EXHIBIT
        10.4
 
 
 
 LICENSE **** AGREEMENT
 
 BETWEEN
 
 MSW
        PATENTS, INC.
 
 AND
 
 FULL
        CIRCLE INDUSTRIES, INC.
 
  
  LICENSE
        AGREEMENT
 This
          Agreement (“Agreement”) is made as of the 15th day of May *,* 2006
          (“Effective Date”), between MSW Patents, Inc., a company duly incorporated under
          the Jaws of the State of Alabama, U.S.A., and having its principal place
          of
          business at 4502 Pine Lake Drive, terry, Mississippi (“Licensor”), and Full
          Circle Industries, Inc., a company duly incorporated under the laws of
          the State
          of Nevada, U.S.A., and having its principal place of business at 27368
          Via
          Industria, Suite 113, Temecula, California, and its Affiliates (hereinafter,
          collectively referred to as “Licensee”)
  WHEREAS,
        Licensor is the owner of U.S. Patent No. 6,397,492 for an apparatus and method
        for processing municipal solid waste; and
  WHEREAS,
        Licensee wishes to license U.S. Patent No. 6,397,492 for the processing of
        municipal solid waste.
  NOW,
        THEREFORE, in consideration of the mutual covenants and agreements set forth
        below, the parties agree as follows:
 
 1.  DEFINITONS  -
  For
        purposes of this Agreement, the following definitions shall apply:
  1.1  Affiliates .
        The
        tern “Affiliates” means any corporation, partnership, joint venture or other
        entity directly controlling, controlled by or under common control with
        Licensee; as used herein, the term “control” means possession of the power to
        direct, or cause the direction of the management and policies of a corporation
        or other entity whether through the ownership of voting securities, by contract
        or otherwise.
  1.2  License
        Date .
        “License Date” shall mean the date on which Licensor grants to Licensee an
        exclusive License to the Patent, as defined below, in a county pursuant to
        Section 2.3 or pursuant to Section 3.3. Upon the License Date, such county
        would
        thenceforth be included in the Territory, as defined below.
  1.3 Patent. “Patent”
        shall mean U.S. Patent No. 6,397,492 issued June 4,2002 for an apparatus
        and method for
        processing municipal solid waste, described in further detail in Exhibit A.
        together with all applications for patent or 111cc protection on said invention
        and all patents or like protection that may in the future be granted on said
        invention in the United States of America and all substitutions for and
        divisions, continuations, continuations in part, renewals, reissues, extensions
        and the like on said applications and patents. Patent shall include any
        confidential information and/or know how relating to the invention of the
        patent, including, but not limited to, Vessel drawings, as defined below,
        technical schematics of Vessel operations, and any improvements thereof for
        which Licenser gains a proprietary interests by any means.
  1.4  Sublicensing
        Revenue .
        “Sublicensing Revenue” shall mean all cash, sublicensing fees, royalties and all
        other payments and the cash equivalent thereof paid to Licensee by any
        sublicensee of Licensee of its rights hereunder.
  1.5  Territory .
        “Territory” shall mean each county, as defined by the state in which the county
        is located, in the United States of America to which Licensee has the exclusive
        right to use the Patent pursuant to this Agreement.
  1.6   Vessel .
        “Vessel” shall mean the apparatus used for processing municipal solid waste as
        identified in the Patent.
  1
 
