Exhibit 10.T


    Exhibit
      10.T

    LICENSE
      AGREEMENT

    1.
      Introduction.
      

    This
      License Agreement (the "Agreement") is made between Gary
      Hess,
      an
      individual (hereinafter referred to as “Licensor” or “Mr. Hess”), 22082
      Esplendor, Mission Viejo CA, 92691 and Seychelle
      Environmental Technologies, Inc., a
      California Corporation (hereinafter referred to as “Licensee”), 33012 Calle
      Perfecto San Juan Capistrano, CA 92675   Licensor
      and Licensee shall be collectively referred to as "the parties." Licensor is
      the
      owner of certain proprietary rights to an invention referred to as Aqua Gear
      Drinking Water Purifier and its patented design and technology. Licensee desires
      to license certain rights in the invention. Therefore the parties agree as
      follows:

     

    2.
      The Property 

    The
      Property is defined as (i) the invention(s) described in U.S. Patent No
      6,136,188, and any reissues, re-examinations, continuations,
      continuations-in-party or divisions of such patent; (ii) know-how, trade
      secrets, formulas, research data, know-how and specifications related to the
      practice of such invention owned or controlled by Licensor, and (iii) any
      improvements to the practice of such invention to the extent not newly
      patentable inventions. 

     

    -
      Licensed
      Products 

    Licensed
      Products are defined as any products sold by the Licensee, or its affiliates
      or
      sublicensees that incorporate any of the Property. The Products are defined
      in
      Exhibit “A” attached. From time to time additional Products may be
      added.

     

    -
      Trademarks

    Trademarks
      are defined as the words and marks set out on Exhibit “B.” The parties
      acknowledge that the Trademarks were developed and owned by Licensor, and on
      the
      Agreement of the parties, Licensor permitted ownership of the Trademarks, and
      the goodwill associated with the Trademarks, to be taken by
      Licensee.

     

    3.
      Grant of Rights.
      

    Licensor
      grants to Licensee an exclusive license to the Property to make, use and sell
      Licensed Products for any use. Notwithstanding the foregoing exclusive license
      of Licensor’s rights, Licensee acknowledges that U.S. Patent No. 6,136,188 is
      co-owned by a third party who retains the right to practice the inventions
      therein and to assign or license his rights thereto, without notice or
      accounting to Licensor or Licensee. It is expressly understood that the third
      party acquires no rights whatsoever, directly or indirectly to any Property,
      Products, Trademarks or compensation under this Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

     

    4.
      Sublicense.
      Subject
      to payment of the compensation set forth in Section 10 below, Licensee may
      sublicense the rights granted pursuant to this Agreement. 

     

    5.
      Reservation
      of Rights.

    Licensor
      expressly reserves all rights other than those being conveyed or granted in
      this
      Agreement.

     

    6.
      Territory

    The
      rights granted to Licensee are worldwide. 

     

    7.
      Term

    This
      Agreement shall commence upon the latest signature date, and shall continue
      until terminated as set forth herein. In the event that either party defaults
      or
      is in breach of any of the provisions of this Agreement, the other party may
      terminate this Agreement by giving the defaulting or breaching party sixty
      (60)
      days’ advance written notice thereof (or ten (10) days in the event of a payment
      default); provided, however, that if the defaulting or breaching party cures
      said default or breach within the sixty (60) day (or ten (10)) period referred
      to, this Agreement shall continue in full force and effect as if such default
      or
      breach had not occurred.

     

    In
      the
      event Licensee shall go into liquidation, or have a receiver or trustee
      appointed for its property or estate, or shall make an assignment for the
      benefit of creditors, whether any of the aforesaid events be the outcome of
      a
      voluntary act or otherwise, Licensor shall be entitled by notice to terminate
      this Agreement forthwith.

     

    8.
      Diligence.
      

    Licensee
      shall use its best effort to commercialize the Property through the manufacture
      and sale of Licensed Products, and to exploit the Trademarks.

