Filed by Bowne Pure Compliance






Exhibit 10.18




TECHNOLOGY LICENSE AND JOINT DEVELOPMENT AGREEMENT




This Technology License and Joint Development Agreement is made among Biomass North American
Licensing, Inc. (herein called “BNAL”), Biomass North America, LLC (“Biomass North America”) and
Anthony P. Noll (herein called “Noll” and collectively with Biomass North America, the
“Licensors”), effective the
 _____ 
day of July, 2008 (the “Effective Date”). The parties include any
affiliate of a party; an “affiliate” is defined as the parent company of a party and any company
that is controlled directly or indirectly by that party or its parent company through more than
fifty percent (50%) ownership, provided such affiliate agrees to be bound by this agreement.



WHEREAS, Noll has filed those certain patent applications identified as United States Patent
Application Serial Nos. 11/296,585 (Atty. Docket No. NOLT103), 11/296,586 (Atty. Docket No.
NOLT102), and 10/713,557 (now abandoned) (Atty. Docket No. NOLT101) copies of which are attached
hereto as Exhibit A (the “Noll Patents”) for the use of a pressurized steam vessel operating under
lower temperature and pressure conditions as described in the Noll Patents and the Biomass Patent
(as defined herein) (the “Technology”) to separate and clean municipal solid waste where the
cellulosic material derived from the process is used to produce ethanol and other bio-fuels.



WHEREAS, Noll has filed that certain patent application identified as United States Patent
Application Serial No. 11/355,632 (Atty. Docket No. NOLT104), a copy of which is attached hereto as
Exhibit B, and subsequently licensed such patent to Biomass North America, LLC. (the “Biomass
Patent” and together with the Noll Patents, the “Technology Patents”) to use the Technology for a
broad range of uses including the production of energy products; and



WHEREAS, BNAL desires to obtain an exclusive license to use the Technology in North America.



NOW THEREFORE, in consideration of the premises and of the mutual covenants and agreements
contained hereinafter, the parties agree as follows:




	1.	LICENSE TO PRODUCE ETHANOL AND OTHER BIOFUELS.







	 	(a)	 	Licensors hereby grant to BNAL an exclusive license in North America (as
defined herein) to use the Technology as described in the Technology Patents and any
modifications, extensions or improvements to the Technology Patents subject to the
further conditions set forth in this Agreement. “North America” shall include the
United States and Canada. No other person, including the Licensors, shall be
entitled to use the Technology for the purposes licensed to BNAL hereunder in North
America during the term of this Agreement. The License shall include all know-how,
data, designs, and other information developed by Licensors in connection with the
Technology, now existing or developed at any time during this Agreement.





 


 









 











	 	(b)	 	Consideration: In consideration therefore, upon signing this agreement
BNAL shall pay Licensors $1.00 U.S.

	 
	 	(c)	 	Royalty: In addition to the above consideration, BNAL shall pay Licensors
a Royalty equal to $1.00 for each dry ton of biomass produced using the Technology
where the biomass is used for the production of energy products. BNAL shall not be
required to pay a royalty if the biomass produced using the Technology is used for
research or testing purposes. Within thirty days prior to the first use of the
Technology by BNAL whereby a royalty shall be generated, BNAL and Licensors shall
agree in writing as to a commercially reasonable method for determining the amount of
biomass derived using the Technology; provided that if at such time the parties have
not made such determination, either party may submit the matter to arbitration in
accordance with Paragraph 16 of this Agreement and the determination of the
arbitrator in such matter shall be final and binding on all parties hereto. BNAL
shall retain all records relating to the use of the Technology for the production of
biomass for a period of three years. Licensors shall be entitled to inspect such
records at BNAL’s offices during regular office hours at any time during the term of
this Agreement after five days written notice. If Licensors’ examination reveals a
discrepancy of ten percent or more on any payments owed Licensors hereunder and such
amount is agreed by the parties to be correct or ultimately determined to be correct
by other means, BNAL shall be required to pay Licensors the costs of any examination
or proceedings necessary to discover and collect such discrepancy.