 2.
        GRANT
        OF EXCLUSIVE LICENSE
 
 2.1  Grant
        of  Exclusive
        License .
        Subject
        to the limitations, terms and conditions of this Agreement, Licenser hereby
        grants to Licensee during the term of this Agreement an exclusive license
        to use
        the Patent in the Territory. During the term of this Agreement, Licensor
        agrees
        not to use the Patent in any Territory in any way.
  2.2  Vessel(s) .
        The
        license shall include the right of Licensee to build and operate as many
        Vessels
        as Licensee deems necessary for each county in the territory.
  2.3  Right  of  First
        Refusal .
        In the
        event that Licensor receives a bona fide offer from a third party (“Bona Fide
        Offer”) to license the Patent in any county not already included in the
        Territory, Licensor shall provide Licensee written notice of the Bona Fide
        Offer
        within ten (10) days of receipt of such offer (“Notice of Offer”) and Licensor
        shall provide Licensee the right to license on the same terms as the Bona
        Fide
        Offer (“Right of First Refusal”). The Notice of Offer shall specify the terms of
        the Bona Fide Offer, including but not limited to, territory, licensing fees,
        and term. Licensee shall have thirty (30) days from the date Licensee receives
        the Notice of Offer to exercise the Right of First Refusal to license the
        Patent
        on the same terms as the Bona Fide Offer. In the event that Licensee exercises
        the Right of First Refusal, Licensee shall provide written notice to Licenser
        stating that it chooses to exercise the Right of First Refusal no later than
        thirty (30) days from the date Licensee receives the Notice of Offer. In
        the
        event that Licensee does not exercise the Right of First Refusal within thirty
        (30) days from the date Licensee receives the Notice of Offer, Licensor may
        license the Patent to a third party on the same terms as the Bona Fide Offer
        within thirty (30) days of the expiry of the Right of First Refusal. If Licenser
        does not sign an agreement with a third party on the same terms as the Bona
        Fide
        Offer within thirty (30) days of the expiry of the Right of First Refusal,
        then
        any offer from a third party shall be subject to this Section 2.3.
  2.3.1  Licensor
        agrees not to enter any direct license with any one of the following: (1)
        World
        Waste International and all affiliates, (2) Dr. Michael Eley, Don Malley
        and
        Die-Products International and all affiliates, unless pursuant to Section
        13.1
        of this agreement.
  2.4  Sublicense .
        Licensee shall have the right to sublicense the Patent with the written approval
        of the Licensor, which approval shall not be unreasonably withheld.
  3,  NOTICE
        OF
        SITE SELECTION
  3.1  Licensee
        shall provide Licensor with written notice of a county which Licensee desires
        to
        include in the Territory and the number of Vessels Licensee would license
        for
        that county, Licensee shall have the right to provide such notice for any
        county
        in the United States not already subject to a license for the
        Patent.
  3.2  Upon
        receipt of notice from Licensee pursuant to Section 3.1, Licenser shall not
        enter an agreement to license the patent to a third party for a period of
        ninety
        (90) days.
  3.3  Licensee
        shall have ninety (90) days from the receipt of notice pursuant to Section
        3.1
        by Licensor to purchase a license for the noticed county (ies) under the
        terms
        of this Agreement. In the event that Licensee does not purchase a license
        for
        the noticed county(ies) within ninety (90) days from receipt of the notice
        pursuant to Section 3.1 by Licenser, Licenser may grant a license for the
        Patent
        in the noticed county(ies) to a third party. Any such license to a third
        party
        shall not be subject to Section 2.3 if the license with a third party is
        entered
        less than one hundred and eighty (180) days after Licensor receives notice
        provided in Section 3.1. On or after one hundred and eighty (180) days after
        Licensor receives notice as provided in Section 3.1, any such license shall
        be
        subject to Section 2.3.
  2
  4.  FEES,
        ROYALTY, and PAYMENTS
  4.1  Base
        Fee .
        Licensee shall pay Licensor Twenty Five Thousand Dollars ($25,000) as
        consideration for entering this Agreement. Such payment shall be due at
        closing.
  4.2  Vessel
        Fee .
        Licensee agrees to pay to Licensor a fee of Twenty Five Thousand Dollars
        ($25,000) for each Vessel built by Licensee pursuant to this Agreement. Such
        payment shall be paid to Licensor as follows:
  (a)  Twelve
        Thousand Five Hundred Dollars ($12,500) shall be paid upon the License Date
        for
        such Vessel(s); and
  (b)  Twelve
        Thousand Five Hundred Dollars ($12,500) shall be paid upon the later of (i)
        completion of construction of the Vessel(s) or (ii) eighteen (18) months
        after
        the License Date.
 
