exmo_ex101.htm


    
      THIS
TECHNOLOGY LICENCE AGREEMENT (the "Agreement") is made the 8th day of June
2008.

       

      Between:


       

      (1)   David
Bychkov, founder and inventor of the BT2 technology, on individual whose address is at 7432
Emerald
Drive, Manassas, Virginia
(hereinafter called "the Licensor") of
the first part; 

       

      And

      


      
        (2)   BT2
International,
Inc., a company incorporated in Nevada whose registered office is
at Suite
2067, 1117 Desert Lane, Las Vegas, NV 89102-0000 (hereinafter called "the Licensee")
of the second part.

      

      
      

       

      WHEREAS:

      


      
        A.    The Licensor has developed and is the
sole and exclusive owner of the Intellectual Property Rights in the Technology
(as these terms are defined herein).

           

          A.    The Licensee wishes to obtain a licence
to use the Technology for the purpose of fabricating and manufacturing products
from the Patents pending and marketing and distributing products from the
Patents pending in the 

                 
Territories.

        

      

      
      

      


      A.    The Licensor is prepared to grant to the
Licensee, an exclusive, transferable and non-revocable right and licence to the
Technology within the Territory, subject to the terms and conditions set forth
herein.


      NOW,
THEREFORE, in consideration of the foregoing
and the mutual covenants and agreements contained herein, the receipt and
sufficiency arc acknowledged, the parties hereby agree as
follows:

      


      1.           
DEFINITIONS

       

                     
"Confidential Information"   Means all information (whether in
print, oral, magnetic, optical or electronic form) which is expressly marked as
confidential or which is manifestly of a confidential nature or which is
confirmed in writing to be confidential within thirty (30) day of its
disclosure. It shall include, but shall not be limited to, all information of
the Licensor which relates to:

       

      (a)   the
subject matter of this Agreement;

       

      (b)   the  content
of the Technology, including all directions, instructions, manuals, drawings
and/or processes (whether in tangible form or otherwise) provided to the
Licensee arising out of connection with the use of the Technology 
or any part thereof;

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      (a)   the
personnel, policies, product plans, designs, costs, finances, marketing plans,
research development or business strategies of the Licensor; and

       

      (a)   the terms
upon which the Technology is being supplied pursuant to this Agreement.

       

      Information shall not be
considered confidential to the extent that it is publicly disclosed through no
fault of the receiving party hereto, either before or after it becomes known to
the receiving party.

      
      

       

      
        	"Documentation"  	Means the operating
      manuals, guides and other support materials provided by the Licensor to
      the Licensee in either print, magnetic, optical or electronic form,
      including any materials which are designed to assist or supplement the
      understanding or application of the Technology.
	 	 
	"Effectivc Date"  	Means the 8th day of
      June 2008.
	 	 
	"End-User"	Means an end-user of
      the Licensed Product that has, before securing access to the Licensed
      Product, entered into an EULA, with the Licensee.
	 	 
	"EULA"	
                Means
      the end-user licence agreement between the Licensee and each end user in
      the Territory which permits the use of the Technology by such end-user and
      which incorporates the provisions set out in Clause
  5.1.7.

              
	 	 
	"Field of Use"	
                Means
      the field of monitoring devices to be used in the health care
      industry.

              
	 	 
	"Implementation
      Date" 	
                Means
      the date upon which the Licensee commences the actual
      fabrication, manufacture and marketing of the products. Such date is
      expected to commence once the second round of financing is completed, some
      120 days after the Effective Date of this
      agreement.

              
	 	 
	"Improvements"  	Means any and all changes, modifications, additions,
      alterations, enhancements, upgrades and development to the
      Technology, but shall not include any part of the Technology or
      Documentation, which remains proprietary to the
  Licensor.


         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

        	 	 
	"Intellectual Property
      Rights"	Mean
      any and all vested, contingent or future inventions, innovations,
      discoveries, design rights, model rights, patents, patent applications,
      trade secrets, copyrights, codes, technical information and know-how,
      including but not limited to any methods, techniques, processes,
      discoveries, inventions, innovations, unpatentable processes, technical
      information, specifications, recipes, formulae, designs, plans
      documentation, drawings, data and other technical information, relating to
      the Technology, Documentation and the Licensed Product, registrations of
      and applications to register any of the aforesaid rights, rights in the
      nature of any the aforesaid rights in any country, rights in the nature of
      unfair competition rights and rights to sue for passing off relating to
      the Technology and Documentation and any other proprietary information
      belonging to the Licensor, whether solely, jointly or
      otherwise.
	 	 
	"License" 	Means the licence granted to the Licensee under Clause
    2.
	 	 
	"License
      Fee"  	Means the fees
      payable by the Licensee to the Licensor as set
      out in Clause 3.1.1.
	 	 
	"Licensed
      Product"  	Means any monitoring
      device, in the form prescribed in the Patent
      pending documents, and fabricated using any part of the Technology, and as
      described in Schedule 2.
	 	 
	"Parties"	Means
      the Licensor and the Licensee collectively and "Party" means either the
      Licensee or the Licensor, as the context dictates.
	 	 
	"Revenue"	Means any and all revenues
      received and receivable by the Licensee, including but not limited to
      transaction fees, subscription fees, and all other revenue sources
      attributable to the use of the Technology under this Agreement. For the
      purposes of this
      definition, the Revenue shall be computed prior to any taxes, refund,
      discount, credit or other offset that the Licensee may deduct from the
      Revenue.
	 	 


      

       

      
        
           


        

        
          3

          
            

          

        

        
           


        

      

       

      
        	"Royalty"     	Means the percentage
      of annual Revenue payable by the Licensee
      to the Licensor as calculated in Schedule 3.
	 	 
	"Sale Price"	Means the price
      quoted and charged by the Licensee in direct sales to any party of any
      part of the Licensed Product
	 	 
	"Technology" 	Means the products
      manufactured from the Patents pending as
      described in Schedule I, as the same exists on the Effective Date and to
      be licensed to the Licensee under this Agreement for the Field of
      Use.
	 	 