	 
	 	 	 	The Royalty payable hereunder shall be payable quarterly (based on calendar
quarters) and shall be due and owing within thirty days after the end of each
such quarter during the term of this Agreement. The amount due hereunder may be
paid in cash or stock, which shall be determined by Licensors in their sole
discretion. If Licensors desire to be paid in cash, Licensors shall so notify
BNAL in writing at least ten days prior to the end of the quarter in which
payment is due. If no such notice is received, payment shall be in the form of
Common Stock, $0.001 par value per share of BNAL, provided that at such time
such Common Stock is publicly tradable on a recognized exchange, quotation
system or over the counter market. The value of such stock for determining the
amount due Licensors shall be the price obtained by the average daily closing
price for shares of such stock on the five days preceding the end of the
applicable quarter for which payment is due. If on the last day of the quarter
for which any payment hereunder is due, BNAL’s Common Stock is not publicly
tradable on a recognized exchange, quotation system or over the counter market,
BNAL shall be required to make payment for that quarter in cash.





 


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	 	(d)	 	Enhancements. Each party shall own any and all improvements to the
Technology made at its expense and costs, however, each party agrees to
license to the other party any enhancements it makes to the Technology. (Such
enhancements created by Licensors shall be subject to the terms of this
Agreement.) Such enhancements shall be delivered promptly upon their
development.

	 
	 	(e)	 	Term and Termination. This Agreement shall be for the later of a term of
twenty one years from the date hereof or the date of expiration of the Technology
Patents, including any extensions, modifications or amendments thereto, unless
terminated sooner by a party. Either BNAL or Licensors, as the case may be, may
terminate this Agreement upon breach by the other party of any covenant or
representation or warranty in this Agreement by providing sixty days notice if the
breaching party fails to cure such breach in the sixty day period after notice.
Licensors may terminate this agreement in the event of the insolvency, bankruptcy, or
dissolution of BNAL; BNAL’s failure or inability to commence construction of the
Commercial Development within 2 years from the date hereof; or BNAL’s abandonment of
any reasonable efforts to exploit the Technology.






2. JOINT DEVELOPMENT. Prior to the date of this Agreement, Noll and/or Biomass North America
commenced discussions with Duke Energy, Inc. relating to a project whereby the Technology would be
used to generate combustible biomass for the production of electricity on a commercial scale (the
“Commercial Development”). To date no site has been selected for the Commercial Development,
however a site owned and operated by an affiliate of Biomass North America located in Chicago,
Illinois at                      (the “Proposed Site”) is currently being considered as the location for such.
Licensors agree to provide BNAL with any and all contacts, data, correspondence or other
information relating to the Commercial Development and work together with BNAL to complete the
Commercial Development consistent with the terms of this Agreement.



3. ENGINEERING SUPPORT/DEVELOPMENT PROCESS/EXTENSIONS. The parties acknowledge and understand that
the commercialization of the Technology is risky and they will encounter unforeseen obstacles. The
description of the projected development of the Technology in this Agreement is based on BNAL’s
current engineering plans. If at any time, BNAL is in good faith working to meet its obligations
hereunder, but is unable to do so because of delays in engineering, permitting, obtaining
governmental approvals, construction or financing, and at such time is using commercially
reasonable efforts to resolve such issues, then BNAL may extend its time for complying with its
obligation to commence the Commercial Development and release from the escrow the 4,000,000 shares
by an additional 180 days by issuing to Licensors an additional 100,000 shares of BNAL Common
Stock, provided BNAL may do so only once during the term of this Agreement.


