sole cost and expense, procure and maintain
      comprehensive general liability insurance, including product liability
      insurance, that (a) provides minimum limits of liability of at least
      US$2,000,000 and (b) includes all Other Party Indemnitees (as that term is
      defined in section 10.1) as additional insured. Upon request by GWT,
      Customer shall provide GWT with written evidence of such insurance.
      Additionally, Customer shall provide GWT with written notice of at least
      sixty (60) days prior to Licensee canceling, not renewing, or materially
      changing such insurance. 





	11. 	
      Term and Termination.




	 	11.1.	
      Initial Term. This Agreement shall commence as of
      the Effective Date and, unless terminated earlier in accordance with
      Sections 11.3or 11.4, shall remain in force for a period of seven (7)
      years (the “Initial Term”). 

	 	 	
       

	 	11.2.	
      Renewal Term. Customer will have the option to
      renew this Agreement for an additional term (the "Option to Renew")
      of ten (10) years (the "Renewal Term") upon the conclusion of the
      Initial Term. The Option to Renew may be exercised by Licensee by making
      written notice to GWT at least one (1) year prior to the expiration of the
      Initial Term. 

	 	 	
       

	 	11.3.	
      GWT’s Right to Terminate for Cause. GWT shall have
      the right to terminate this Agreement immediately by giving written notice
      to Customer if: 



-15 -





	 	(a) 	
      Customer fails to pay any amount due under this Agreement
      on the due date for payment and remains in default not less than thirty
      (30) days after being notified in writing to make such payment;

	 	 	 
	 	(b) 	
      Customer breaches this Agreement (other than failure to
      pay any amounts due under this Agreement) and (if such breach is curable)
      fails to cure such breach within thirty (30) days of being notified in
      writing to do so;

	 	 	 
	 	(c) 	
      Customer (1) becomes insolvent or admits its inability to
      pay its debts generally as they become due; (2) becomes subject,
      voluntarily or involuntarily, to any proceeding under any domestic or
      foreign bankruptcy or insolvency law, which is not fully stayed within
      seven business days or is not dismissed or vacated within 45 days after
      filing; (3) is dissolved or liquidated or takes any corporate action for
      such purpose; (4) makes a general assignment for the benefit of creditors;
      or (5) has a receiver, trustee, custodian, or similar agent appointed by
      order of any court of competent jurisdiction to take charge of or sell any
      material portion of its property or business;

	 	 	 
	 	(d) 	
      Customer challenges the validity of the GWT technology
      process or GWT’s ownership of the GWT process patent; or

	 	 	 
	 	(e) 	
      This Agreement nor any of the rights, interests or
      obligations under this Agreement shall be assigned or transferred, in
      whole or in part, by operation of law or otherwise by any of the parties
      to this agreement without the prior written consent of GWT. Such consent
      shall not be unreasonably withheld.




	 	11.4. 	
      Additional Termination for Non Viability. Customer
      shall have the right to terminate this Agreement on 30 days written notice
      to GWT if (a) the Bench Test (1) or second potential bench test in Section
      3.2 are not successful as defined in Section 3.1c, or (b) the Test Plant
      is not commercially viable as defined in Section 3.2??. 

	 	 	
       

	 	11.5. 	
      Customer’s Right to Terminate for Cause. Customer
      shall have the right to terminate this Agreement immediately by giving
      written notice to GWT if: 



11.5 a) GWT (1) becomes insolvent or
admits its inability to pay its debts generally as they become due; (2) becomes
subject, voluntarily or involuntarily, to any proceeding under any domestic or
foreign bankruptcy or insolvency law, which is not fully stayed within seven
business days or is not dismissed or vacated within 45 days after filing; (3) is
dissolved or liquidated or takes any corporate action for such purpose; (4)
makes a general assignment for the benefit of creditors; or (5) has a receiver,
trustee, custodian, or similar agent appointed by order of any court of
competent jurisdiction to take charge of or sell any material portion of its
property or business; or 

-16 -




11.5 b) Any third party succeeds in
its challenge of the validity of GWT’s ownership of the GWT process patent in a
US court of competent jurisdiction. 