	"Term"  	Means the licence
      duration as stipulated in Clause 11.1 below.
	 	 
	"Territory"  	Means the
      territories of the world that this License
applies.


      

                                       

      1.2     In
this Agreement, unless contrary intention appears:

       

      (a)      the
clause headings are for case of reference only and shall not be relevant to
interpretation;

       

      (a)      a
reference to a clause number is a reference to its subclauses;

       

      (a)     words
in the singular number include the plural and vice versa;

       

      (a)     words
importing a gender include any other gender;

       

      (a)    
a reference to a person includes bodies corporate and unincorporated
associations and
partnerships;

       

      (a)      a
reference to a schedule or clause is a reference to a schedule or clause of this
Agreement;

       

      (a)      the
recitals to this Agreement do not form part of the Agreement; and

       

      (a)      monetary
references are references to the United States currency.

       

      2.       LICENCE

       

      
        
          
            	
                    2.1  

                  	
                    Subject
      to the Licensee's compliance with the terms and conditions of this
      Agreement, the Licensor hereby grants to the Licensee an exclusive,
      transferable, non-revocable (except for cause) right and licence, to use
      the Technology solely for the purposes
of:

                  


          

        

      

       

      
        
          
            
              
                	
                            2.1.1     
      

                      	
                        to
      fabricate and manufacture products from the
  Patents;

                      


              

            

          

           

          
            
              
              

            

            
              4

              
                

              

            

            
              
              

            

          

           

          
            	
                        2.1.2     
      

                  	
                    to use, have used, make, have made, sell, have
      sold, and lease, sell and/or otherwise transfer copies of the Licensed
      Product on such terms and conditions as described herein and in the
      Schedules annexed hereto, in
      the Field of Use, within the Territory and for the Term
      only.

                  


          

        

      

      
        
          
             

            
              	
                      2.2  

                    	
                      The
      Parties agree and acknowledge that this licence transfers to the Licensee
      the exclusive, transferable, non-revocable interests in the property or
      Intellectual Property Rights to the Technology, Licensed Product and
      Documentation. Titles to the Technology, Licensed Product and
      Documentation and the Intellectual Property Rights of whatever nature
      therein (including any copies, alterations, modifications or amendments
      made hereto) are and shall remain the sole property of the
      Licensor.

                    


            

          

        

         

        
          	
                  2.3  

                	
                  
                    Notwithstanding
      anything in this agreement, and in particular Item 2.2 (above), providing
      all obligations of the Licensee have been met, ownership and title to the
      Technology, Licensed Product and Documentation and the Intellectual
      Properly Rights of whatever nature therein (including any copies,
      alterations, modifications or amendments made hereto) shall transfer to
      the Licensee upon meeting the following
      milestone:

                  

                


        

      

      
         

        •   Meeting
the $1,000,000 revenue mark from evaluation kit sales and/or BT2 watch sales to
prospective distributors.

      

       

      
        	
                2.4  

              	
                The
      parties acknowledge that the technology is patented pending in U.S.A.,
      however the applications for the technology's uses are worldwide.
      Therefore this license applies to all of the countries and territories of
      the world. In the event any patent or patent pending process is or becomes
      in default. Licensee may intervene and correct such
    default.

              


      

       

      
        	
                2.5  

              	
                Should
      the Licensee feel justified in patenting the technology in other countries
      of the world, permission is granted to pursue such action, in whomever
      name is more desirable. Whatever action is taken in this regard, the terms
      and conditions of this license shall
apply.

              


      

       

      
        
          
            	
                    2.6  

                  	
                    All
      rights not expressly granted herein to the Licensee are reserved by the
      Licensor.

                  


          

        

      

        

      3.       FEES
AND GRANT OF EQUITY

       

      
        
          
            	
                    3.1

                  	
                    In
      consideration of the grant of the licence herein, the Licensee agrees to
      pay the Licensor the following
amounts:

                  


          

        

      

       

      
        
          
            
              	
                          3.1.1     
      

                    	
                      A
      non-refundable up-front licence fee of $5,000 being due and payable 120
      days from the date of execution of this Agreement, i.e., on the 8th day of
      June 2008. Such fee shall be payable from the first
      $100,000 raised by the Licensor from investors
      identified by the Parties.


                    


            

          

        

      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	
                    3.1.2     
      

              	
                A non-refundable royalty advance of $25,000
      being due and payable 210 days from
      the date of execution of this Agreement, i.e., on the 8th day of June
      2008. Such
      fee shall be payable from the next $500,000 raised by the Licensor from
      investors
      identified by the Parties.

              


      

       

      
        	
                        3.13

              	
                The
      fees payable in items 3.1.1 and 3.1.2 shall be considered as advance
      royalty payments
      due in accordance with the royalty scheme set out in Schedule 2 of this
      Agreement
      on a quarterly basis and concurrent with the Licensee's submission of
      sales
      reports pursuant to Clause 5.8, and on the last day the
      Term.

              


      

       

      
        	
                3.2

              	
                All
      payments made to the Licensor shall be in U.S.A. Dollars, without any
      deduction set off or withholding
whatsoever.

              


      

       

      
        	
                3.3

              	
                All
      payments made to the Licensor hereunder shall be exclusive of any sale and
      use tax or any similar tariff, import, duty, fees or assessments
      (including the amount of interest and penalties in connection therewith)
      or governmental charge (collectively know as "Liabilities"). In the event
      such Liabilities are levied upon or chargeable for whatever reason, the
      Licensee shall be responsible for the payment of or reimbursement to the
      Licensor for the payment of such Liabilities (as the case may
      be)

              


      

       

      
        	
                3.4

              	
                Time
      of payment shall be of the essence.