 


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In order to complete the development of the Technology, Noll will be required to provide
engineering support to BNAL, for the Technology, including meeting with BNAL’s engineers, traveling
to Golden, Colorado to assist BNAL in producing biomass, providing any and all current or future
test results, engineering data, designs, chemical analyses and other information relating to the
Technology requested by BNAL or its engineers. Upon execution of this
Agreement, Noll shall provide any such information in his possession to BNAL. BNAL will pay the
reasonable costs associated therewith, including the travel, meals and lodging. In addition, to
further assist in the foregoing, upon obtaining the financing necessary to construct the Commercial
Development, Noll shall become a Consultant of BNAL for the remainder of the term of this Agreement
subject to BNAL’s payment of compensation acceptable to Noll. Noll and the BNAL shall enter into a
Consulting Agreement, satisfactory to both parties, whereby Noll will be required to devote his
full time consulting efforts to advise BNAL on the construction and operation of the Commercial
Development and any future construction and operation of plants undertaken by BNAL and BNAL shall
pay Noll compensation for such services acceptable to Noll.



4. EXCLUSIVITY. Licensors agree that during the term of this Agreement, Licensors will not grant
to any third party any licenses to use the Technology, or any portion thereof anywhere in North
America; provided that if BNAL shall fail to commence construction of the Commercial Development or
otherwise cause the shares held in escrow for Licensors to be released within eighteen months
(subject to the 180 day extension for performance as set forth in paragraph 3 above), then the
license granted hereunder shall become non-exclusive, provided all other terms shall continue to
apply. Notwithstanding anything in this Agreement to the contrary, the parties agree that Biomass
North America shall have an exclusive right of first refusal to provide waste hauling and plant
management services to CBT for any project using the Technology that is initiated within 100 miles
from the City of Chicago, Illinois (the “Reserved Operating Area”), provided such services are
offered to CBT on commercially reasonable terms. CBT shall be required to notify Biomass North
America in writing at least thirty days prior to the time that it intends to solicit any request or
enter into any contract for waste hauling or plant management services in the Reserved Operating
Area. If within the thirty days following such notice, Biomass North America indicates in writing
that it is capable and desires to perform all or part of such services and submits a written
agreement to do so at commercially reasonable rates and on commercially reasonable terms given the
then-existing market conditions in Chicago, Illinois, CBT shall be required to accept such
agreements, provided that Biomass North America performs the services set forth therein in
accordance with the terms of such agreements.



5. WARRANTIES . Except as set forth on Schedule 5 hereto, Licensors own all rights in and to the
Technology for the purposes set forth in this Agreement, free of any liens, claims, encumbrances or
other restrictions that would impair BNAL’s rights under this Agreement. To the best of Licensors’
knowledge, the Technology does not infringe the intellectual property rights of any third party.
Licensors represent and warrant that as of the effective date of this Agreement they have received
no notice that the Technology infringes any patent, copyright, trade secret or other intellectual
property right (collectively “Intellectual Property Rights”) of any third party. Licensors have
full power and authority to grant BNAL the license set forth herein and has obtained the consent of
any and all parties required to enter into this Agreement. Licensors will immediately advise BNAL
of any such notice received in the future as it applies to Technology.


 


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6. PATENT PROSECUTION. Licensors shall be responsible for all costs associated with pursuing the
Technology Patents or prosecuting any parties infringing on the Technology. Licensor shall provide
BNAL copies of all correspondence from and to the United Sates Patent
Office, or any other correspondence relating to the Technology Patents, to BNAL within three
business days of receipt by Licensors. Licensors shall use all commercially reasonable efforts to
obtain a grant of the patent set forth in the Technology Patents from the United States Patent and
Trademark Office. If Licensors fail to diligently prosecute the Technology Patents or to prevent
infringement on the Technology Patents, BNAL may do so at its cost and expense after providing
Licensors thirty days written notice of its intent to do so and failure of Licensors to comply with
its obligations under this Section. If BNAL incurs expenses prosecuting or protecting the
Technology Patents after such notice, such expenses shall be deducted from future payments due
Licensors hereunder in an amount equal to the expenses incurred by BNAL.