	12. 	
      Effects of Termination or
  Expiration.




	 	
      12.1. 
	
      Survival. Expiration or termination of this
      Agreement shall not affect the rights or obligations of the Parties under
      this Agreement that have accrued prior to the date of termination or
      expiration including, without limitation: 



a) the obligations of confidentiality
provided for in Section 7; 

b) the Parties’ right to receive all
payments accrued under this Agreement; 

c) GWT’s right of inspecting books and
account of Customer and its pursuant to Section 4.7 ; and 

d) the rights and ownership in any
Patents and Know-How the respective Party has obtained prior to expiration or
termination of this Agreement. 

In addition to the foregoing, the
following provisions shall survive expiration or termination of this Agreement
for any reason and shall continue in full force and effect: Sections 1, 6, 7,
12, and 12.2. Unless otherwise provided herein, the license grants contained in
Sections 2.1, and all other licenses and other rights and obligations hereunder,
shall terminate upon termination of this Agreement. 

	 	
      12.2. 
	
      Customer Obligations. Upon termination of this
      Agreement for any reason, Customer and its Affiliates shall cease use of
      the GWT technology process. In addition, Customer shall destroy or return
      (with confirmation letter to GWT upon request) to GWT any and all GWT
      Know-How or Confidential Information in the possession of Customer or its
      Affiliates, without delay. Unless the Parties agree otherwise in writing,
      Customer agrees to disassemble and sell or destroy, within a commercially
      reasonable period of termination, any equipment, machinery, or tools
      located at the Test Plant or the Commercial Plant that implement, embody,
      or otherwise carry out the GWT technological process. The above equipment,
      machinery, or tools shall be sold piece by piece or destroyed in an
      approved manner of GWT. 




	13. 	
      Miscellaneous.




	 	
      13.1. 
	
      Further Assurances. From time to time subsequent
      to the Closing Date, the parties covenant and agree, at the expense of the
      requesting party, to promptly execute and deliver all such further
      documents and instruments and do all such further acts and
  things as may be required to carry out the full intent
      and meaning of this Agreement and to effect the transactions contemplated
  hereby. 



-17 -





	 	13.2. 	
      Relationship of the Parties. The relationship
      between the parties is that of independent contractors. Nothing contained
      in this Agreement shall be construed as creating any agency, partnership,
      joint venture or other form of joint enterprise, employment or fiduciary
      relationship between the parties, and neither party shall have authority
  to contract for or bind the other party in any manner whatsoever.  

	 	 	
       

	 	13.3. 	
      No Third-Party Beneficiaries. This Agreement is
      for the sole benefit of the Parties hereto and their respective successors
      and permitted assigns and nothing herein, express or implied, is intended
      to or shall confer upon any other Person any legal or equitable right,
      benefit or remedy of any nature whatsoever, under or by reason of this
      Agreement. 

	 	 	
       

	 	13.4. 	
      Assignment. This Agreement may not be assigned by
      any party hereto without the prior written consent of the other parties
      hereto. This Agreement will inure to the benefit of and be binding upon
      the parties hereto and their respective successors and permitted assigns.      

	 	 	
       

	 	13.5. 	
      Counterparts. This Agreement may be executed in
      several counterparts, each of which will be deemed to be an original and
  all of which will together constitute one and the same instrument.  

	 	 	
       

	 	13.6. 	
      Entire Agreement. This License Agreement, together
      with all Schedules and Exhibits and any other documents incorporated
      herein by reference, constitutes the entire agreement between the parties
      with respect to the subject matter hereof and supersedes all prior
      agreements, understandings, negotiations and discussions, whether written
      or oral. There are no conditions, covenants, agreements, representations,
      warranties or other provisions, express or implied, collateral, statutory
      or otherwise, relating to the subject matter hereof except as herein
      provided. 