              


      

      
         

        
          
            
              	
                      3.5

                    	
                      In
      the event of any failure to make any payment due to the Licensor in
      accordance with the foregoing clauses, without prejudice to anything else
      in this Agreement and/or any other rights which the Licensor may have at
      law, the Licensor shall have the right
to:

                    


            

             

          

        

      

      
        
          
            
              	
                          3.5.1    
      

                    	
                      forthwith
      suspend or terminate the Licence hereby granted to the Licensee;
      and/or

                    


            

          

        

      

       

      
        	
                    3.5.2    

              	
                
                  provide
      the Licensee an extension of time to complete such payments, at the sole
      discretion of the Licensor

                

              


      

       

      

        	
                    3.5.3    
      

              	
                
                  charge
      the Licensee, in respect of any and all overdue payments, interest at a
      rate of 1% (one per cent) above the base lending rate of the designated
      bank of BT2 International, Inc. per month or part thereof, compounded
      monthly, on the outstanding
balance.

                

              


      

       

      
        
          
            
              	
                      3.6

                    	
                      Upon
      termination of the Licence, the Licensor may repossess any copies of the
      Technology, Documentation and Licensed Product delivered to the Licensee
      or made by the Licensee including such copies of the Licensed Product in
      the control or possession of the Licensee. For such purpose, the Licensee
      or anyone or more of its agents or authorized representatives shall be
      entitled at anytime and without notice to enter upon any premises in which
      the same are or are reasonable believed by the Licensor to be kept, stored
      or used.

                    


            

          

        

      

      
         

        
          
            
              
                	
                        3.7

                      	
                        The
      Parties agree that the Licensor's acceptance of any purported payment of
      Royalty from the Licenses shall not be deemed the Licensor's acceptance of
      the validity and accuracy of any record and document in support thereof.
      For avoidance of doubt, the Licensor
      reverses the right to reject any such record or document as valid or
      accurate subsequent to its acceptance of any purported payment of Royalty
      and in such event, the Licensor shall have the right to recover the
      balance of any sums thereby found due and
  unpaid.

                      


              

            

          

        

      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      
        
          
            
              	
                      3.8

                    	
                      The
      parties agree that there will be certain milestones to be achieved during
      the development of the final product and the marketing of this BT2
      product. As each of these milestones is achieved, the Licensee shall grant
      the Licensor common shares in BT2 International, Inc. in accordance with
      Schedule 3.

                    


            

          

        

      

       

      4.       LICENSOR'S
OBLIGATIONS

       

      
        
          
            
              	
                      4.1

                    	
                      
                        The Licensor shall use reasonable endeavours
      to procure the services of all the personnel who made up to development team for the
      Technology. Such services will be available to the Licensee (1) month from the date of
      execution of this Agreement, at such time and place to designated by the Licensor, for the
      sole purpose of assisting in the orientation of such staff of the Licensor in the use and
      operation of the Technology, and for assisting the Licensee in raising the capital monies
      necessary to fabricate, manufacture and market the products from the Technology. The scope of
      such orientation shall be determined solely
      by the
      Licensee.

                      

                    


            

          

        

      

       

      
        	
                4.2  

              	
                The
      Licensee agrees and acknowledges that it shall be solely responsible for
      any and all the transportation and other ancillary costs incurred by its
      selected staff undergoing the orientation in Clause
  4.1.

              


      

       

      
        	
                4.3  

              	
                The
      Licensor shall use reasonable endeavours to procure the services of all
      the personnel who made up the development team for the Technology. Such
      services will be for the purposes of assisting the Licensee with the
      fabrication and manufacturing of the products and to provide other
      technical advice and assistance in any other aspects of the Licensee. Such
      services will be available to the Licensee for a period of 3 years from
      the Implementation Date of this
Agreement.

              


      

       

      
        
          
            
              	
                      4.4

                    	
                      
                        Upon the execution of this Agreement, the
      Licensee hereby confirms that the Licensor has
      effected full delivery of the Technology and Documentation and nothing in
      this Agreement
      shall be construed as requiring the Licensor to prepare or deliver to the
      Licensee
      the Technology, Documentation or any further information, documents or
      data relating
      thereto or engage in any technical studies or research or development or
      any other
      obligation with regards to the use and operation of any part of the
      Technology including
      but not limited to the installation thereof for and on behalf of the
      Licensee.

                      

                    


            

          

        

      

       

      5.       
LICENSEE'S OBLIGATIONS

       

      
        
          
            
              	
                      5.1

                    	
                      The Licensee warrants and undertakes that during the Term or the
      continuance of the licence granted under this
  Agreement:

                    


            

          

        

      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

       

      
        	
                        5.1.1 

              	
                      
                  the
      Technology and Documentation shall be used solely by the Licensee and/or
      any other corporations related or controlled by the Licensee and only for
      the purposes contemplated by Clause 2 of this
      Agreement;

                

              


      

       

      
        	
                           
      5.1.2  

              	
                it
      shall not take any action which may impair the Licensor's ownership and
      exclusive rights to the Intellectual Property
  Rights;

              


      

       

      
        	
                           
      5.1.3  

              	
                it
      shall use its best efforts to raise sufficient financing for the Licensee
      to hire skilled and experienced staff to fabricate, manufacture and then
      market the products from the Technology in order to meet and exceed to the
      target minimums that will pay the Licensor the royalties as
      prescribed;

              


      

       

      
        	
                           
      5.1.4  

              	
                as
      to each employee that is provided access to the Technology and/or the
      Licensed Product, the Licensee shall secure the employee's execution of a
      confidentiality agreement which provides that the employee may access
      and/or use the Technology or the Licensed Product only under terms and
      conditions of the confidentiality agreement which terms shall be
      determined by the Licensee with the approval of the Licensor, and which
      shall include, without limitation, express the acknowledgment by the
      employee of the Licensor's property and rights in the Technology and the
      Licensed Product and express provisions prohibiting the employee
      to:

              


      

       

      
        	
                5.1.4.1  

              	
                sub-license,
      sell, lease, transfer, and distribute the Technology or the Licensed
      Product in any manner whatsoever;

              


      

       

      
        	
                5.1.4.2  

              	
                make,
      manufacture, reproduce or replicate the Technology of the Licensed Product
      in any manner whatsoever;

              


      

       

      
        
          	
                  5.1.4.3  

                	
                  
                    make
      modifications, additions, alterations, enhancements, improvements,
      upgrades or new versions of the Technology or Licensed Product in any
      manner whatsoever;

                  

                


        

      

       

      
        
          	
                             
      5.1..5  

                	
                  
                    it
      shall effect and maintain adequate security measures to the Licensor to
      safeguard the Technology from access and misuse by any unauthorized
      persons (including the copies
thereof).