7. CONFIDENTIAL INFORMATION. The parties will keep confidential any information provided to it by
the other party that is proprietary to the other party and marked confidential; provided such
information shall not be considered proprietary once it is in the public domain by no fault of the
other party. Such confidentiality will be maintained by the other party with the same care that
such party would use for its own confidential information, but

in any event with reasonable care.



8. COMPLETE AGREEMENT. This is a complete agreement binding upon the parties, their heirs,
successors and assigns. It may only be modified in writing signed by officers of both parties.
The execution of this Agreement shall not invalidate or make void that certain Confidentiality
Agreement between the parties dated as of                     , which shall stay in effect and apply to the parties
during the term of this Agreement.



9. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Missouri,
excluding its choice-of-law provisions.



10. PUBLIC STATEMENTS. The parties agree immediately to publish a joint press release stating
that Licensee has licensed the Technology. Further, either party is free to file with the SEC any
document required to be filed there on advice of counsel (redacted in a form advised by counsel).
Other public statements and press releases related to this licensing agreement are subject to
approval in advance by both parties; neither party shall use the
name of the other party without advance approval.



11. INDEPENDENT CONTRACTORS. The parties are independent contractors, and nothing herein
shall be deemed to create any agency, joint venture or partnership relationship between them.
Neither party shall have the right to bind the other to any obligation, nor have the right to incur
any liability on behalf of the other.



12. FORCE MAJEURE. Neither party shall be liable to the other for delay or failure to perform
if and to the extent such delay or failure to perform is due to causes beyond the reasonable
control of the party affected within the two year limit on the commencement of construction of the
Commercial Development.


 


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13. ASSIGNMENT. Neither party shall assign this Agreement or its rights hereunder without the
prior written consent of the other party, except to an affiliate of that party, which consent shall
not be unreasonably withheld, conditioned or delayed, except that if BNAL desires
to assign this agreement to an entity purchasing substantially all of its assets and the business
of BNAL will continue to operate after such acquisition, BNAL shall be entitled to assign its
rights under this Agreement without the consent of Licensors, if at the time of such acquisition
all shares issuable to Licensors hereunder have been released to Licensors from escrow.



14. NON-WAIVER. No course of dealing or failure of either party to enforce strictly any term,
right, obligation or provision of this Agreement shall be construed as a waiver of such provision.



15. SEVERABILITY. If any provision of this Agreement shall be held invalid or unenforceable,
such provision shall be deemed deleted from the Agreement and replaced by a valid and enforceable
provision that achieves, as much as possible, the same purpose, and the remaining provisions of the
Agreement shall continue in full force and effect.



16. ARBITRATION. ANY DISPUTES ARISING UNDER THIS AGREEMENT SHALL BE SUBJECT TO ARBITRATION
CONDUCTED PURSUANT TO THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION. ANY SUCH ARBITRATION
SHALL BE HELD IN ST. LOUIS, MISSOURI. THE PARTIES HERETO SUBMIT TO EXCLUSIVE JURISDICTION IN ST.
LOUIS, MISSOURI. THE DECISION OF THE ARBITRATODR SHALL BE FINAL AND SHALL BE ENFORCEABLE IN ANY
COURT HAVING JURISDICTION OVER THE PARTY AGAINST WHOM ENFORCEMENT IS SOUGHT.




IN WITNESS WHEREOF, the parties have executed this Agreement as of the date written above.



THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION ENFORCEABLE AGAINST THE PARTIES.



	 	 	 	 	 	 	 	 	 	 
	BIOMASS NORTH AMERICA LICENSING, INC.	 	 	 	BIOMASS NORTH AMERICA, LLC	 
	 
	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 
	 	 	 	 	 	 	 	 
	 

	 	Anthony Noll, President
	 	 	 	 	 	Brian Boomsma — Manager
	 
	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Anthony P. Noll — individually
	 	 	 	 	 	Anthony P. Noll — Manager	 






Version.8.6.08



 


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EXHIBIT A — NOLL PATENTS




 


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EXHIBIT B — BIOMASS PATENT




 


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Warranty Exceptions




The following information is based on the information and belief of Anthony Pius Noll and is true
and accurate to the best of his present knowledge, information and belief:




	1.	 	On 11 November 2005 Anthony P. Noll granted Dutch Energy, Inc. exclusive rights for all of
North America for “Future Licensed Patents” (as amended by the First Amendment to Agreement to
License Future Patents dated 1 September 2006).