 4.3  Royalty .
        Licensee agrees to pay to Licensor a royalty of Twenty Five Cents ($0.25)
        per
        ton of municipal solid waste processed using the Vessel(s). Royalties shall
        be
        computed no later than thirty (30) days from the last day of each month in
        which
        the Vessel(s) is/are operated. Such royalties shall be paid to Licensor no
        later
        than forty (40) days from the last day of each month in which the Vessel(s)
        is/are operated. Such royalties shall be paid on a monthly basis.
 
 4.4  Sublicensing
        Revenue .
        In the
        event that Licensee sublicenses its rights hereunder pursuant to Section
        2.4,
        Licensee shall continue to pay Licensor the royalties that Licenser would
        be
        entitled to pursuant to Section 43 if Licensee operated the sublicensed
        Vessel(s). Such portion of the Sublicensing Revenue shall be computed no
        later
        than thirty (30) days from the last day of each month in which the sublicensed
        Vessel(s) is/are operated. Such share of the Sublicensing Revenue shall be
        paid
        to Licensor no later than forty (40) days from the last day of each month
        in
        which the sublicensed Vessel(s) is/are operated. Such share of the Sublicensing
        Revenue shall be paid on a monthly basis.
 
 4.5  Payment .
        All
        royalty and any other payments shall be made in United States currency. The
        symbol $ shall
        mean United States dollars. All royalty payments shall be made to Licenser
        by
        the Licensee at such place as may be directed by Licensor.
 
 4.6  Penalty
        for  Late
        Payment .
        In the
        event that Licensee’s payment is not postmarked within ten (10) days of the date
        such payment is due pursuant to Section 4.2 and/or 4.3, Licensee shall pay
        Licensor a penalty of Thirty Five Dollars ($35) for each day the first time
        that
        payment is late. The penalty for Late payment shall increase by Five Dollars
        ($5) each time Licensee’s payment is late thereafter.
 
 4.7   Credit .
        In the
        event Licensee purchases the Patent from Licensor, all payments to Licensor
        pursuant to Sections 4.1 and 4.2 shall be credited to the purchase price
        of the
        Patent.
  3
 
 5.  REPORTS/
        AUDITS
  5.1  Books,
        Records .
        Licensee, during the term of this Agreement and for two (2) years thereafter,
        shall keep at its usual place of business true and particular accounts and
        records of the processing of municipal solid waste and of all royalties paid
        or
        payable hereunder and shall maintain its records in accordance with generally
        accepted accounting principles.
  5.2 Audit. Licensor
        and its duly authorized representatives shall have the right, at Licensor’s
        expense, to audit the books and records maintained by Licensee pursuant to
        Section 5.1 semi-annually during business hours and upon reasonable notice
        to
        Licensee. Such audit shall include the right to inspect and audit the accounts
        and records of Licensee relating to the processing of municipal solid waste
        using the Vessel(s) and all other matters, directly or indirectly, relevant
        to
        the calculation of the amount of royalty due, and such representatives shall
        be
        entitled to take copies of or extracts from any such records. Should the
        results
        of the audit discover an underpayment of royalties, Licensee shall pay the
        amount of underpayment to Licensor within ten (10) days. Should the results
        of
        the audit discover an underpayment of royalties of three percent (3%) or
        more,
        Licensee shall promptly pay all the costs of such audit to Licensor provided,
        however, that Licensee’s liability for such costs shall not exceed Five Thousand
        Dollars ($5,000.00) for any audit.
  5.3  Right
        to Accounting .
        In the
        event that there is a dispute as to the royalty amount due pursuant to Section
        4.3, Licensee shall provide a written explanation and accounting of the amount
        due. In the event that the accounting reveals that the amount due is more
        than
        the amount paid, then Licensee shall pay Licensor the difference between
        the
        amount paid and the amount due within ten (10) days following the determination
        of the correct amount. In the event that the accounting reveals that the
        amount
        due is less than the amount paid, then Licensor shall credit against the
        following month’s royalty payment at the election of the Licensee.
  5.4  Right
        to Copies .
        Licensor shall have the right to make reasonable requests for copies of reports
        and records relating to the calculation of the amount of royalty due and
        Licensee shall have a reasonable amount of time to comply with such
        request.
  6.  NON-DISCLOSURE!/PATENT
  6.1 Definition .
        Licensee acknowledges that all information of any kind, and which has commercial
        or economic value in the business in which Licensor is engaged including,
        but
        not limited to, all know-how, patterns, designs, sizing, specifications,
        production methods and techniques, and directions and standards for
        manufacturing and packaging and marketing information, if any, furnished
        by
        Licensor to Licensee during the term of this Agreement is proprietary to
        Licensor and is a trade secret of a highly confidential and secret nature
        (“Licenser Confidential Information”). The term Licenser Confidential
        Information does not include any of the items identified in the preceding
        sentence which (i) were known to Licensee at the time of their disclosure
        to
        Licensee by Licensor, (ii) were or become publicly known or generally available
        through no wrongful act of Licensee, its agents or employees, (iii) Licensee
        can
        reasonably demonstrate was independently developed by Licensee without use
        of
        the Patent, or (iv) Licensee shall be compelled to disclose by law or legal
        process. Licensor shall from time to time give Licensee written notice of
        any
        information which Licensor considers to be Licensor Confidential
        Information.
  4
  6.2 Non-Disclosure ,
        All
        such Licensor Confidential Information is given and received in strict
        confidence and is to be used by Licensee solely for the purpose of carrying
        out
        this Agreement. With the exception of communication with a sublicense pursuant
        to Section 2.4 or any other communication with third parties or employees
        of
        Licensee in furtherance of the Licensee’s rights under this Agreement, Licensee
        shall keep in strict confidence such information and shall not reveal, disclose,
        sell, or transfer any part of such information, directly or indirectly, to
        any
        third party.
 