                  

                


        

      

       

      
        
          	
                  5.2

                	
                  
                    The
      Licensee shall be responsible for obtaining all necessary governmental
      approvals for the development, production, distribution, sale and use of
      any Licensed Product, at the Licensee's expense, including, where
      applicable and without limitation, any safety or feasibility studies. The
      Licensee shall have the sole responsibility of any warning labels,
      packaging and instructions as to the use of the Licensed Product and for
      the quality control for any Licensed
  Product.

                  

                


        

      

       

      
        
          	
                  5.3

                	
                  
                    To
      the extent required by applicable laws, it at all, the Licensee agrees
      that the Licensed Product will be manufactured and/or provided in such
      countries, subject to such consents as may be required or obtained, if at
      all, from the relevant regulatory and/or administration and/or
      governmental
authorities.

                  

                


        

      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      
        
          	
                  5.4

                	
                  
                    The
      Licensee shall be responsible for obtaining all third party consents and
      approvals required, including obtaining the right and authority to use,
      distribute, copy, reproduce, broadcast or otherwise disseminate works
      protected by copyright.

                  

                


        

      

      
         

        
          	
                  5.5

                	
                  
                    The
      Licensee shall not use the name, logo or trademarks of the Licensor or any
      variation thereof without the Licensor's prior written
      consent.

                  

                


        

      

       

      
        
          	
                  5.6

                	
                  
                    The
      Licensee agrees to register this Agreement with any foreign governmental
      agency which requires such registrations, and the Licensee shall pay all
      costs and legal fees in connection therewith. In addition, the Licensee
      shall assure that all foreign laws affecting thus Agreement for the sale
      of the Licensed Product arc
satisfied.

                  

                


        

      

      
         

        
          	
                  5.7

                	
                  The Licensee shall maintain complete and accurate records
      of:

                


        

      

       

      
        
          	
                  5.7.1  

                	
                  all
      transactions relating to the Technology and the Licensed
      Product;

                


        

         

        
          	
                  5.7.2  

                	
                  all
      copies made of the Technology and the Licensed
  Product;

                


        

         

        
          	
                  5.7.3  

                	
                  
                    the
      number of sub-licences issued to end-users in respect of the Licensed
      Product; and

                  

                


        

      

      
         

        
          	
                  5.7.4  

                	
                  the
      Revenue received by the Licensee.

                


        

         

        
          
            
              	
                       

                    	
                      
                        which
      the Licensee shall produce to the licensor on request from time to
      time.

                      

                    


            

          

        

         

        
          
            
              	
                      5.8

                    	
                      
                        At
      the end of twelve (12) months from the Effective Date and thereafter on a
      quarterly basis, the Licensee shall submit or caused to be submitted to
      the Licensor accurate and complete sales reports indicating the actual
      sales volume for the relevant quarter and individual sale prices. All
      sales reports shall be accompanied by copies of sale transaction
      documents, including all invoices to the
  End-Users.

                      

                    


            

          

        

        
          
             

            
              	
                      5.9

                    	
                      
                        The
      Licensee agrees that the Licensor shall, at reasonable intervals, have the
      right to appoint an independent auditor to examine the Licensee's relevant
      books and records to verify the Licensee's fulfillment of its obligations
      under this Agreement. The cost of such audit conducted shall be borne by
      the Licensee.

                      

                    


            

             

            
              
                
                  	
                          5.10

                        	
                          
                            The
      Licensee shall at all reasonable times permit the Licensor to check the
      use of the Technology, Licensed Product and Documentation by the Licensee
      and/or verify the accuracy of any and all sales reports furnished by the
      Licensee to the Licensor and for that purpose, the Licensor shall be
      entitled to enter into any of the Licensee's premises upon prior notice
      being given (and the Licensee hereby irrevocably licenses the Licensor,
      its employees and agents to enter such premises for such
      purpose).

                          

                        


                

              

            

             

          

        

      

      6.       WARRANTY
AND LIABILITY

       

      
        
          
            	
                    6.1

                  	
                    The Licensor represents and warrants that is has full corporate
      right and power to enter into this
Agreement.

                  


          

           

        

      

      
        
          
             


          

          
            9

            
              

            

          

          
             


          

        

      

       

      
        
          
            	
                    6.2

                  	
                    
                      The Technology are provided on an "As-Is"
      basis without any warranty of any kind, express
      or implied. The Licensor does not make or give any representation,
      warranty or undertakings
      to the following
  effect:

                    

                  


          

        

      

       

      
        
          
            	
                        6.2.1    
       

                  	
                    that the functions contained in the Technology will meet the
      Licensee's specific requirements or that the functions contained in the
      Technology or the operation of the Technology will be uninterrupted or
      error free or that any defects will be
  corrected;

                  


          

        

      

       

      
        
          
            	
                        6.2.2    

                  	
                    that the Technology will be effective or fit for any purpose or
      that it is supplied by the Licensor free from any defect or error,
      or

                  


          

        

      

       

      
        
          
            	
                        6.2.3    
      

                  	
                    that the use or sale of the Licensed Product or the use of the
      Technology and/or Documentation will not infringe any of the copyright or
      the Intellectual Property Rights or any other rights belonging to or
      alleged to belong to any third
party.

                  


          

        

      

       

      
        
          
            	
                    6.3

                  	
                    
                      The
      express terms of this Agreement are in lieu of all warranties, conditions,
      terms, undertakings and obligations implied by statute, common law,
      custom, trade usage, course of dealing or otherwise, all of which are
      hereby excluded to the fullest extent permitted by
    law.

                    

                  


          

        

      

       

      
        
          
            	
                    6.4

                  	
                    
                      The
      Licensor shall not be liable to the Licensee, End-User or any third party
      for any special, indirect, incidental, punitive, consequential, exemplary
      or any other damages whatsoever (including, without limitation, damages
      for loss of profits or revenues, business interruption, loss of data, loss
      of business information, other pecuniary loss and cost of legal expense)
      in connection with this Agreement and, without limitation, the use or
      performance of the
Technology.