	2.	 	United States Patent Application Serial No. 11/296,585 entitled “BIOMASS ENERGY PRODUCT AND
PROCESSING METHOD” was filed on 6 December 2005, naming Herbert A. Ligon and Anthony P. Noll
as inventors.







	3.	 	United States Patent Application Serial No. 11/296,586 entitled “SOIL AMENDMENT PRODUCT AND
METHOD OF PROCESSING” was filed on 6 December 2006 naming Herbert A. Ligon and Anthony P.
Noll as inventors.







	4.	 	Both of the foregoing Application Nos. 11/296,585 and 11/296,586 were filed as
continuation-in-part patent applications from a parent case which was United States Patent
Application Serial No. 10/713,557, published 4 August 2005 under US2005/0166812 entitled “MSW
PROCESSING VESSEL” naming as inventors Tony Noll, Herb Ligon and Scott Hicks. That application
is now abandoned.







	5.	 	United States Patent Application Serial No. 10/713,557 was assigned to Horizon Fuel and
Financial Management, LLLP, together with any continuation-in-part patent applications based
thereon.







	6.	 	A partial one-third (1/3) right, title and interest to each of the foregoing Application
Serial Nos. 10/713,557; 11/296,585 and 11/296,686 was assigned by Horizon Fuel and Financial
Management LLLP on 26 April 2007 to Anthony P. Noll, together with the right to file,
prosecute, enforce and maintain any and all of said applications. This Assignment was
forwarded electronically for recording in the U.S. Patent and Trademark Office on 18 May 2007
and was recorded on that date.







	7.	 	United States Patent Application Serial No. 11/355,632 entitled “ANGLED REACTION VESSEL”,
was filed on 15 February 2006 naming Anthony P. Noll as inventor. That application has not
been assigned to anyone by Anthony P. Noll.







	8.	 	On 23 October 2006, Anthony P. Noll granted an exclusive license under United States Patent
Application Serial No. 11/355,632 to BioMass Worldwide Ltd.







	9.	 	On or about 1 September 2006, BioMass Worldwide Ltd. and Dutch Energy, Inc. granted to
BioMass USA an exclusive license under United States Patent Application Serial No. 11/355,632
for the United States and Canada.





 


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	10.	 	On 5 June 2008, Dutch Energy terminated the license of United States Patent Application
Serial No. 11/355,632 for the United States and Canada to BioMass USA.







	11.	 	[On [        ] 2008 Noll terminated the license of United States Patent Application Serial No.
11/355,632 for the United States and Canada to BioMass USA.]







	12.	 	Except as to Dutch Energy, Inc. Anthony P. Noll has not granted any assignment or license of
any rights he holds in said United States Patent Application Serial Nos. 10/713,557 (now
abandoned); 11/296,585, nor 11,296,586.

	 
	13.	 	[On [        ] 2008, Dutch Energy, Inc terminated the license detailed at point 1 above.]







	14.	 	On 9 June 2008, Anthony P. Noll granted an exclusive license for North America and Canada of
United States Patent Application Serial Nos. 11/355,632, 10/713,557 (now abandoned);
11/296,585, and 11,296,586 to Biomass North America, LLC.

	 
	15.	 	On [        ] 2008 Biomass North America, LLC granted exclusive license
of United States Patent Application Serial Nos. 11/355,632,
10/713,557 (now abandoned); 11/296,585, and 11,296,586 to
Biomass North America Licensing, Inc.


	 
	16.	 	On
[        ] 2008, Anthony P. Noll and Biomass North America, LLC
entered into a deed of termination to terminate the license
listed at point 14 above.







 


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