EXHIBIT
10.4


 


LICENSE
AGREEMENT


 


This
License Agreement (the “Agreement”) is made effective as of April 22, 2013 (“Effective Date”)
between:


 


NSU
Resources Inc


500
Gran Street


Sault
Ste Marie, ON Canada


(“Licensor”)


 


and


 


Great
Rock Development Corporation


500
Gran Street


Sault
Ste Marie, ON Canada


(“Licensee”)


 


WHEREAS:


 


	A.		Licensor has developed a certain
technology (the “Technology”) which includes and/or incorporate the techniques, rights and other elements described
more fully in Schedule A and in the documents and instruments identified therein and can be used to extract and purify
rare earth metals from ores. In addition the technology can be used to support mining operations with a reduced amount of energy
input.



	 		 



	B.		Licensee wishes to license
the use of the Technology for exploiting the technology either through ore extraction from its own mines or act as purifier for
others or act as further Licensor to other parties (the “Use”) or a further Licence agreement to third parties,
and Licensor has agreed to license the Technology for such Use, pursuant to the terms of this Agreement.



	 		 



	NOW		THEREFORE, for and in
consideration of the foregoing and of the mutual covenants and promises hereinafter contained, and in further consideration from
each Party to the other given, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree and understand
as follows:



 


		1.	DEFINITIONS.
                                                                 In this Agreement, the following terms shall have the meanings
                                                                 set out below:



 


“Affiliate”
means, with respect to any Person, any other Person who directly or indirectly controls, is controlled by, or is under direct
or indirect common control with, such Person, and includes any Person in like relation to an Affiliate. A Person shall be deemed
to control a Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the term “controlled”
and “controlling” shall have a similar meaning;


 


“Business
Day” means any day, from 9:00 a.m. to 5:00 p.m., which is not a Saturday, Sunday or a statutory federal or provincial
holiday in the Province of Ontario;


 


“Confidential
Information” means all data and information relating to the business and management of either Party, including the Technology,
trade secrets, technology and accounting records to which access is obtained hereunder by the other Party, and any materials provided
by Licensor to Licensee; provided, that Confidential Information shall not include any data or information which:


	(i)		is or becomes publicly available
through no fault of the other Party;



	(ii)		is already in the rightful
possession of a Party prior to its receipt from the other Party;



	(iii)		is already known to the receiving
Party at the time of its disclosure to the receiving Party by the disclosing Party, and is not the subject of an obligation of
confidence of any kind;



	(iv)		is rightfully obtained by the
other Party from a third party;



	(v)		is disclosed with the written
consent of the Party whose information it is; or



	(vi)		is disclosed pursuant to court
order or other legal compulsion;



 


“Laws”
means all federal, provincial, territorial, municipal and local statues, regulations and by-laws applicable to Licensor, Licensee,
or the license, as the case may be, regarding the use of the Technology, and all orders, notices, rules, decisions, codes, guidelines,
policies, directions, permits, approvals, licenses and similar authorizations issued, rendered or imposed by any level of government
including any ministry, department or administrative or regulatory agency or authority;


 


“Modifications”
means any enhancements, changes, corrections, improvements, translations, adaptations, revisions, developments, upgrades or updates
to the Technology; and “Modify” shall mean the creation of any of the foregoing;


 


“Parties”
means both Licensor and Licensee and “Party” means either one of them as the context requires;


 


“Person”
includes an individual, sole proprietorship, corporation, limited liability corporation, not-for-profit corporation, partnership,
trust, association, joint venture, unincorporated organization, the Crown or any agency or instrumentality thereof and any other
judicial entity recognized by law; and


 


“Technology”
means the technology more fully described in Schedule A, including any Modifications that Licensor may provide to Licensee.


 


Other
capitalized terms used in this Agreement but not defined in this Section 1 shall have the meanings set forth elsewhere in this
Agreement.


 


	2.		LICENSE. Subject to
the terms of this Agreement, Licensor hereby licenses to Licensee, for the use of Licensee, an irrevocable, non-transferable and
exclusive right to apply and exploit the Technology in connection with the Use, either in Canada and elsewhere in the world, the
foregoing being subject to the terms and conditions set forth in this Agreement.



 


	3.		LICENSE RESTRICTIONS.
Except as otherwise provided in section 2 above, Licensee shall not:



 


	(i)		distribute, export, transmit,
make Modifications to, transfer, adapt, loan, rent, lease, assign, sub-license or make available to another Person, the Technology,
in any way, in whole or in part;



	(ii)		use the Technology unless the
Use complies with applicable Laws;



	(iii)		allow the Use of the Technology
by any third parties not authorized, pursuant to the terms of this Agreement, to use the Technology; or



	(iv)		otherwise use the Technology
except as authorized herein.