 6.3  Protection ,
        In the
        performance of its obligations under this Section 6, Licensee shall at its
        own
        cost take all reasonable precautions and steps to protect such Licensor
        Confidential Information.
  6.4  Survival. Licensee’s
        obligations set forth in the section 6 shall survive and remain in effect
        after
        the expatriation of termination of this agreement.
  6.5  Patent
        Ownership .
        All
        right, title, and interest in the Patent shall remain the property of
        Licensor.
  6.6  Maintenance
        of Patent .
        Licensor shall have the obligation to maintain the Patent with the United
        States
        Patent and Trademark Office.
  7,
        INFRINGEMENT
  7.1  Notification .
        Licensor shall notify Licensee and Licensee shall notify Licensor of any
        suspected infringement of the Patent, including, but not limited to, any
        claims
        in the Patent or misuse, misappropriation, or theft or of any infringement
        suits
        that may be brought against any party to this Agreement within ten (10) days
        after learning of the existence thereof.
  7.2  Enforcement
        of  Patent .
        Licensor shall have the right, but not the obligation, to enforce the Patent.
        Licensee shall have the priority right over Licenser to enforce the Patent
        within the Territory. Li the event that Licensee brings an action to enforce
        the
        Patent, Licensor shall not have the right to participate in such action unless
        such participation is requested by Licensee or Licenser is legally required
        to
        participate. Licensee will have the exclusive right to settle any action
        Within
        a Territory licensed to Licensee on terms satisfactory to Licensee. Should
        either party commence an action under this Section 7.2 and thereafter elect
        to
        abandon the same, it shall give timely notice to the other party who may,
        if it
        so desires, continue prosecution of such action or proceeding to enforce
        the
        Patent.
  7.3  Licensor
        Attorneys’ Fees .
        In the
        event that Licensor is required to participate in an enforcement action brought
        by Licensee, Licensee shall reimburse Licensor for any reasonable attorneys’
fees incurred by Licenser pursuant to Section 7.2. In the event that Licensee
        is
        required to participate in an enforcement action brought by Licensor, Licenser
        shall reimburse Licensee for any reasonable attorneys’ fees incurred by Licensee
        pursuant to Section
  7.2.  In
        the
        event that Licenser or Licensee receives any monetary proceeds from the
        enforcement of the Patent, whether such proceeds are in the form of a
        settlement, an arbitration award, or a judgment, such proceeds shall first
        go to
        Licenser for reimbursement of reasonable attorneys’ fees. Licensee shall
        reimburse Licensor for any reasonable attorneys’ fees not covered by any
        monetary proceeds from the enforcement of the Patent.
  7.4  Proceeds
        of  Patent
        Enforcement .
        In an
        enforcement action brought by Licensee, after reimbursement to Licensor of
        reasonable attorneys’ fees pursuant to Section 7.3, any remaining monetary
        proceeds from the enforcement of the Patent, whether such proceeds are in
        the
        form of a settlement, an arbitration award, or a judgment, shall first go
        to
        Licensor for royalties pursuant to Section 4.3 or 4.4 based upon the economic
        loss in the form of lost tonnage identified in the settlement, arbitration
        award, or judgment due to the Patent infringement. Any proceeds in excess
        of the
        royalties owed to Licensor pursuant to Section 4.3 or 4.4, as described above,
        shall be the sole property of Licensee. If lost tonnage is not readily
        determinable in any settlement, then the lost tonnage based upon the three
        (3)
        months prior to the infringement shall be used to determine the post
        infringement loss.
  5
  8.  REPRESENTATIONS
        AND WARRANTIES
  8.1  By  Licensee .
        Licensee represents and warrants to Licensor, as follows:
  (a)  Licensee
        is a corporation duly organized, validly existing and in good standing under
        the
        laws of Nevada;
  (b)  Licensee
        possesses all necessary corporate power and authority to enter into and perform
        its obligations under this Agreement; Licensee has taken all necessary action,
        corporate or otherwise to authorize the execution, delivery and performance
        of
        this Agreement; and
  (c)  this
        Agreement is the valid and binding obligation of Licensee in accordance with
        its
        terms.
  Licensee
        agrees promptly to inform Licensor of any material changes which affect any
        such
        representation and warranty.
  8.2  By  Licensor .
        Licenser represents and warrants to Licensee as follows:
  (a)  Licensor
        is a corporation duly organized, validly existing and in good standing under
        the
        laws of Alabama;
  (b)  Licensor
        has all necessary corporate power and authority to enter into and perform
        its
        obligations under this Agreement and, Licensor has taken all necessary action,
        corporate or otherwise, to authorize the execution, delivery, and performance
        of
        this Agreement;
  (c)  this
        Agreement is the valid and binding obligation of Licensor in accordance with
        its
        terms;
  (d)  Licensor
        is the sole owner of all right, title and interest in the Patent and has
        not
        licensed or assigned any of the Patent for Use by any third party;
  (e)  The
        Patent is free and clear of all liens, mortgages, security interests or other
        encumbrances and restrictions;
  (f)  To
        the
        best of Licensor’s knowledge, use of the Patent, including use of the Vessels,
        will not infringe on the intellectual property rights of others;
  (g)  To
        the
        best of Licenser’s knowledge, the Patent is valid and enforceable;
  (h)  To
        the
