Worldstar Energy Inc. - Exhibit 10.5 - Filed by newsfilecorp.com






LICENSE AGREEMENT 

          THIS
LICENSE AGREEMENT is restated the 11th day of October, 2011, but deemed
effective as of the 29th day of June, 2011 (the “Effective Date”).


BETWEEN: 


  
    
      
        
          FIRE BLOCK TECHNOLOGIES INC., 

            a body corporate,
            incorporated under the laws of Barbados, 

          (hereinafter referred to as “Fire Block”
            and/or the “Licensor”) 

          - and - 

          WORLDSTAR ENERGY INC., 

            a body corporate,
            incorporated under the laws of State of Nevada, USA, 

          (hereinafter referred to as “WorldStar”
            or and/or the “Licensee”) 

        

      

    

  



WITH REFERENCE TO THE FOLLOWING FACTS: 

	 	A. 	
      Fire Block is engaged in the business of producing,
      manufacturing and distributing fire retardant products and supplying fire
      retardant chemicals;

	 	 	 
	 	B. 	
      Fire Block controls the intellectual property rights to
      promote and further license certain patent pending methods and processes
      (the Zeroignition New Materials Technology, as more particularly
      defined in Section 2.02(o)) for producing and manufacturing wood-based
      products having zero ignition fire resistant characteristics
      (ZeroignitionTM Products or ZiTM Products, as more particularly
      defined in Section 2.02(ee));

	 	 	 
	 	C. 	
      Fire Block controls the intellectual property rights to
      promote, market, sell and distribute the proprietary fire retardant
      chemicals that are the core component of the Zeroignition New Materials
      Technologies (Zeroignition Solution, as more particularly defined
      in Section 2.02(n));

	 	 	 
	 	D. 	
      Fire Block controls the intellectual property rights to
      promote and further license certain methods of processing palm tree empty
      fruit basket waste material (EFB Waste Material, as more
      particularly defined in Section 2.02(h)) into pulp fibre (EFB Pulp,
      as more particularly defined in Section 2.02(i)) suitable for
      manufacturing and producing engineered wood products (Zeroignition EFB
      Processing Technology, as more particularly defined in Section
      2.02(l));

	 	 	 
	 	E. 	
      WorldStar is interested in obtaining an exclusive license
      in the Territory, (as defined in Section 2.02 (cc)), to manufacture
      EFB Pulp using the Zeroignition EFB Processing Technology;

	 	 	 
	 	F. 	
      WorldStar is interested in obtaining an exclusive license
      in the Territory to manufacture, produce, promote, sell and distribute
      Zeroignition Products made from EFB Waste Material treated with
      Zeroignition Solution, using the Zeroignition New Materials
    Technology;



1 





	 	G. 	
      Fire Block desires to grant an exclusive license to
      WorldStar for the promotion, production, manufacture and distribution of
      Zeroignition Products manufactured utilizing EFB Waste Material and an
      exclusive license to manufacture EFB Pulp using the Zeroignition EFB
      Processing Technology, all on the terms and conditions set forth
      herein;



     NOW, THEREFORE, in
consideration of the mutual undertakings and covenants hereinafter contained, it
is agreed between the parties hereto as follows: 

ARTICLE 1 

  RECITALS 

1.01    The parties to this Agreement
acknowledge and agree that the recitals set out above are true and correct in
all material aspects. 

1.02    The recitals set out above are hereby
incorporated into this Agreement by reference. 

ARTICLE 2 

  DEFINITIONS 

2.01    Unless otherwise indicated to the
contrary in this Agreement by the context or use thereof: (a) the words,
“herein,” “hereto,” “hereof” and words of similar import refer to this Agreement
as a whole and not to any particular Article or Section; (b) words importing the
masculine gender shall also include the feminine and neutral genders, and vice
versa; and (c) words importing the singular shall also include the plural, and
vice versa. 