     

    9.
      Net Sales 

    Net
      Sales
      are defined as Licensee's or any affiliate’s or licensee’s or sublicense’s gross
      sales (i.e., the gross invoice amount billed customers) of (i) Licensed
      Products, and (ii) any other products or services using the Trademarks, less
      quantity discounts and returns actually credited. A quantity discount is a
      discount made at the time of shipment. For sales in currency other than U.S.
      dollars, Licensee will calculate the sales in the foreign currency and convert
      to U.S. Dollars using the appropriate foreign exchange rate for the currency
      quoted by the Bank of America (San Francisco) foreign exchange desk, on the
      close of business on the last banking day of each calendar quarter. No Net
      Sales
      shall accrue on sales by Licensee, or its affiliates or sub-licensees directly
      or indirectly to Governments, military or organizations such as PX’s that supply
      military bases. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    10.
      Compensation

     

    A.
      Royalties:
      Licensee agrees to pay, on a monthly basis, a royalty of two percent (2%) of
      Net
      Sales until $120,000 in royalties is reached in any calendar year starting
      from
      the date of this Agreement, and one percent (1%) of Net Sales for the balance
      of
      such calendar year thereafter. All royalty payments will be made in U.S.
      dollars, within fifteen (15) days following the end of each calendar month,
      and
      shall be accompanied by a report stating gross sales of Licensed Products and
      other products bearing the Trademark(s), the permitted deductions there from,
      any applicable currency conversions, any credits of the royalty prepayments
      under Section 10B, and the total amount due. If in any month there are no Net
      Sales, Licensee shall so report to Licensor. With respect to Licensed Products
      that do not bear, or are not promoted with the Trademark(s), the obligation
      to
      pay royalties on Net Sales shall expire on the expiration of the last patent
      licensed hereunder. Royalty payments shall remain in force for Trademark and
      Trade Name as long as Licensee or its affiliates uses them.

     

    
      	
              B.

            	
              Annual
                Minimum Royalties:
                Starting January 1, 2007, and each year thereafter Licensee shall
                pay to
                Licensor a royalty prepayment of $1,000 per month creditable against
                royalties accruing. If actual monthly royalties are greater than
                $1,000,
                no payment shall be made.

            


    

    
      	
               

              C.

            	
               

              Sublicense
                Revenues: Licensee
                shall pay Licensor fees of all sublicensing revenue received by Licensee
                or its affiliates. For purposes of this Agreement, sublicensing revenue
                shall be determined as follows:

            


    

    
      	 	
              ·

            	
              Fees
                will be paid on all Products sold for export using brand names
                incorporated in Exhibit “A.”

            


    

    
      	 	
              ·

            	
              Fees
                will be paid on all Private Brand products incorporating technology
                covered in Exhibit “A.”

            


    

    
      	 	
              ·

            	
              Fees
                will be paid on all Joint Ventures as follows: A one time 5% fee
                on all
                initial cash received by License. Thereafter, a 5% commission on
                all
                filter sales for Products sold by the Joint Venture incorporating
                brand
                names or technology identified in Exhibit
“A.”

            


    

    
      	
               

              D.

            	
               

              Warrants:
                Concurrently with the execution of this Agreement, Licensee shall
                has
                issue to Licensor a warrant to purchase100, 000 shares of Licensor
                common
                stock at $.40 a share. Such warrant shall be evidenced by a written
                memo
                form an Officer of the Licensee detailing the terms and details of
                execution of the warrant.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    
      	
              E.

            	
              11.
                Audit Rights 

            


    

    Licensee
      shall keep, and shall cause its licensees and sublicensees to keep, accurate
      books of account and records covering all transactions relating to the license
      granted in this Agreement, and Licensor or its duly authorized representatives
      shall have the right upon five days prior written notice, and during normal
      business hours, to inspect and audit such records. All books of account and
      records shall be made available in the United States and kept available for
      at
      least two years after the termination of this Agreement. 

    


    12.
      Late Payment.
      

    Time
      is
      of the essence with respect to all payments to be made by Licensee under this
      Agreement. If Licensee is late in any payment provided for in this Agreement,
      Licensee shall pay interest on the payment from the date due until paid at
      a
      rate of .5% per month.