	 	 	
       

	 	13.7.	
      Time of Essence. Time is of the essence of this
      Agreement and each of its terms. 

	 	 	
       

	 	13.8. 	
      Applicable Law; Disputes. This License Agreement
      will be construed, interpreted and enforced in accordance with, and the
      respective rights and obligations of the parties will be governed by, the
      laws of the State of Florida, without regard to its choice of law
      provisions. Any proceeding arising out of this Agreement shall be
      commenced only in a court of competent jurisdiction located in Orange
      County, Florida, and the parties hereby consent and submit themselves to
      the exclusive jurisdiction of those courts for purposes of any such
      proceeding. The parties will use their best efforts to negotiate in good
      faith and settle any dispute that may arise out of or relate to this
      Agreement or any breach of it. If any such dispute cannot be settled
      amicably through ordinary negotiations between representatives of the
      parties, the dispute shall be referred to the management of each party who
      will meet in good faith in order to try and resolve the dispute. All
      negotiations connected with the dispute will be conducted in complete
      confidence and the parties undertake not to divulge details of such
      negotiations except to their professional advisers who will also be
      subject to such confidentiality and such negotiations shall be without
      prejudice to the rights of the parties in any future proceedings.  









	 		
      In the event any such dispute is unresolved after thirty
      (30) days, such disputes arising out of or in connection with this License
      Agreement, including any question regarding its existence, validity or
      termination, shall be finally settled under the Rules of the American
      Arbitration Association (“AAA”) for the time being in force
      (“AAA Rules”), which rules are deemed to be incorporated by
      reference into this Clause. For disputes where the total amount in dispute
      (including all counterclaims) is less than $5 million, the tribunal shall
      consist of one (1) arbitrator to be appointed by the Chairman of AAA. For
      all other disputes, the tribunal shall consist of three (3) arbitrators to
      be appointed by the Chairman of the AAA. The seat of arbitration shall be
      Reno, NV USA. The language to be used in the arbitration proceedings shall
      be English. 

	 	 	
       

	 	13.9. 	
      Amendments and Waivers. No amendment or waiver of
      any provision of this Agreement will be effective unless it is in writing
      and signed by both Parties. No waiver of any provision of this Agreement
      will constitute a waiver of any other provision, nor will any waiver or
    any failure to enforce any provision constitute a continuing waiver.    

	 	 	
       

	 	13.10. 	
      Severability. If any term or provision of this
      Agreement is invalid, illegal, or unenforceable in any jurisdiction, such
      invalidity, illegality, or unenforceability shall not affect any other
      term or provision of this Agreement or invalidate or render unenforceable
      such term or provision in any other jurisdiction. In the event that any
      term or provision hereof is declared invalid, illegal, or unenforceable,
      the parties agree to reduce the scope, duration, area or applicability of
      the term or provision, to delete specific words or phrases, or to replace
      any invalid, illegal, or unenforceable term or provision with a term or
      provision that is valid and enforceable and that comes closest to
      expressing the original intention of the invalid, illegal, or
      unenforceable term or provision. 

	 	 	
       

	 	13.11. 	
      Waiver of Jury Trial. Each party irrevocably and
      unconditionally waives any right it may have to a trial by jury in respect
      of any legal action arising out of or relating to this Agreement or the
      transactions contemplated hereby. 

	 	 	
       

	 	13.12. 	
      Equitable Relief. Customer acknowledges that a
      breach by Customer of this Agreement may cause GWT irreparable damages,
      for which an award of damages would not be adequate compensation and
agrees that, in the event of such breach or threatened breach, GWT will be entitled to seek equitable relief,
      including a restraining order, injunctive relief, specific performance and
      any other relief that may be available from any court, in addition to any
      other remedy to which GWT may be entitled at law or in equity. Such
      remedies shall not be deemed to be exclusive but shall be in addition to
      all other remedies available at law or in equity, subject to any express
  exclusions or limitations in this Agreement to the contrary. 