                    

                  


          

        

      

      
        
           

          
            	
                    6.5

                  	
                    
                      The
      total and cumulative liability of the Licensor to the Licensee for any
      claims or damages under this Agreement whether arising out of contract,
      tort or any other cause of action, shall be limited to direct damages and
      shall in no event exceed the sums paid by the Licensee to the Licensor
      under this Agreement in the last twelve (12) months prior to the event
      giving rise to the
claim.

                    

                  


          

        

      

       

      7.       INTELLECTUAL
PROPERTY RIGHTS

       

      
        
          
            	
                    7.1

                  	
                    
                      The
      Licensee shall have the right to apply for registration of any of the
      Intellectual Property Rights anywhere in the world that the Licensor has
      not applied for a Patent, however the Licensee shall at no time challenge
      the validity and the Licensor's ownership of the
    same.

                    

                  


          

        

      

       

      
        
          
            	
                    7.2

                  	
                    
                      Interest
      and title to all Improvements carried out by the Licensee (the "Licensee's
      Improvements"), if any, shall be the subject matter of intellectual
      property and shall vest solely and exclusively in the
      Licensor.

                    

                  


          

        

      

      

        
          
             


          

          
            10

            
              

            

          

          
             


          

        

      

      
        
           

          
            	
                    7.3

                  	
                    
                      Licensee shall report in writing to the
      Licensor the details of any and all Improvements carried
      out by the Licensee and shall produce to the Licensor such written reports
      one (1) month
      after the Effective Date and thereafter on a monthly basis without demand.
      The Licensor
      shall be entitled at any time to be availed of further details of any such
      report furnished,
      including any record or document in support
      thereof

                    

                  


          

        

      

       

                 
OR

       

      
        
          
            	
                    7.4

                  	
                    
                      Notwithstanding anything to the contrary,
      nothing in this Agreement shall be construed as
      according to the Licensee any right whatsoever to customized, adapt, alter
      or make any changes
      to the
Technology.

                    

                  


          

        

      

       

      
        
          
            	
                    7.5

                  	
                    
                      For
      the avoidance of doubt, the Licensee shall not be entitled to, and the
      Licensor shall not be obliged to provide, any improvements, or any
      upgrade, development or improvement to the Technology and/or Licensed
      Product.

                    

                  


          

        

      

       

      
        
          
            	
                    7.6

                  	
                    
                      The
      Parties shall negotiate in good faith and set out in a separate written
      agreement their respective rights and obligations vis-a-vis
      commercialization and protection of the Intellectual Property Rights in
      the Licensee's
Improvements.

                    

                  


          

        

      

       

      8.       CONFIDENTIALITY

       

      
        
          
            	
                    8.1

                  	
                    
                      The parties agree that during the Term of this
      Agreement and after this Agreement expires
      or is terminated (as the case maybe), a party receiving Confidential
      Information of
      the other party will
  continue:

                    

                  


          

        

      

       

      
        
          	
                  8.1.1  

                	
                  to
      maintain in confidence such Confidential Information to the same, extent
      such party maintains its own proprietary aud confidential
      information;

                


        

      

       

      
        	
                8.1.2  

              	
                not
      to disclose such Confidential Information to any third party without prior
      written consent of the other party;
and

              


      

       

      
        	
                8.1.3  

              	
                not
      to use such Confidential Information for any purpose except those
      permitted by this Agreement.

              


      

       

      
        
          	
                  8.2

                	
                  
                    Provided
      that where the Licensor is the party receiving Confidential Information,
      the Licensor may disclose all or part of that Confidential Information to
      its associates on the basis that such associates shall also observe and be
      bound by the provisions of this Agreement. For the purpose of this
      Agreement, the associates of the Licensor shall include the Licensor's
      related corporations (as defined in the Companies
    Act).

                  

                


        


        
          	
                  8.3

                	
                  
                    Notwithstanding
      any other provisions in this Agreement and for the avoidance of doubt, the
      Licensor shall be entitled to disclose to any third parties the fact of
      this Agreement and its ownership of the Intellectual Property Rights and
      such disclosure may be for any purpose
      whatsoever.

                  

                


        

      

      

        
          
             


          

          
            11

            
              

            

          

          
             


          

        

9.   
INDEMNITY

       

      
        
          	
                  9.1   

                	
                  
                    The Licensee shall indemnify and hold the
      Licensor harmless from and against any and all costs, losses, liabilities and expenses
      (including legal costs on a full indemnity basis) in
      connection with or arising out
  of:

                  

                


        

      

       

      
        	
                9.1.1  

              	
                any
      breach of the Licensee's obligations in this Agreement, including without
      limitation, any breach of warranties herein, or any third party claim,
      action or allegation brought about against the Licensor related to the
      Licensee's use or misuse of the Technology, or the Licensed Product or
      Documentation or any Intellectual Property Rights, or any dispute between
      the Licensee and any third party;
or

              


      

       

      
        	
                9.1.2  

              	
                any
      act or omission or default by the Licensee or its agents, employees and
      contractors pursuant to this
Agreement.

              


      

       

      
        
          	
                  9.2   

                	
                  
                    In addition to any other remedies available to
      the Licensor under this Agreement orotherwise, the Parties agree that any
      unauthorized use, alteration, modification, amendment, reproduction, publication,
      disclosure or transfer of the Technology, or the Licensed Product or Documentation or any
      Intellectual Property Rights, will entitle the Licensor
      to any and all available equitable remedies against the
      Licensee.

                  

                


        

      

       

      10.    INFRINGEMENT
ACTIONS

       

      
        	
                10.1  

              	
                If
      any claim is made or threatened against the Licensee by any third party
      that the exercise by the Licensee of any rights granted under this
      Agreement by the Licensor infringes any Intellectual Property Rights of
      any other person, the Licensee shall fully notify the Licensor as soon as
      it becomes aware of the claim or threatened
  claim.

