Exhibit 10.2 Agreement for Licensing, Joint Venture Agreement, and Manufacturing
      Agreement


     

      
        

      

    

     

    

    
      	
              INTERNAL
                HYDRO INTERNATIONAL, INC.

            


    

    


    AGREEMENT

    FOR
      LICENSING, JOINT VENTURE AGREEMENT, AND MANUFACTURING
      AGREEMENT

    


    The
      following represents a Agreement between Internal Hydro International, a
      publicly traded Florida corporation, (IHDR), and Anthony Pecoraro, through
      the
      private Florida Corporation, Regent Machine Products, LLC, that seeks to bind
      the parties to a comprehensive joint venture agreement and technology sharing
      agreement with the following goals, terms and conditions to be finalized in
      a
      final agreement executed upon successful completion and testing of the prototype
      otherwise known for purposes of this agreement as the Energy Commander V or
      Hydrocam system.

    


    Whereas
      Regent has developed a technology which, based upon earlier work done on behalf
      of IHDR, is a modification, and improvement upon the Energy Commander
      technology; which can further be described as a positive displacement water
      driven rotary cylinder engine.

    


    Whereas
      IHDR is a publicly traded Florida corporation engaged in the development,
      manufacture, marketing, operations, administration and sales of renewable,
      alternative energy with access to other renewable energy and ecologically
      friendly technologies and

    


    Whereas
      IHDR desires and is capable to manage the purchase, contracting, and oversight
      of certain of the technology above, or has the ability to acquire such expertise
      under it’s control, and

    


    Whereas
      IHDR has materially assisted Regent with the inspiration, and endeavor of the
      above technology,

    


    Whereas
      IHDR seeks all exclusive rights for the above technology, on a global scale,
      for
      all of the above services, and seeks to have a strategic partnership with
      Regent,

    


    The
      parties desire to be bound, in principle, to the following intended
      obligations:

    


    


     


    
      
        
        

      

      
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    1. IHDR
      shall deliver Regent, or their designee(s) the sum of seven million four
      hundred thousand (7,400,000) shares of IHDR stock upon promise of delivery
      of a
      useable plan or unit which will result in a final production value positive
      displacement energy source unit. Such purchase shall include the current 12
      cylinder, 1 inch cylinder prototype as IHDR property. An additional amount
      of
      two hundred fifty thousand (250,000) shares of IHDR stock, upon the fielding
      of
      the first ten production units of such related energy units. Such shares as
      issued in from the first traunche shall exist under the voting power of Regent
      Machine Products management for the period of the deployment of the first ten
      units. Upon the deployment of the first ten units as encompassed below, the
      share voting power shall be transferred to Anthony Pecoraro.

    


    2. As
      tangential payment IHDR shall cause to be delivered to Regent, their designee(s)
      a sum of IHDR S-8 stock equal to one hundred thousand (100,000) shares.


    


    3. IHDR
      shall pay to Regent the sum of $150,000.00 over a period of eighteen (18)
      months, with said payments to commence within 30 days of execution of said
      agreement.

    


    4. IHDR,
      shall, within its abilities, provide all engineering, marketing, and resources
      for the commercial production, sale, lease, or other matter of domestic or
      global marketing of the above described energy unit. IHDR also desires to employ
      Pecoraro on a weekly full or part time basis for production, manufacturing,
      application study, and further product development of such technologies. Said
      compensation shall be at a rate of $1,500.00 per week. Additionally, $60,000
      per
      year bonus on a guaranteed basis after the production of the first 100 power
      units.

    


    5. IHDR
      shall, within its abilities, provide the patenting work for the energy unit
      described herein. IHDR shall hold the rights to such patent on a world-wide
      basis, while the patent shall be issued in the inventors name, Anthony Pecoraro,
      it shall be assigned to IHDR for worldwide use in all uses.

    


    6. Regent,
      or its designee(s) shall receive a five percent (5%) net royalty from any and
      all revenue sources produced from such energy units under this agreement up
      to
      one hundred million dollars ($100,000,000.00).

    


    7. Regent
      shall provide a working prototype, drawings, material plans, and expertise
      necessary for IHDR to go forward with the above described plan. Such expertise
      shall include use of the current prototype by IHDR manufacturing partners,
      including in Italy, for production of the unit. Regent, and Pecoraro in
      particular agrees that he will commit to travel to Italy or other location,
      on
      full employment and expenses of IHDR during such period of time, with bonus
      money. Said commitment shall be with the current or most current plans, and
      prototype produced by Regent, within 30 days of request by
      IHDR.