        best of Licenser’s knowledge, Licensor has not engaged in any conduct, or
        omitted to perform any necessary act, the result of which would invalidate
        the
        Patent or hinder its enforcement;
  (i)  To
        the
        best of Licensor’s knowledge, there are no claims of infringement and Licensor
        has not put anyone on notice for infringement of the Patent by any third
        parties;
  (j)   To
        the
        best of Licensor’s knowledge, there are no known claims, judgments or
        settlements relating to the Patent to be paid by the Licensor;
  6
  (k)  To the
        best of Licensor’s knowledge, the Patent has not been, is not currently the
        subject of, and is not threatened with, any reexamination, reissue procedure,
        interference proceeding or similar proceeding; and
  (1)  Licensor
        does not make any claims, warranties or representations beyond those stated
        in
        the Patent and Licensor will not be involved in the use of the Patent beyond
        assisting in Licensee’s understanding thereof.
  Licensor
        agrees promptly to inform Licensee of any material changes which affect any
        such
        representation and warranty.
  9.  THIRD
        PARTY INDEMNIFICATION
  9.1  Licensee
        Indemnification .
        Licensee agrees to indemnify’, defend and hold harmless Licensor and its
        officers, directors, shareholders, employees, representatives and agents
        from
        arid against any and all actions, claims, damages and liabilities made by
        or of
        third parties resulting directly or indirectly from or arising out of or
        in
        connection with the exercise by Licensee of its rights under this Agreement,
        with the exception of any allegation of patent infringement related to
        Licensee’s use of the Patent, or the full or partial failure by Licensee to
        comply with the terms of this Agreement, including, without limitation, all
        reasonable attorneys’ fees, expert witness fees and other fees, costs and
        expenses incurred in defending such claims. As used in this Section 9,
“Licensee” shall include Licensee or any of its agents, representatives,
        employees, subcontractors or sub-licensees whether or not authorized under
        this
        Agreement. Licensee should rely upon its legal counsel to determine this
        liability.
  9.2  Licensor
        indemnification ,
        Licensor agrees to indemnify, defend and hold harmless Licensee and its
        officers, directors, shareholders, employees, representatives and agents
        from
        and against any and all actions, claims, damages and liabilities by or of
        third
        parties resulting directly or indirectly from or arising out of or in connection
        with Licensee’s (or its agents, representatives, employees, contractors,
        subcontractors or sub-licensees) right to use or right to enforce the Patent
        or
        for any failure by Licensor (or its agents, representatives, employees,
        subcontractors or sublicensees, whether or not authorized under this Agreement)
        to comply with the terms of this Agreement, including, without limitation,
        all
        reasonable attorneys’ tees, expert witness fees and other fees, costs and
        expenses incurred in defending such claims.
  9.3  Survival .
        The
        obligations set forth in this Section 9 shall survive the termination of
        this
        Agreement.
  10.  TERMINATION;
        EXPIRATION
  10.1  Term .
        Unless
        otherwise terminated as provided in this Section 10, the term of this Agreement
        shall be the lifetime of the Patent.
  10.2  Termination
        by  Licensee .
        At any
        time, Licensee may terminate its license for any county in the Territory
        upon
        thirty (30) days’ written notice to Licenser.
  10.3  Termination  by  Licensor .
  10.3.1  Licensor
        may terminate the license to Licensee for any county in the Territory if
        (1)
        Licensee fails to build and operate a Vessel in that county within eighteen
        (18)
        months of the License Date for that county, *or* (ii)
        after a Vessel has been put into commercial operation in a county, License
        ceases to operate any Vessel in that county for a period of three (3)
        consecutive months, unless ** despite
        the occurrence of 10.3.1 (i) or 10.3.1 (ii), after the time allotted in (i)
        or
        (ii) above, Licensee adheres to payments under Section 4.3 for the operation
        of
        each vessel at a 150 ton per day processing capacity.
  7
  10.3.2  Licensor
        may terminate the license to Licensee for a particular county in the Territory
        if (i) Licensor provided written notice to Licensee that Licensee is more
        than
        thirty (30) days past due in the payment of royalties related to the processing
        of solid waste in that particular county pursuant to Section 4.3 or Sublicense
        fee under 4.4 and (ii) Licensee has failed to pay such past due royalties
        within
        thirty (30) days of receipt of such notice from Licensor.
  10.4  Effect
        of Early Termination ,
  10.4.1  In
        the
        event of the early termination of a license for a county in the Territory,
        Licensee shall (i) cease its use of the Patent in that county as of the date
        of
        such termination, (ii) shall either return all material of a technical nature
        to
        Licensor or transfer such material to another county in the Territory, and
        (iii)
        shall either destroy any Vessel in that county or transfer any such Vessel
        to
        another county in the Territory.
  10.4.2  In
        the
        event of early termination of this Agreement, Licensee shall (i) cease all
        use
        of ** the
        Patent, (ii) return all material of a technical nature to Licensor, and (iii)
        destroy any Vessels.
  10.4.3  In
        the
        event of early termination of a license for a county in the Territory or
        of this
        Agreement, no license fees shall be refunded and all royalties shall be paid
        through the last day of operation of each Vessel.
 