              


      

       

      
        	
                10.2  

              	
                'THe
      Licensor shall be given full control of any proceedings or negotiations in
      connection with the claim and shall be exclusively entitled to appoint and
      instruct legal advisors and counsel in connection with any such
      proceedings or negotiations and to determine the forum for any such
      proceedings.

              


      

       

      
        	
                10.3  

              	
                The
      Licensee shall, at its own costs, give the Licensor all reasonable
      assistance for the purpose of any such proceedings or
      negotiations.

              


      

       

      
        	
                10.4  

              	
                The
      Licensee shall not pay or accept any such claim, or compromise any such
      proceedings without the consent of the
Licensor.

              


      

       

      
        	
                10.5  

              	
                The
      Licensor shall be entitled to require the Licensee to take such steps as
      the Licensor may reasonable require to mitigate or reduce any loss or
      damage.

              


      

       

      
        
          	
                  10.6

                	
                  The
      Licensee shall permit any action to be brought in its name if required by
      law.

                



          
            
               


            

            
              12

              
                

              

            

            
               


            

          

        

         

      

      
        	
                10.7

              	
                The
      Licensor shall have no liability to the Licensee in respect of any claim
      for infringement of any Intellectual Property Rights which is based on the
      use of or any other dealing in any of the Intellectual Property Rights
      otherwise than in accordance with this
  Agreement.

              


      

       

      11.    
TERM AND TERMINATION

       

      
        
          	
                  11.1

                	
                  This
      Agreement shall last for a period of sixteen (20) years from the Effective
      Date.

                


        

      

       

      
        	
                11.2  

              	
                [The
      Parties agree to review the commercial viability of the Licence granted
      under this Agreement at the end of two (2) years from the Effective Date
      and may (but shall not be obliged to) vary, by mutual agreement in
      writing, the terms and conditions herein. Unless varied as aforesaid, this
      Agreement and its terms and conditions shall continue to apply for the
      balance of the Term. ]

              


      

       

      
        
          	
                  11.3

                	
                  This
      Agreement may be terminated:

                


        

      

       

      
        	
                11.3.1  

              	
                without
      cause, by the Licensee giving not less than sixty (60) days written notice
      to the Licensor;

              


      

       

      
        	
                11.3.2  

              	
                forthwith
      by either party if the other commits any breach of any term of this
      Agreement and which (in the case of a breach capable of being remedied) is
      not remedied within fourteen (14) days of a written request to remedy the
      same. Save that a breach for non-payment or under-paymcnt of Royalty shall
      be remedied within seven (30) days.

              


      

       

      
        	
                11.3.3  

              	
                forthwith
      by either party if the other shall convene a meeting of its creditors or
      if a proposal shall be made for a scheme of arrangement or a proposal for
      any other composition scheme or arrangement with (or assignment for the
      benefit of) its creditors or if the other shall be unable to pay its debts
      as they fall due or if a receiver and/or manager or similar officer is
      appointed in respect of all or any part of the business or assets of the
      other party or if a petition is presented or a meeting is convened for the
      purpose of considering a resolution or other steps are taken for the
      winding up of the other party or for the placing of the other party under
      judicial management (otherwise than for the purpose of a solvent scheme of
      amalgamation or reconstruction).

              


      

       

      
        	
                11.4

              	
                Any termination of this Agreement howsoever
      occasioned shall be without prejudice to any
      other rights or remedies a party may be entitled to hereunder or at law
      and shall not affect
      any accrued rights or liabilities of either party nor the coming into or
      continuance in
      force of any provision hereof which is expressly or by implication
      intended to come into
      or continue in force on or after such
      termination.

              


      

      
         

        
          	
                  11.5  

                	
                  Upon
      termination of this Agreement by the Licensor (howsoever
      occasioned):

                


        

      

       

      
        	
                11.5.1  

              	
                the
      Licensee's rights to use the Technology, Licensed Product and
      Documentation and all other rights as set forth in this Agreement shall
      cease with immediate effect; and

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      
        	
                11.5.2  

              	
                the
      Licensee shall within fourteen (14) days deliver up, at its own cost and
      expense, to the Licensor all and any copies of the Technology, the
      Licensed Product and Documentation, and procure the erasure or
      obliteration of all storage devices or media used to store, contain, carry
      or record the same, and shall certify in writing to the Licensor that no
      copies thereof have been retained;
and

              


      

       

      
        	
                11.5.3  

              	
                the
      Licensee shall not use, have used, make, have made, sell, have sold and
      lease, sell or otherwise apply any technology (including software, whether
      as source codes or otherwise) which are similar to the Technology except
      through a licence of the Technology to be granted by the Licensor on terms
      and conditions to be agreed in writing between the Licensor and the
      Licensee.

              


      

       

      
        
          	
                  11.6 

                	
                  
                    Upon
      expiration of this agreement, the Licensor's rights to the Technology,
      Licensed Product and Documentation shall revert to the Licensee, (provided
      the minimum annual royalties have been paid) and no further royalties
      shall be payable.

                  

                


        

      

       

      
        	
                11.7

              	
                In
      addition to such provisions which survive the expiration or termination of
      this Agreement by operation of law, the provisions of Clauses 3.6, 3.7,
      5.7, 5.9, 5.10, 6, 7, 8, 9, 10, 11 and 12 shall continue in force in
      accordance with their terms, notwithstanding the expiration or termination
      of this Agreement for any reason.

              


      

       

      12.    
GENERAL PROVISIONS

       

      
         

        
          	
                  12.1 

                	
                  
                    The
      relationship between the Licensor and Licensee is that of independent
      contractors. The Licensor and Licensee are not joint venturers, partners,
      principal and agent, master and servant, employer or employee, and have no
      other relationship other than independent contracting parties. The
      Licensor and Licensee shall have no power to bind or obligate each other
      in any manner, other than as is expressly set forth in this
      Agreement.

                  

                


        

        
           

          
            	
                    12.2

                  	
                    
                      Neither
      this Agreement nor any rights granted hereunder may be assigned or
      transferred by Licensee without the prior written consent of the
      Licensor.