    
      
        
        

      

      
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    8. IHDR
      shall compensate James A. Thomas for his support of this project, including
      cash
      payment or share distribution commensurate with such support. Such compensation
      shall include, 2,500,000 shares upon the production of said first ten
      units.

    


    9. Regent
      shall grant IHDR the exclusive right to market, sell, manufacture the new low
      impact hydro energy process as defined in this contract, to lease or otherwise
      use in whatever manner is within its business plan, said energy
      unit.

    


    10. IHDR
      shall gain rights on basis of first refusal, or as part of fulfilling said
      agreement terms from four other inventions of Pecoraro, to include the
      Hydrovein, Hydropropulsor, Hydroreciprocating, and thermalmat, which shall
      be
      the property of Pecoraro, except as negotiated by the parties.

     

    Assignment:
      This
      agreement will survive to any successors or assigns of any party to it
      and shall be binding upon such successors and assigns unless
      relieved of such obligation in writing by the other parties.

    


    


    Attorney’s
      Fees, Venue and Choice of Laws:
      

    


    In
      the
      event of the failure of the transaction contemplated by this Agreement, each
      party shall bear its own attorney-s fees and costs. In the event that Regent
      shall fail to perform under this agreement, IHDR shall be entitled to retain
      the
      initial stock issuance and contract provided funds as liquidated damages. Venue
      for any such action shall lay in the Circuit Court, Thirteenth Judicial Circuit
      in Hillsborough County, Florida. In the event of breach of such agreement by
      either party, the prevailing party shall be entitled to costs and attorneys
      fees. The applicable law shall be applicable Florida Law.

    


    Noncontravention.
      The
      execution of this Agreement by Regent and the consummation of the transactions
      contemplated hereby will not result in the breach of any term or provision
      of,
      or constitute a default under, any provision or restrictions of any indenture,
      agreement, contract or other instrument or any judgment, order, or decree to
      which Triton is a party or by which it is bound except as set forth below,
      or
      will it conflict with any provisions or the Articles of Incorporation or Bylaws
      of Triton. 

    


    Noncircumvention.
      Regent
      agrees that it shall not negotiate with, or enter into any agreement of any
      kind
      for the product described herein, except under the direction or permission
      or,
      or by IHDR.

    


    Performance
      by IHDR.
      IHDR
      shall have a period of one year (1) to begin substantial performance of the
      marketing, sale, and production capacity of this product defined under this
      agreement.


    
      
        
        

      

      
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    Lack
      of Litigation.
      There
      are no suits, regulatory actions, investigations or proceedings at law or in
      equity, pending or threatened against or affecting Regent’s operation or ability
      of it’s technology systems to be built or operated as set forth in this
      agreement. 

    


    


    Laws
      and Regulations.
      IHDR and
      Regent represent that they have, or will, comply with all laws, rules,
      regulations and ordinances relating to or affecting the conduct of its
      operations and technology, and that it has or has the ability to possess or
      procure appropriate licenses and permits required for the operation of the
      possesses and holds all licenses and permits required in its business by
      federal, state or local authorities. Regent has the obligation under this
      Agreement to obtain all appropriate and necessary licensing, permits and other
      regulatory actions to make such plants fully functional and operational on
      a
      reasonable basis. 

    


    Intellectual
      Property.
      Regent
      hereby affirms to IHDR, and IHDR hereby affirms to Regent that each party holds
      all intellectual rights and appropriate patents to the their technologies,
      or
      the rights to use under appropriate agreements, or will receive such rights
      in a
      reasonable fashion, and recognizes the derivative nature of such technology.
      Both parties further assure and guarantee to the other that they will take
      all
      actions necessary to keep, protect and defend such intellectual property rights,
      including further patents, and prosecution of any infringement upon its
      intellectual rights.


    


    Assistance
      With Sales of Byproducts:
      Regent
      takes the affirmative duty to provide to IHDR all leads and assistance with
      sales of all by products produced or provided under this Agreement which IHDR
      shall have at its access. 

    


    


    Limitation
      of Liability . 

    


    NEITHER
      PARTY NOR ANY OF ITS INDEMNIFIED PERSONS SHALL BE LIABLE TO THE OTHER PARTY
      OR
      ITS INDEMNIFIED PERSONS FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, OR
      CONSEQUENTIAL DAMAGES, OR LOSSES OR DAMAGES FOR LOST REVENUE OR LOST PROFITS,
      WHETHER FORESEEABLE OR NOT, ARISING OUT OF, OR IN CONNECTION WITH, THIS
      AGREEMENT. Such Limitations of liability shall be included in all AGREEMENTS,
      WHICH Triton or ihdr enters into involving the system. 