2.02    In this Agreement the following words
and phrases shall have the following meanings, unless the context otherwise
requires: 

	 	(a) 	
      “Acknowledgment” shall have the meaning set forth
      in Section 4.04;

	 	 	 
	 	(b) 	
      “Agreement” means this License Agreement,
      including all schedules attached hereto, which are hereby incorporated
      herein by reference;

	 	 	 
	 	(c) 	
      “Applicable Laws” means any and all applicable
      federal, provincial, municipal or local laws, statutes, regulations,
      ordinances, rules, guidelines, policies, orders and directions or other
      requirements of any Governmental Authority in the Territory;

	 	 	 
	 	(d) 	
      “BLMH Technologies” means BLMH Technologies Inc.,
      a corporation established under the laws of Canada;

	 	 	 
	 	(e) 	
      “Claims” shall have the meaning set forth in
      Article 14;

	 	 	 
	 	(f) 	
      “Confidential Information” shall have the meaning
      set forth in Section 11.01;

	 	 	 
	 	
      (g) 
	
      “Control,” “Controls” or
      “Controlling” means, with respect to any Confidential Information
      or Intellectual Property Rights, the possession of the right, whether
      directly or indirectly and whether by ownership, license or otherwise, to
      assign or to grant a license, sublicense or other right to or under such
      Confidential Information or Intellectual Property Right without violating
      the terms of any agreement or arrangement with any Person.

	 	 	 
	 	(h) 	
      “Dispute” shall have the meaning set forth in
      Section 19.08;



2 





	 	(i) 	
      “EFB Waste Material” means empty fruit baskets and
      all other palm tree waste generated from the cultivation, harvesting and
      reforestation of palm oil trees in Indonesia and elsewhere in the
      Territory;

	 	 	 
	 	(j) 	
      “EFB Pulp” mean EFB Waste Material that has been
      processed into pulp fibre for use as a raw material for the manufacture
      and production of engineered wood products;

	 	 	 
	 	(k) 	
      “EFB Zi-Pulp” and “EFB Zi-Chips” mean EFB
      Waste Material or EFB Pulp that has been treated with Zeroignition
      Solution, whether or not using the Zeroignition New Materials Technology,
      to produce a component raw material for the manufacture and production of
      Zeroignition Products;

	 	 	 
	 	(l) 	
      “Effective Date” means that date first set forth
      above;

	 	 	 
	 	(m) 	
      “Firm Commitment” shall have the meaning set forth
      in Section 4.03;

	 	 	 
	 	(n) 	
      “Governmental Authority” means any governmental
      department, commission, board, bureau, agency, court or other
      instrumentality of any international organization of sovereign states,
      country, state, province, territory, commonwealth, municipality or other
      political subdivision thereof including, without limitation, any court,
      arbitration organization, tribunal or board;

	 	 	 
	 	(o) 	
      “Improvements” means any additions, modifications,
      improvements or enhancements, whether or not patentable, based upon or
      incorporating the Zeroignition Solution, Zeroignition New Materials
      Technology, Zeroignition EFB Processing Technology and/or Technical
      Know-how;

	 	 	 
		
      (p) 
	
      “Intellectual Property Rights” means the
      intangible legal rights or interests Controlled by Licensor and evidenced
      by or embodied in any idea, design, know- how (including, without
      limitation, Technical Know-how), concept, process, method, technique,
      invention, discovery or improvement (including, without limitation,
      Improvements), expressly including any and all copyrights, trademarks
      (including, without limitation, Trademarks), service marks, patents, trade
      secrets and other intellectual property rights, and any and all
      applications for any of the foregoing, anywhere in the world;

	 	 	 
	 	(q) 	
      “License” means, collectively, the licenses and
      sublicenses granted pursuant to this Agreement;

	 	 	 
	 	(r) 	
      “Minimum Requirement” shall have the meaning set
      forth in Section 4.02;

	 	 	 
	 	(s) 	
      “Purchase Order” shall have the meaning set forth
      in Section 4.04;

	 	 	 
	 	(t) 	
      “Person” means any natural person, corporation,
      entity, firm, partnership, joint venture, joint stock company,
      incorporated or unincorporated association, trust, government or
      government agency, whether acting in an individual, fiduciary or other
      capacity;

	 	 	 
	 	(u) 	
      “Rolling Forecast” shall have the meaning set
      forth in Section 4.03;

	 	 	 
	 	(v) 	
      “Royalty” shall have the meaning set forth in
      Section 5.03;



3 





		
      (w) 
	
      “Sublicensee” means any Person approved by
      Licensor in accordance with Section 5.02 that has been granted a
      sublicense by the Licensee for purposes of (i) making Zi Products in the
      Territory from EFB Zi-Pulp and/or EFB Zi-Chips and (ii) offering for sale
      and selling such Zi Products;