 11.  SALE
        OF
        THE PATENT
  11.1  Right
        of  First  Refusal ,
        In the
        event that Licensor receives a bona fide offer from a third party (“Bona Fide
        Offer”) to purchase the Patent, Licensor shall provide Licensee written notice
        of the Bonn Fide Offer within ten (10) days of receipt of such offer (“Notice of
        Offer”) and Licensor shall provide Licensee the right to purchase the Patent on
        the same terms as the Bona Fide Offer (“Right of First Refusal”). The Notice of
        Offer shall specify the terms of the Bonn Fide Offer, including but not limited
        to the purchase price. Licensee shall have thirty (30) days from the date
        Licensee receives the Notice of Offer to exercise the Right of First Refusal
        to
        purchase the Patent on the same terms as the Bona Fide Offer. In the event
        that
        Licensee exercises the Right of First Refusal, Licensee shall provide written
        notice to Licensor stating that it chooses to exercise the Right of First
        Refusal no later than thirty (30) days from the date Licensee receives the
        Notice of Offer. In the event that Licensee does not exercise the Right of
        First
        Refusal within thirty (30) days from the date Licensee receives the Notice
        of
        Offer, Licensor may sell the Patent to a third party on the same terms as
        the
        Bonn Fide Offer within thirty (30) days of the expiry of the Right of First
        Refusal. If’ Licensor does not sign an agreement for the sale of the Patent with
        a third party on the same terms as the Bona Fide Offer within sixty (60)
        days of
        the expiry of the Right of First Refusal, then any offer from a third party
        shall be subject to this Section 11.1.
  11.1.1  Licensor
        agrees not to sell the Patent to any one of the following: (1) World Waste
        International and all affiliates, (2) Dr. Michael Eley, Don Mafley and
        Bio-Products International and alt affiliates.
  8
  11.2  Continuation
        of License .
        In the
        event that Licensor sells the Patent to a third party (“Purchaser”), in
        connection with the sale the Purchaser shall execute a written document
        acknowledging that its purchase of the Patent is subject to Licensee’s exclusive
        license to use the
 Patent
        in
        the Territory. With the exception of Section 2.3, Purchaser shall assume
        all
        rights and obligations under this Agreement.
 