 


Licensee
agrees to take all reasonable precautions to prevent third parties from using the Technology in any way that would constitute
a breach of this Agreement including, without limitation, such precautions as Licensee would otherwise take to protect its own
proprietary software or information.


	 		 



	4.		SUPPORT. Licensor will
use commercially reasonable efforts to provide Licensee ongoing support for the Technology, Licensee’s license and the Use
during the term of the Agreement, it being understood that if such support at any time requires or is expected to require material
amounts of time, attention and resources from Licensor, then the parties will enter into a separate consulting agreement governing
the terms and conditions for such support and any additional remuneration payable by Licensee to Licensor therefor.



	 		 



	5.		PURCHASE PRICE AND ROYALTIES.
In exchange for the Licensee, the Licencee shall pay Licensor $1 and a continuous royalty of 5% of the net returns generated
from the use of the license provided the first $2000 of said royalty be paid with 20,000,000 common shares of BioCarbon Solutions
International Inc.



	 		 



	6.		LICENSOR’S LIMITED
REPRESENTATIONS AND WARRANTIES. Licensor represents and warrants:



 


		(i)	Licensor
                                                           has the authority to enter into this Agreement, is the owner of the
                                                           Technology and has the right to grant all of the license rights herein;



		(ii)	all
                                                            technology, know-how or other intellectual property that is owned
                                                            or controlled by Licensor and that is or could reasonably be expected
                                                            to be necessary or beneficial to operation and exploitation of the
                                                            Technology in connection with the Use has been included in the Technology;
                                                            and



		(iii)	Licensor
                                                             has not granted any rights or licenses to the whole or any part of
                                                             the Technology, or any other intellectual property or technology,
                                                             that would conflict with this Agreement.



 


	7.		OWNERSHIP. The Parties
acknowledge and agree that as between the Parties, Licensor shall be the owner of all intellectual property rights OF the Technology,
as well as all related Modifications, written materials, logos, trademarks, trade names, copyright, patents, trade secret and
moral rights, registered or unregistered. No proprietary interests or title in or to the intellectual property in the Technology
or any Modifications is transferred to Licensee by this Agreement. Licensor reserves all rights not expressly licensed to Licensee
under section 2.



	 		 



	8.		INDEMNIFICATION.



 


		(i)	Licensee
                                                           agrees that Licensor shall be indemnified from any and all third party
                                                           claims, damages, losses or expenses (including without limitation,
                                                           punitive damages, court costs, arbitration fees, penalties, fines,
                                                           amounts paid in settlement of claims, and reasonable legal fees) (hereinafter
                                                           referred to as the “Losses”) which Licensor or any
                                                           of its respective officers or directors, may become liable for as a
                                                           result of, or in connection with, any third party claim asserted against
                                                           Licensee to the extent such claim is based upon a contention that the
                                                           Technology, or any portion thereof, used within the scope of this Agreement
                                                           infringes any patents, copyrights, trade secrets, trademarks or other
                                                           intellectual property rights of any third party; provided that
                                                           Licensee has notified Licensor in writing of such claim within ten
                                                           (10) days of a responsible officer of Licensee becoming aware of such
                                                           claim.



 


		(ii)	Licensor
                                                            agrees to indemnify Licensee from any and all Losses which Licensee
                                                            or any of its respective officers or directors may become liable for
                                                            as a result of, or in connection with, any third party claim asserted
                                                            against Licensee to the extent such claim is based upon a use or application
                                                            of the Technology by any party other than Licensee; provided
                                                            that Licensee has notified Licensor in writing of such claim within
                                                            ten (10) days of a responsible officer of Licensee becoming aware
                                                            of such claim. Licensee agrees that Licensor has the right to defend
                                                            the foregoing claims; provided that if Licensee has notified
                                                            Licensor in writing of such claim and Licensor does not take reasonable
                                                            actions to vigorously defend such claims within ten (10) days of such
                                                            notice, Licensee may defend such actions in the place and stead of,
                                                            and at the expense of, Licensor, with Licensee being entitled to reimbursement
                                                            of the costs reasonably incurred in so doing and/or to deduct such
                                                            costs from outstanding and/or future Royalty payments.



 


		(iii)	Subject
                                                             to paragraphs (i) and (ii) of this Section 8, Licensee agrees to
                                                             indemnify Licensor from any and all Losses which Licensor or any
                                                             of its respective officers or directors may become liable for as
                                                             a result of, or in connection with, any third party claim asserted
                                                             against Licensor to the extent such claim is based upon Licensee’s
                                                             operation or exploitation of the Technology within the Use, or Licensee’s
                                                             use of the Technology in material breach of this Agreement. Licensor
                                                             agrees that Licensee has the right to defend the foregoing claims;
                                                             provided that if Licensor has notified Licensee in writing
                                                             of such claim and Licensee does not take reasonable actions to vigorously
                                                             defend such claims within ten (10) days of such notice, Licensor
                                                             may defend such actions in the place and stead of, and at the expense
                                                             of, Licensee.