	 	 	 
	 	(x) 	
      “Technical Know-how” means all engineering,
      design, process and operating information; inventions; developments;
      secret processes; formulae; trade secrets; technical data and other
      scientific and technical information, which is Controlled by the Licensor
      and which relates in any way to the Zeroignition Solution, Zeroignition
      EFB Processing Technology, and/or Zeroignition New Materials
      Technology;

	 	 	 
	 	(y) 	
      “Term” shall have the meaning set forth in Section
      9.01;

	 	 	 
	 	(z) 	
      “Territory” means the countries in South East Asia
      more particularly described and set out in Schedule “A” attached to this
      Agreement;

	 	 	 
	 	(aa) 	
      “Trademarks” mean the “ZEROIGNITION”,
      “ZEROIGNITION” and “ZI” trademarks and all applications for such
      trademarks and any other trademarks filed or which in the future may be
      permitted by Licensor for use in connection with Zeroignition Products or
      the Zeroignition New Materials Technology, including, all designs and
      logos;

	 	 	 
	 	(bb) 	
      “Zeroignition EFB Processing Technology” means the
      method of converting and producing EFB Pulp from EFB Waste Material
      suitable for use in the manufacture and production of engineered wood
      products;

	 	 	 
	 	(cc) 	
      “Zi Product Manufacturer” any Person (other than
      the Licensee) that has been granted a license by the Licensor to
      manufacture or have manufactured Zi-Products in the Territory;

	 	 	 
	 	(dd) 	
      “Zeroignition New Materials Technology” means the
      methods, processes and Intellectual Property Rights thereon that comprise
      the technology owned by BLMH Technologies and Controlled by Licensor for
      producing or manufacturing new fire retardant wood by incorporating
      Zeroignition Solution into such products;

	 	 	 
	 	(ee) 	
      “Zeroignition Products” and “Zi-Products”
      means all wood-based products of every kind and composition that are
      manufactured or produced using the Zeroignition New Materials Technology,
      the terms Zeroignition Products and Zi - Products being interchangeable in
      meaning;

	 	 	 
	 	(ff) 	
      “Zeroignition Solution” means all fire retardant
      treatment chemicals and solutions marketed, sold and distributed by the
      Licensor.



ARTICLE 3 

  LICENSOR COVENANTS 

3.01    Grant of License. Subject to the
terms and conditions set forth in this Agreement, the Licensor hereby grants to
the Licensee: 

	 	(a) 	
      a limited, exclusive, non-assignable, royalty-bearing
      license under the Intellectual Property Rights for the duration of the
      Term, without the right to grant any sublicense to any Person, for the
      sole purposes of: (i) using, making and having made EFB Pulp in the
      Territory using the Zeroignition EFB Processing



4 





	 		
      Technology; and (ii) offering for sale and selling such
      EFB Pulp anywhere in the world to customers of Licensee that are approved
      in writing by Licensor (all subject to BLMH Technologies’ and the
      Licensor’s reserved rights to continue to use, make, have made, research
      and develop Zeroignition EFB Processing Technology).

	 	 	 
	 	(b) 	
      a limited, exclusive, non-assignable, royalty-free
      license under the Intellectual Property Rights for the duration of the
      Term, without the right to grant any sublicense to any Person, solely to
      manufacture and have manufactured EFB Zi- Pulp and EFB Zi-Chips in the
      Territory for the purposes of selling and distributing such EFB Zi-Pulp
      and EFB Zi-Chips in the Territory solely to Sublicensees and/or Zi Product
      Manufacturers (subject to BLMH Technologies’ and the Licensor’s reserved
      rights to continue to use, make, have made, research and develop
      Zeroignition Solution, the Zeroignition New Materials Technology and Zi-
      Products);

	 	 	 
	 	(c) 	
      a limited, non-exclusive, non-assignable, royalty-free
      license under the Intellectual Property Rights for the duration of the
      Term, without the right to grant any sublicense to any Person, for the
      sole purposes of using, manufacturing and having manufactured Zeroignition
      Products in the Territory, which Zeroignition Products are made from EFB
      Waste Material or EFB Pulp;