                    

                  


          

          
             

            
              	
                      12.3

                    	
                      
                        This
      Agreement sets forth the entire agreement and understanding between the
      parties as to the subject matter hereof. There shall be no amendments or
      modifications to this Agreement, except by a written document which is
      signed by both parties.

                      

                    


            

             

            
              
                	
                        12.4

                      	
                        
                          The
      headings for each article and section in this Agreement have been inserted
      for 12.1 convenience
      of reference only and are not intended to limit or expand on the meaning
      of (the language contained in the particular article or
      section.

                        

                      


              

            

             

            
              
                
                

              

              
                14

                
                  

                

              

              
                
                

              

            

          

        

      

      
        	
                12.5  

              	
                Should
      anyone or more of the provisions of this Agreement be held invalid or
      unenforceable by a court of competent jurisdiction, it shall be considered
      severed from this Agreement and shall not serve to invalidate the
      remaining provisions thereof. The parties shall make a good faith effort
      to replace any invalid or unenforceable provision with a valid and
      enforceable one such that the objectives contemplated by them when
      entering this Agreement may be
realized.

              


      

       

      
        
          	
                  12.6

                	
                  
                    This
      Agreement shall be construed and enforced in accordance with the laws of
      Nevada.

                  

                


        

      

       

      
        	
                12.7  

              	
                Any and all disputes arising out of or in
      connection with this Agreement including any question regarding its
      existence, validity or termination, shall be referred to arbitration in
      Nevada in accordance with the Rules for the time being in force which
      rules are deemed to be incorporated by reference into this clause. The
      tribunal shall consist of one (1) arbitrator to be appointed pursuant to
      the arbitration Rules. The arbitrator's decision shall be final and
      binding upon the parties and shall provide the sole and exclusive remedies
      of the parties. All judgement upon the award so rendered may be
      entered in any court having jurisdiction or application may be made to
      such court for a judicial acceptance of the award or orders of
      enforcement. The commencement of any arbitration proceedings under this
      Clause shall in no way affect the continual performance of the obligations
      related to the subject matter of such proceedings. All arbitration
      proceedings shall be in the English
  Language.

              


      

       

      
        	
                12.8  

              	
                Any
      delay in enforcing a party's rights under this Agreement or any waiver as
      to a particular default or other matter shall not constitute a waiver of
      such party's rights to the future enforcement of its rights under this
      Agreement, excepting only as to an express written and signed waiver as to
      a particular matter for a particular period of
  time.

              


      

       

      
        	
                12.9  

              	
                Any
      notices required by this Agreement shall be in writing, shall specifically
      refer to this Agreement and shall be sent by registered or certified
      airmail, postage prepaid, or by telefax, telex or cable, charges prepaid
      or by overnight courier, postage prepaid and shall be forwarded to the
      respective addresses set forth below unless subsequently changed by
      written notice to the other party:

                 

                For
      the Licensor:       David
      Bychkov

                                                     7432
      Emerald Drive 

                                                     Manassas,
      Virginia

                 

                 

                For
      the Licensee:      BT2 International,
      Inc.

                                                    Suite
      2067, 1117 Desert Lane, 

                                                    Las
      Vegas NV 89102-0000

                 

                Notice shall be deemed delivered upon the earlier of (i) when
      received, (ii) three (3) days after deposit into the mail, or (iii) the
      date notice is sent via telefax, telex or cable, (iv) the day immediately
      following delivery to overnight courier (except Sunday and
      holidays).

              


      

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      
        	
                12.10  

              	
                Save
      as provided in Clause 12.11 below, a person who is not a party to this
      Agreement has no right under the Contracts (Rights of Third Parties) Act
      2001 to enforce any terms and conditions of this
  Agreement.

              


      

       

      
        	
                12.11  

              	
                If,
      at any time after the date of this Agreement the functions and operations
      of the Licensor are assigned, merged, transferred into or otherwise forms
      part of another organization (the "New Entity"), such that the New Entity
      takes over the whole or substantially the whole of the Licensor's
      operations, then it is agreed that this Agreement may, at the option of
      the Licensor, be novated to the New Entity which will than assume all of
      the Licensor's rights and obligations hereunder. It is further agreed that
      the Licensor may assign all or any part of its rights hereunder to the New
      Entity or to any Licensor's Affiliate at nominal
      consideration.

              


      

      


      IN
WITNESS WHEREOF this Agreement has been executed as of the day and year set out
below.

       

      For
and on behalf of: 

       

      BT2
International, Inc.

      
        
          	 	 	 
	Signature:	/s/Joseph Batty	 
	Name:	Joseph
      Batty	 
	Designation:	Chief
      Executive Officer	 
	Date:	 	 


        

      

       

      In
the presence of:

       

      Signature:________________________

       

      Name:____________________________

       

      Date:_____________________________

      


      


      
        
          
             


          

          
            16

            
              

            

          

          
             


          

        

      

       

      For and on behalf
of:

       

      David
Bychkov_________________________

       

      
        
          	 	 	 
	Signature:	/s/David Bychkov	 
	Name:	David
      Bychkov	 
	Designation:	Owner,
      Exmocare LLC	 
	Date:	June
      8, 2008	 


        

         

         

      

      
        	In presence of:
    	/s/Nadia Madjid	 
	Name:	Nadia
      Madjid	 
	Date:	June
      8, 2008	 


      

    

     

    
      


      
        
           


        

        
          17

          
            

          

        

         

      


      SCHEDULE 1


       

      Description
of Technology

      


      All
products that are fabricated and manufactured using the designs from the
following patents pending as described below:

       

      Bluetooth-transmitting
biosensor wristwatch to simultaneously detect and continuously monitor heart
rate, heart rate variability, skin conductance, skin temperature, relative
moment and other vital signs.

       

      Biosensor
enhanced steering wheel to simultaneously detect and continuously monitor
electrocardiogram, galvanic skin response, skin temperature and relative
movement.

       

      Biosensor
enhanced turnstile to detect galvanic skin response, skin temperature and
torque.

       

      Biosensor
enhanced PC mouse to detect heart rate, galvanic skin response, skin temperature
and relative movement.

       

      System
to detect human emotions from the above mentioned wristwatch, above mentioned
steering wheel, above mentioned turnstile and above mentioned
mouse.