     

    13.
      Licensor Warranties 

    Licensor
      warrants that it has the power and authority to enter into this Agreement and
      has no knowledge as to any third party claims regarding the proprietary rights
      in the Property that would interfere with the rights granted under this
      Agreement.

     

    14.
      Patent Maintenance. 

    Licensee
      shall maintain any patent included in the Property. 

     

    15. Enforcement.
      

    Licensor
      and Licensee shall each give immediate notice to the other of any infringement
      of the Property or the Trademarks by third parties, which may come to their
      attention. Licensor hereby grants Licensee the right to institute and conduct
      such legal action against third party infringers of the Property and
      acknowledges Licensee’s right conduct such legal action against third party
      infringers of the Trademarks. Licensee shall not settle any such action without
      the consent of Licensor, which will not be unreasonably withheld. Licensee
      shall
      receive the full benefits of any action it takes pursuant to this Section 15,
      provided, however, if Licensee receives any amounts by way of settlement or
      judgment from a third party infringer in excess of Licensee’s costs and expenses
      in bringing such action an/or obtaining such settlement, such excess shall
      be
      deemed to be sublicensing revenue under Section 10 above, and Licensor shall
      be
      entitled ten percent (10%) thereof. In any such action, Licensee shall be
      entitled to join Licensor as a party to such action and Licensor will be
      obligated to reasonably assist Licensee, at the expense of Licensee. In the
      event that Licensee, without reasonable business justification, fails to
      commence actions or proceedings against infringers of the Property within ninety
      (90) days after receiving written notice thereof from Licensor, Licensor,
      at Licensor’s expense, shall have the right to initiate and pursue such action
      and receive all resulting benefits.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    16.
      Defense. 

    Licensor
      and Licensee shall each give immediate notice to the other of any claim that
      the
      use of the Property or the Trademarks infringes the rights of third parties.
      Licensor shall defend against such claims and shall defend, and hold harmless
      Licensee with respect to such claims. Licensee shall not settle any such action
      without the consent of Licensor, which will not be unreasonably withheld.


     

    17.
      Indemnification by Licensor

    Licensor
      shall indemnify Licensee and hold Licensee harmless from any damages and
      liabilities (including reasonable attorneys' fees and costs), arising from
      any
      breach of Licensor's warranties as defined in Licensor's Warranties, above,
      provided: (a) such claim, if sustained, would prevent Licensee from marketing
      the Licensed Products or the Property; (b) such claim arises solely out of
      the
      Property as disclosed to the Licensee, and not out of any change in the Property
      made by Licensee or a vendor, or by reason of an off--the--shelf component
      or by
      reason of any claim for trademark infringement; (c) Licensee gives Licensor
      prompt written notice of any such claim; (d) such indemnity shall only be
      applicable in the event of a final decision by a court of competent jurisdiction
      from which no right to appeal exists; and (e) that the maximum amount due from
      Licensor to Licensee under this paragraph shall not exceed the amounts due
      to
      Licensor under the Payment Section from the date that Licensor notifies Licensee
      of the existence of such a claim, and shall be payable only by offset against
      royalties accruing after such date.

     

    18.
      Indemnification by Licensee, Insurance.
      

    Licensee
      shall indemnify Licensor and hold Licensor harmless from any damages and
      liabilities (including reasonable attorneys' fees and costs), (a) arising from
      any breach of Licensee's warranties and representation as defined in the
      Licensee Warranties, above, (b) arising out of any alleged defects or failures
      to perform of the Licensed Products or any product liability claims or use
      of
      the Licensed Products; and (c), any claims arising out of manufacturing,
      advertising, distribution, marketing or use of the Licensed Products or use
      of
      the Trademarks. During the term of this Agreement and for two years thereafter,
      Licensee shall maintain product liability insurance of at least
      $2,000,000.

     

    19.
      Survival. 

    The
      obligations of this Agreement are binding upon successors, including without
      limitation any acquirer or successor in interest of Licensee or Licensee’s
      business. 