 12.  CLOSING
  12.1  Date  and  Method  of  Closing .
        The
        Parties to this agreement shall each execute the agreement and transmit same
        via
        facsimile. The Parties shall then countersign said facsimile and return to
        the
        other Party via facsimile,
  12.2  Licensee
        shall transmit, via Company check, the following within 3 business days
        following the effective date stated on the top of page 1 of this
        Agreement:
  a.)
        $25,000 as consideration for entering this Agreement pursuant to section
        4.1.
  b.)
        $12,500 License fee for Orange County, California pursuant to section
        4.2.
  12.3  Licensor
        shall deliver all patent information and/or know how relating to the invention
        of the patent, including, but not limited to, Vessel drawings, technical
        schematics etc. are to be transmitted to Licensee in a form to enable Licensee
        to filly assemble a Vessel under the licensed patent available to Licensor
        via
        express mail within 5 business days of Licensor’s receipt of payment reflected
        in 12.2 above.
  13.  ADDITIONAL
        PROVISIONS
  13.1  Successors:
        Assignment .
        This
        Agreement shall be binning upon the parties hereto and their respective
        successors in interest. Licensee may neither assign this Agreement nor any
        of
        the respective rights or obligations Licensee hereto may be assigned, except
        upon the express written consent of the Licensor, which consent shall not
        be
        unreasonably withheld.
  13.2  Non-Waiver
        of  Breach .
        The
        failure of either party to enforce at any time or for any period of time
        the
        provision hereof in accordance with their terms will not be construed to
        be a
        waiver of such provision or of the right of such party thereafter to enforce
        each and every such provision.
  13.3  Governing
        Law/Venue .
        This
        Agreement shall be construed in accordance with the laws of the United States
        of
        America and the State of Mississippi. The parties hereby consent to venue
        and
        personal jurisdiction the courts of Madison County, Mississippi.
  13.4  Entire
        Agreement .
        This
        Agreement, including the Exhibits hereto, supersedes all prior agreements,
        oral
        or written, between the parties hereto relating to the subject matter covered
        herein and sets forth the entire agreement between the parties as to the
        subject
        matter hereof. Neither party shall be bound by any conditions, definitions,
        warranties, or ** representations
        with respect to the subject matter hereof, other than as expressly provided
        in
        this Agreement or as duly set forth on or subsequent to the date hereof in
        writing and signed by a proper and duly authorized representative of the
        party
        to be bound.
  13.5  Notice ,
        All
        notices, requests, demands and other communications shall be validly given
        if
        delivered in person, faxed, or forwarded by registered or certified mail
        addressed to the party’s address or facsimile number appearing hereinafter
        unless such party has notified the other party of a substitute address or
        facsimile number in writing to:
  9
  To
                  Licensor:
              Harold
                  CrawfordMSW
                  Patents, Inc4502
                  Pine Lake DriveTerry,
                  Mississippi 39170Facsimile:
                  (509) 272-7900With
                  required copy to:
              Lawrence
                  B. Austin, Sr.Attorney
                  at Law153
                  North Maple StreetRidgeland,
                  Mississippi 39157Facsimile:
                  (601) 853-9244ToLicensee:
              Kenneth
                  FrisbieFull
                  Circle Industries, Inc.27368
                  Via Industria, Suite 113Temecula,
                  California 92590Facsimile:
                  (951) 719-1139With
                  required copy to:
              Scott
                  MenghiniFitch,
                  Even, Tabin & Flannery9276
                  Scranton Road, Suite 250San
                  Diego, California 92121Facsimile:
                  (858) 552-0095
 