     

    Regent
      hereby agrees to indemnify, defend and hold harmless IHDR, its affiliates and
      all officers, directors, employees and agents thereof from all liabilities,
      claims, damages, losses, costs, expenses, demands, suits and actions (including
      without limitation attorneys' fees, expenses and settlement costs)
      (collectively, "Damages") arising out of or related to any use or operation
      of
      any Product to Customer, which was not completed in accord with IHDR’s
      published, established provisions, guidelines and procedures as supplied
      appropriately and accurately by IHDR. 


    
      
        
        

      

      
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    Regent
      hereby agrees to indemnify, defend and hold harmless IHDR, its affiliates and
      all officers, directors, employees and agents thereof from all damages arising
      out of: (i) Regent's breach of this Agreement; (ii) Regent's failure to comply
      with relevant laws and regulations; and (iii) Regent's reselling of the Products
      infringing on the intellectual property rights of third parties or constituting
      a misappropriation of any third party's trade secrets; provided, however, that
      Regent shall notify IHDR of any such information immediately.

     

    Regent's
      liability arising out of the manufacture, sale or supplying of the products
      or
      their use or disposition, whether based upon warranty, contract, tort or
      otherwise, shall not exceed the actual purchase price paid by Regent for the
      products if such use is within reasonable standards. 

    


    In
      no
      event shall IHDR be liable to Regent or any other person, client, or entity
      for
      special, incidental or consequential damages (including, but not limited to,
      loss of profits, loss of data or loss of use damages) arising out of the
      manufacture, sale or supplying of the products, even if IHDR has been advised
      of
      the possibility of such damages or losses. All such disclaimers herein, shall
      be
      part of all contracts executed by Triton with all contractors. 

    


    FORCE
      MAJEURE 

    


    Either
      party's performance under this agreement is subject to acts of God, war
      (declared or undeclared), government regulation, terrorism, disaster, strikes,
      civil disorder, curtailment of transportation facilities, or similar occurrence
      beyond the party's control, making it impossible, illegal, or commercially
      impracticable for one or both parties to perform its obligations under this
      agreement, in whole or in part. Either party may terminate this agreement
      without liability for any one or more of such reasons upon written notice to
      the
      other party within ninety (90) days of such occurrence or receipt of notice
      of
      any of the above occurrences.

    


    Termination

    


    This
      agreement may be terminated upon a reasonable condition basis as generally
      accepted for performance and all other conditions of the Uniform Commercial
      Code. All other termination shall occur with all parties agreeing to best
      efforts conciliation before termination. Termination notice must be given with
      90 days notice to the other party in writing, certified delivery.

    


    

      
        
          
          

        

        
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      Notices.
        All notices shall be provided by U.S. Mail certified mailing, or by other
        commercially trackable and verified delivery to the following
        addresses:

      


      For
        Regent to:  

      4211
        W. Morrison Ave.    

      Tampa,
        FL 33629     

    

     

    For
      IHDR
      to:

    607A
      W. Martin Luther King Blvd. __  

    Tampa,
      FL 33603     

    


    14. Full
      Disclosure.
      Neither
      this Agreement nor any other instrument furnished to IHDR by or on behalf of
      Regent contains any untrue statement of a material fact or omits to state a
      material fact necessary to make any statements made not misleading, and there
      is
      no fact that materially and adversely affects, or foreseeably may materially
      and
      adversely affect, IHDR’s financial condition, liabilities, business, ability to
      perform or assets that have not been disclosed herein or in any other
      instrument. 

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement as of the date hereof, which for
      all
      purposes of this Agreement shall be the date first written above.

    


    


    No
      corporation, or other business association shall be construed as being created
      by this joint venture.

    


    WITNESSED
      THIS 12th
      DAY OF
      OCTOBER, 2005

    


    Regent:       IHDR:

     

    


    
      	 	 	 	 
	/s/ Mary
              Pecoraro	 	 	/s/ Craig
              A. Huffman
	
              

            	 	 	
              

            
	By:
              Mary Pecoraro
Title: President	 	 	By:
              Craig A. Huffman
Title: Acting CEO 
More
              Title


    

     

    
      	
            	 	 	 
	/s/ Anthony
              Pecoraro	 	 	
            
	
              

            	 	 	
            
	By:
              Anthony Pecoraro
Title: President