       

      System
to process physiological, emotional and hardware-related alerts through the
internet, cellular networks and other media from the above mentioned
products.

       


      
        
           


        

        
          18

          
            

          

        

         

      

      SCHEDULE 2


      Royalty Obligations arc in
accordance with the following Royalty Policy:

       

      BT2
INTERNATIONAL, INC.

       

      DIRECTORS'
RESOLUTION 

       

      Business
Model/Royalty Policy

      


      Business Model

      


      BT2
International, Inc. has developed the BT2 watch (hereinafter know as BT2) that
is intended for mass production and sale to mature adults who need assistance
with their daily living and could benefit from the BT2 ability to monitor their
vital signs on a regular basis.

       

      The
Company intends to market the BT2 similar to a cellular phone. The BT2 unit will
be provided to a customer at a "nominal" price, plus a monthly fee to monitor
the results from the unit. Current planning provides for the BT2 to be sold at
approximately $100 per unit and the monthly monitoring fee to be approximately
$30 per month.

       

      The
BT2 will be sold by a network of distributors around the world and will be
monitored by security companies, phone companies, etc. The vital sign results
from the BT2 will be assessed by the computers that receive the signals and the
monitor/computer will determine what type of corrective action may be needed on
a patient by patient basis.

      


      Royalty
Policy

      


      BT2
International, Inc. will split its revenue into 2 categories:

       

      1. BT2
unit sales

      2. Monthly
monitoring revenue

       

      Since
the units are sold at a "nominal" price, there will be little or no profit
derived from these sales. It is the monthly monitoring revenues that will
produce a healthy revenue stream and significant profits. The margins on this
revenue stream will be substantial.

       

      The
$30 per month revenue stream will be divided amongst the distributor, the
monitoring company and BT2 International, Inc. Our current expectations are that
BT2 International, Inc. will receive between $10 and $20 per month for each of these units
sold. Final determination of how this monthly fee will be
allocated will depend on the country and the company that is engaged to monitor
the units.


      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      BT2
International, Inc. intends to place 30% of its revenue (between $10 and S20 per
month for each of these units) from this monthly monitoring fee into a royalty
pool.

      


      Payments
will be made from this royalty pool to the following 3 parties:


       

      1.
Royalty Unit Holders

       

      a.  Royalty
Unit Holders are those people/corporations who have purchased a unit as
an
investment in BT2 International, Inc. 

       

      b.
The Royalty Units will be considered "Non-mature"
until they have been repaid for
2 times the amount of the purchase price 

       

      c. The
Royalty Units will be considered "Mature"
once they have been repaid for 2 times
the amount of the purchase price 

       

      d.
Once the Royalty Units have been repaid for 2 times the amount of the purchase
price
and have "Matured" the formula for determining the amount of the royalty
due
to these Units will change.

       

      2. Exmocare
LLC, et al

       

      a. Exmocare
LLC and David Bychkov are the inventors of BT2

      
         

        b. As part of the
creation of BT2 International, the inventors are due to be paid a  royalty.

      

       

      3.      Shareholders
of BT2 International, Inc.

       

      The
formula for determining the amounts of these payments are as
follows:

       

      •      During the
period that the Royalty Units have not
matured:

       

      
        	
                1.  

              	
                60%
      of the amount placed into the royalty pool shall be paid to the Royalty
      Unit holders

              


      

       

      
        
          	
                  2.  

                	
                  15%
      of the amount placed into the royalty pool shall be paid to Exmocare LLC,
      et al

                


        

      

       

      
        	
                3.  

              	
                25%
      of the amount placed into the royalty pool shall be paid to the
      shareholders of BT2 International,
Inc.

              


      

       

      •      After the
Royalty Units have matured:

       

      
        	
                1.  

              	
                10%
      of the amount placed into the royalty pool shall be paid to the Royalty
      Unit holders

              


      

       

      
        
          	
                  2.  

                	
                  25%
      of the amount placed into the royalty pool shall be paid to Exmocare LLC,
      et al

                


        

      

       

      
        	
                3.  

              	
                65%
      of the amount placed into the royalty pool shall be paid to the
      shareholders of BT2 International,
Inc.

              


      

       

      The
amount of royalties to be placed into the royalty pool shall be calculated
quarterly and shall be paid within 15 days after the end of each
quarter.


      
        
           


        

        
          20

          
            

          

        

         

      
SCHEDULE
3


      


       

      Milestones
and Grant of Equity

      


      The
parlies agree that there will be certain milestones to be achieved during the
development of the final product and the marketing of this BT2 product. As each
of these milestones is achieved, the Licensee shall grant the Licensor common
shares in BT2 International, Inc. as follows:

       

      
        	
                •  

              	
                Raising
      the first $100,000 of equity/royalty units in BT2 International, Inc. -
      grant of 500,000 common shares

              


      

       

      
        	
                •  

              	
                Raising
      the next $500,000 of equity/royalty units in BT2 International, Inc. -
      grant of 500,000 common shares

              


      

       

      
        
          	
                  •  

                	
                  Raising the next $1,000,000 of equity/royalty
      units in BT2 International, Inc. - grant
      of 500,000 common
shares

                


        

      

       

      
        	
                •  

              	
                Raising
      the more than $5,000,000 of equity/royalty units in BT2 International,
      Inc. - grant of 2,500,000 common
shares

              


      

       

      
        	
                •  

              	
                Meeting
      the $200,000 revenue mark from evaluation kit sales to prospective
      distributors - grant of 500,000 common
shares

              


      

       

      
        	
                •  

              	
                Meeting
      the $1,000,000 revenue mark from evaluation kit sales and/or BT2 watch
      sales to prospective distributors - grant of 1,000,000 common
      shares

              


      

       

      
        	
                •  

              	
                BT2
      International, Inc. going public or merging with a public company - grant
      of 5,000,000 common shares

              


      

      
         

        
          	
                  •  

                	
                  Transfer
      of title of ownership as per Clause 2.3 - grant of 500,000
      common shares

                


        



      
        
          
          

        

        
          21