 


		(iv)	If
                                                            the Technology or any portion thereof is held to constitute an infringement
                                                            of another Person’s rights, and use thereof is enjoined, Licensor
                                                            shall, at its election and expense, either:



 


		a.	procure
                                                               the right to use the infringing element of the Technology; or



		b.	replace
                                                               or modify the element of the Technology, so that the infringing
                                                               portion is no longer infringing and still performs the same function
                                                               without any material loss of functionality; and



		c.	make
                                                               every reasonable effort to correct the situation with minimal effect
                                                               upon the operations of Licensee.



 



			



		(v)	Notwithstanding
                                                           the foregoing, Licensor shall have no liability for any claim of infringement
                                                           based on Use of other than a current, unaltered release of the Technology
                                                           available from Licensor if such infringement would have been avoided
                                                           by the use of a current, unaltered release of the Technology.



 


	9.		CONFIDENTIALITY. Each
of Licensor and Licensee shall use reasonable efforts (and, in any event, efforts that are no less than the efforts used to protect
its own Confidential Information) to protect from disclosure such information that is the Confidential Information of the other.
Each of Licensor and Licensee shall divulge such Confidential Information only to its employees or agents who require access to
it for the purposes of this Agreement or as otherwise provided in this Agreement. Each of Licensor and Licensee (the “Indemnifying
Party”) agree to indemnify the other (the “Indemnified Party”) for all Losses incurred by the Indemnified
Party as a result of a failure of the Indemnifying Party to comply with its obligations under this section 9; provided
that the Indemnified Party has given prompt notice of any such claim and, to the extent that a claim may lie against a third party
for the unauthorized disclosure of such Confidential Information, the right to control and direct the investigation, preparation,
action and settlement of each such claim; and further provided that the Indemnified Party reasonably co-operates with the
Indemnifying Party in connection with the foregoing and provides the Indemnifying Party with all information in the Indemnified
Party’s possession related to such claim and such further assistance as reasonably requested by the Indemnifying Party.



	 		 



	10.		LIMITATION OF LIABILITY.
The limitation of liability provisions of this Agreement reflect an informed voluntary allocation of the risks (known and
unknown) that may exist in connection with the licensing of the Technology hereunder by Licensor, and such voluntary risk allocation
represents a material part of the Agreement reached between Licensor and Licensee.



 


		(A)	THE
                                                           TECHNOLOGY IS NOT GUARANTEED AND IS PROVIDED “AS IS”, AND
                                                           LICENSOR GIVES NO OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS OF
                                                           ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES
                                                           AS TO UNINTERRUPTED OR ERROR FREE OPERATION, MERCHANTABILITY, QUALITY
                                                           OR FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY STATUTE OR
                                                           OTHERWISE, OR FROM A COURSE OF DEALING OR USAGE OF TRADE.



 


		(B)	IN
                                                           NO EVENT SHALL LICENSOR OR LICENSEE, OR THEIR RESPECTIVE AFFILIATES
                                                           AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS BE LIABLE
                                                           TO THE OTHER PARTY FOR ANY CLAIM FOR: (i) PUNITIVE, EXEMPLARY, OR AGGRAVATED
                                                           DAMAGES, (ii) DAMAGES FOR LOSS OF PROFITS OR REVENUE, FAILURE TO REALIZE
                                                           EXPECTED SAVINGS OR LOSS OF USE; (iii) INDIRECT, CONSEQUENTIAL
                                                           OR SPECIAL DAMAGES; (iv) CONTRIBUTION, INDEMNITY OR SET-OFF
                                                           IN RESPECT OF ANY CLAIMS AGAINST LICENSEE; (v) ANY DAMAGES WHATSOEVER
                                                           RELATING TO THIRD-PARTY PRODUCTS OR SERVICES; OR (vi) ANY DAMAGES WHATSOEVER
                                                           RELATING TO INTERRUPTION, DELAYS, ERRORS OR OMISSIONS.



 


	11.		TERM AND TERMINATION. The
term of this Agreement shall be in perpetuity provided that all royalties owed to the Licencee are current on the anniversary
of this Agreement unless terminated by Licensee in writing not less than thirty (30) days prior to the expiration of the Initial
Term or any Renewal Term (the “Term”).