 Notices
        delivered in person or sent via facsimile during normal business hours shall
        be
        deemed to be received on the same date. Notices forwarded by registered or
        certified mail shall be deemed to be delivered three (3) days after such
        notice
        was mailed.
  13.6  Relationship .
        Licensee shall act in all respects as an independent licensee and shall do
        business at its own risk and for its own profit. Nothing in this Agreement
        shall
        constitute a partnership or agency relationship between Licensee and Licensor
        or
        authorize either party to make any representation on behalf of or in any
        way to
        bind the other party to any obligation of any kind, express or implied, to
        any
        third party, or to incur any liability on behalf of the other party, unless
        specifically authorized to do so in writing by the other party and in accordance
        with the conditions specified by the other party.
  13.7  Titles .
        The
        titles of the Sections and Paragraphs of this Agreement are for convenience
        only
        and shall not be considered as being part of this Agreement nor used in
        interpretation thereof.
  13.8  Government
        Regulations .
        The
        Licensee shall at its own expense comply with all laws, ordinances, rules,
        regulations and other requirements of the government of the Territory or
        any
        other country, state, municipality or other governmental authority, bureau,
        department, or agency thereof having jurisdiction pertaining to or in relation
        to any matter connected with or arising out of this Agreement.
  10
  13.9  Severability .
        If any
        of the provisions of this Agreement shall be held by a court or other tribunal
        of competent jurisdiction to be unenforceable, the other portions of this
        Agreement shall remain in full force and effect.
  13.10  Acknowledgment Licensee
        acknowledges that it is not entering into this Agreement On the basis of
        any
        representations not expressly contained herein.
  13.11  Force
        Majeure ,
        No
        liability hereunder shall result to a Party by reason of delay in performance
        caused by force majeure, that is, circumstances beyond the reasonable control
        of
        the Party, including, without limitation, acts of God, fire, flood, war,
        civil
        unrest, labor unrest, or shortage of or inability to obtain material as
        equipment.
  13.12  Attorneys’
        Fees .
        In the
        event of any action at law or in equity to enforce the provisions of this
        Agreement, the unsuccessful party shall pay to the other all costs and expenses
        incurred by the prevailing party, including reasonable attorney ’ s
        fees.
 
 IN
        WITNESS WHEREOF, the parties hereto have signed this Agreement as of the
        date
        and year first written above.
 
 MSW
                  PATENTS, INC.
              FULL
                  CIRCLE INDUSTRIES, INC.Signed:
              /s/
                  H.L. Crawford
              
              Signed:
              /s/
                  Ken FrisbieBy:
              Harold
                  L. Crawford
              
              By:
              Ken
                  FrisbieIts:
              President
              
              Its:
              CEO
   11