-19 -





	 	13.13. 	
      Attorneys’ Fees. In the event that any action,
      suit, or other legal or administrative proceeding is instituted or
      commenced by either Party against the other Party arising out of or
      related to this Agreement, the prevailing party shall be entitled to
      recover its reasonable attorneys’ fees and court costs from the
      non-prevailingParty. 

	 	 	
       

	 	13.14. 	
      Currency. Unless otherwise indicated, all dollar
      amounts in this Agreement are expressed in United States dollars, without
      regard to exchange rates. 

	 	 	
       

	 	13.15. 	
      Sections and Headings. The division of this
      Agreement into sections and subsections and the insertion of headings are
      for convenience of reference only and will not affect the interpretation
      of this Agreement. Unless otherwise indicated, any reference in this
      Agreement to a section, subsection or Schedule refers to the specified
      section or subsection of or Schedule to this Agreement. 

	 	 	
       

	 	13.16. 	
      Number, Gender and Persons. In this Agreement,
      words importing the singular number only will include the plural and vice
      versa, words importing gender will include all genders and words importing
      persons will include individuals, corporations, partnerships,
      associations, trusts, unincorporated organizations, governmental bodies
      and other legal or business entities of any kind whatsoever. 

	 	 	
       

	 	13.17. 	
      Accounting Principles. Except as otherwise stated,
      any reference in this Agreement to generally accepted accounting
      principles refers to generally accepted accounting principles that have
      been established in the United States of America, including those approved
      from time to time by the American Institute of Certified Public
      Accountants or any successor body thereto. 

	 	 	
       

	 	13.18. 	
      Notices. Any notice required or permitted to be
      given under this Agreement will be in writing and may be given by personal
      service or by prepaid registered mail, and addressed to the proper party
      or transmitted by electronic facsimile generating proof of receipt of
  transmission at the address or facsimile number stated below:  



if to GWT: 

Genesis Water Technologies, Inc.

555 Winderley Place Suite 300 
Maitland, FL 32751 USA 
Tel: +1 321 280
2742 


-20 -




if to the Customer: 

Enertopia Corporation 
Suite 950 -
1130 West Pender Street 
Vancouver, BC V6E 4A4 


Tel: +1 250 765 6412 

with a copy to: 

Macdonald Tuskey 
409 221 W.
Esplande, 
North Vancouver, BC V7M 3J3 


Attention: William L. Macdonald 

Facsimile No.: +1 (604) 973-0280 

or to such other address or facsimile
number as any party may specify by notice. Any notice sent by registered mail as
aforesaid will be deemed conclusively to have been effectively given on the
fifth business day after posting; but if at the time of posting or between the
time of posting and the third business day thereafter there is a strike, lockout
or other labour disturbance affecting postal service, then such notice will not
be effectively given until actually received. Any notice transmitted by
electronic facsimile will be deem conclusively to have been effectively given if
evidence of receipt is obtained before 5:00 p.m. (recipient’s time) on a
business day, and otherwise on the business day next following the date evidence
of receipt of transmission is obtained by the sender. 

[CONTINUED ON THE NEXT PAGE] 

-21 -




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

	GENESIS WATER TECHNOLOGIES, INC. 	ENERTOPIA CORP. 
	 	 
	By: _________________________________________	By:
  _________________________________________
	 	 
	Name: _______________________________________	Name:
  _______________________________________
	 	 
	Title: ________________________________________	Title:
    ________________________________________
	 	 
	Date: ________________________________________	Date:
    ________________________________________


-22 -




EXHIBIT 1 – GWT PATENTS 

United States Provisional Patent No XXXXX. 

-23 -




EXHIBIT 2 – TECHNICAL SUPPORT AND CONSUMABLES AGREEMENT


[ attached ] 

-24 -