     

    20.
      Dispute Resolution. - Mediation & Arbitration. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      Parties agree that every dispute or difference between them, arising under
      this
      Agreement, shall be settled first by a meeting of the Parties attempting to
      confer and resolve the dispute in a good faith manner. If the Parties cannot
      resolve their dispute after conferring, any Party may require the other Parties
      to submit the matter to non-binding mediation, utilizing the services of an
      impartial professional mediator approved by all Parties. If the Parties cannot
      come to an agreement following mediation, the Parties agree to submit the matter
      to binding arbitration at a location mutually agreeable to the Parties. The
      arbitration shall be conducted on a confidential basis pursuant to the
      Commercial Arbitration Rules of the American Arbitration Association. Any
      decision or award as a result of any such arbitration proceeding shall include
      the assessment of costs, expenses and reasonable attorney's fees and shall
      include a written record of the proceedings and a written determination of
      the
      arbitrators. Absent an agreement to the contrary, an arbitrator experienced
      in
      intellectual property law shall conduct any such arbitration. The Parties
      reserve the right to object to any individual who shall be employed by or
      affiliated with a competing organization or entity. In the event of any such
      dispute or difference, either Party may give to the other notice requiring
      that
      the matter be settled by arbitration. An award of arbitration shall be final
      and
      binding on the Parties and may be confirmed in a court of competent
      jurisdiction.

     

    21.
      Governing Law 

    This
      Agreement shall be governed in accordance with the laws of the State of
      California.

     

    22.
      Jurisdiction. 

    The
      parties consent to the exclusive jurisdiction and venue of the federal and
      state
      courts located in Orange County, California in any action arising out of or
      relating to this Agreement. The parties waive any other venue to which either
      party might be entitled by domicile or otherwise.

     

    23.
      Waiver. 

    The
      failure to exercise any right provided in this Agreement shall not be a waiver
      of prior or subsequent rights.

     

    24.
      Invalidity.
      

    If
      any
      provision of this Agreement is invalid under applicable statute or rule of
      law,
      it is to be considered omitted and the remaining provisions of this Agreement
      shall in no way be affected.

     

    25.
      Entire Understanding.
      

    This
      Agreement expresses the complete understanding of the parties and supersedes
      all
      prior representations, agreements and understandings, whether written or oral.
      This Agreement may not be altered except by a written document signed by both
      parties.

     

    26.
      Attachments & Exhibits.
      

    The
      parties agree and acknowledge that all attachments, exhibits and schedules
      referred to in this Agreement are incorporated in this Agreement by
      reference.

     

    24.
      Notices.
      

    Any
      notice or communication required under this Agreement shall be sufficiently
      given when received by certified mail, or sent by facsimile transmission or
      overnight courier.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Agreed
      and Accepted by:

    


    Each
      party has signed this Agreement through its authorized representative. The
      parties, having read this Agreement, indicate their consent to the terms and
      conditions by their signature below.

    


    By
/s/
      Carl Palmer__________________         
Date:
July
      25,
      2006_______

    Licensee
      Name: Carl
      Palmer, President and CEO

    Seychelle
      Environmental Technologies, Inc.

    


    By
/s/
      Gary Hess_______________                 Date:
July
      25, 2006_______

    Licensor:
      Gary
      Hess

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Exhibit
      “A”

     

    Licensed
      Products include the following:

     

    
      	 	
              1.

            	
              Filters
                directly attached to a cap attached or screwed onto a
                bottle

            


    

    
      	 	
              -

            	
              Canteens

            


    

    
      	 	
              -

            	
              180z
                Sport Bottle

            


    

    
      	 	
              -

            	
              New
                cap for PET Bottled Water Bottles

            


    

    


    
      	 	
              2.

            	
              Flip
                up spout on a bottle cap

            


    

    
      	 	
              -

            	
              Flip
                Top Bottles

            


    

    
      	 	
              -

            	
              Bottoms
                Up Bottles

            


    

    


    Exhibit
      “B”

    


    The
      trade
      name and logo covered in this Agreement is Aqua Gear.