 


Either
Party shall have the right on prior written notice to the other Party to terminate this Agreement if:


 


		(i)	the
                                                           other Party fails to pay an amount to the other when due hereunder
                                                           and such breach is not cured within thirty (30) days after written
                                                           notice of such breach is given to it by the other Party;



		(ii)	the
                                                            other Party files a voluntary, or consents to an involuntary, petition
                                                            in bankruptcy or insolvency or petitions for reorganization under
                                                            any bankruptcy law (and such is not dismissed within ten (10) days);



		(iii)	there
                                                             is an order, judgment or decree by a court of competent jurisdiction,
                                                             upon the application of a creditor, approving a petition seeking
                                                             reorganization or appointing a receiver, trustee or liquidator of
                                                             all or a substantial part of the other Party’s assets and such
                                                             order, judgment or decree continues in effect for a period of thirty
                                                             (30) consecutive days; or



		(iv)	the
                                                            other Party fails to perform any of the other material obligations
                                                            set forth in this Agreement and such default: (i) in the case of a
                                                            default which is remediable continues for a period of thirty (30)
                                                            days after written notice of such failure has been given by the non-defaulting
                                                            Party; or (ii) in the case of a non-remediable default, immediately
                                                            upon notice.



 


Upon
the termination or expiry of this Agreement, pursuant to its terms:


 


		a)	Licensee
                                                          shall immediately deliver to Licensor any of Licensor’s Confidential
                                                          Information provided hereunder (including the Technology and Documentation)
                                                          then in its possession or control, if any, and shall deliver a certificate
                                                          of an officer of Licensee certifying the completeness of same;



		b)	Licensee
                                                          shall refrain from further use of such Confidential Information; and



		c)	Licensee
                                                          shall forthwith pay all sums owing to Licensor hereunder.



 


Nothing
in this section 11 shall limit either Party’s rights or remedies available at law, in equity or otherwise.


	 		 



	12.		SURVIVAL. The applicable
provisions of sections 6 through 11 shall survive the expiry or termination of this Agreement.



	 		 



	13.		FORCE MAJEURE. Dates
and times by which any Party is required to render performance under this Agreement shall be automatically postponed to the extent
and for the period that Licensor is prevented from meeting them by reason of any cause beyond its reasonable control; provided
that such Party notifies Licensee of the commencement and nature of such cause and uses its reasonable efforts to render performance
in a timely manner.



	 		 



	14.		ASSIGNMENT. Either Party
may assign its rights and obligations under this Agreement, in whole or in part, to another party subject to providing prior written
notice of such assignment to the other Party.



	 		 



	15.		GOVERNING LAW. This
Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and federal laws of Canada
applicable therein. The Parties submit to the exclusive jurisdiction of the courts of located in Toronto, Ontario.



	 		 



	16.		AMENDMENTS AND WAIVERS.
This Agreement may not be modified unless agreed to in writing by both Parties. Any consent by a Party to, or waiver of a
breach by the other, whether express or implied, shall not constitute a consent to or waiver of or excuse for any other different
or subsequent breach unless such waiver or consent is in writing and signed by the Party claimed to have waived or consented.
Except as otherwise provided herein, no term or provision hereof shall be deemed waived and no breach excused.



	 		 



	17.		SEVERABILITY. If any
part of this Agreement is held to be unenforceable or invalid, it will be severed from the rest of this Agreement, which shall
continue in full force and effect.



	 		 



	18.		ENTIRE AGREEMENT. This
Agreement and any schedules or other documents referred to herein, constitutes the entire agreement between the Parties relating
to the licensing of the Technology and supersedes all prior written or oral agreements, representations and other communications
between the Parties, and shall enure to the benefit of and be binding upon each of the Parties and their respective successors
and permitted assigns.



	 		 



	IN		WITNESS WHEREOF, the
Parties by their duly authorized officers, have executed this Agreement as of the Effective Date set out above.



 


 


NSU
RESOURCES INC


 


 


 


 






	Date:  April 29, 2013	NSU Resources
	 	By	/s/ Luc C. Duchesne
	 	 	Per: Robert Williams, Director
 I have
    Authority to bind the company.



 







	Date:  April 29, 2013	Great Rock Development Corporation
	 	By	/s/ Danny Wong
	 	 	Per: Danny Wong, President
 I have
    Authority to bind the company.



 






 


Schedule
A - Description of the Technology


 


A
nine-step process whereby ore is extracted from the ground and submitted purification stages for the purpose of increasing Rare
Earth Oxides (REO):


 


THIS
SECTION HAS BEEN REMOVED TO PREVENT DICLOSURE OF MATERIAL THAT WOULD PREVENT THE LICENSOR TO SEEK PATENT PROTECTION.