	 	 	 
	 	(d) 	
      a limited, non-exclusive, non-assignable (except as
      permitted herein), royalty- free license under the Intellectual Property
      Rights for the duration of the Term, with the right to grant a sublicense
      to one or more Sublicensees in accordance with the terms and conditions of
      this Agreement, for the sole purposes of manufacturing and having
      manufactured Zeroignition Products in the Territory, which Zeroignition
      Products are made from EFB Zi-Pulp and/or EFB Zi-Chips;

	 	 	 
	 	(e) 	
      a limited, non-exclusive, non-assignable (except as
      permitted herein), royalty- bearing license under the Intellectual
      Property Rights for the duration of the Term, without the right to grant
      any sublicense to any Person, for the sole purposes of promoting,
      distributing, and selling Zeroignition Products anywhere in the world
      (except Canada) in the ordinary course of the Licensee’s business, which
      Zeroignition Products have been made from EFB Waste Material or EFB
      Pulp;

	 	 	 
	 	(f) 	
      a limited, non-exclusive, non-assignable (except as
      permitted herein), royalty- bearing license under the Intellectual
      Property Rights for the duration of the Term, with the right to grant a
      sublicense to one or more Sublicensees in accordance with the terms and
      conditions of this Agreement, for the sole purposes of promoting,
      distributing and selling Zeroignition Products anywhere in the world
      (except Canada), which Zeroignition Products have been made from EFB
      Zi-Pulp and/or EFB Zi-Chips; and

	 	 	 
	 	(g) 	
      a limited, non-exclusive, non-assignable, royalty-free
      license for the duration of the Term, with the right to grant a sublicense
      to one or more Sublicensees in accordance with the terms and conditions of
      this Agreement, (i) to apply the Trademarks to the labels and packaging of
      Zi-Products; (ii) to apply the Trademarks to advertising, marketing and
      promotional materials used in connection with the sale of Zi-Products; and
      (iii) to advertise, distribute and sell Zi-Products bearing the
      Trademarks, in all cases subject to the terms of this
  Agreement.



5 




3.02    Acknowledgment of BLMH
Technologies’ Rights. The Licensee acknowledges and agrees that
certain Intellectual Property Rights included in the License are owned by BLMH
Technologies and that the Licensor grants to the Licensee a sublicense to such
Intellectual Property Rights pursuant to the terms and conditions of this
Agreement, notwithstanding the provisions of Sections 3.01(a) through 3.01(g),
inclusive. 

3.03    Future Developments. The Licensor
  agrees to extend this Agreement, including the License, to include any and all
  future Improvements Controlled by Licensor.

3.04    Necessary Disclosures. Upon
request by the Licensee within the first six (6) months following the Effective
Date, the Licensor agrees to disclose to the Licensee all manufacturing
processes, techniques, and Technical Know-how properly necessary to exploit the
License, and to make no charge therefore, except travel costs for traveling to
the plant of the Licensee; provided, however, that nothing herein shall be
construed as requiring the Licensor to disclose the chemical formulation of
Zeroignition Solution. 

3.05    Zi Product Manufacturers. Any and
all Zi Product Manufacturers existing as of the Effective Date shall be
identified in writing by the Licensor and provided to the Licensee within ten
(10) days of the Effective Date. The Licensor shall notify the Licensee of any
additional Zi Product Manufacturers within ten (10) days of the execution of the
Licensor’s license agreement with such Zi Product Manufacturer. 

ARTICLE 4 

  SUPPLY OF ZEROIGNITION SOLUTION 

4.01    Supply. The Licensee shall
purchase from the Licensor such quantities of Zeroignition Solution as the
Licensee and its Sublicensees require to manufacture and produce Zi-Products for
sale, all in accordance with the terms of this Agreement. The Licensee shall not
supply, transfer, provide or otherwise allow access to the Zeroignition Solution
to any Person, including, without limitation, any Sublicensee, except to its
employees having a need to access the Zeroignition Solution in order for the
Licensee to exercise its rights and perform its obligations in accordance with
the terms and conditions of this Agreement. The Licensor agrees to sell and
supply to the Licensee such quantities of Zeroignition Solution as are ordered
by the Licensee pursuant to and in accordance with the terms and conditions of
this Agreement. The Licensor shall ensure that all Zeroignition Solution
complies with all Applicable Laws affecting the manufacture and distribution of
such fire retardant chemicals and solutions.

4.02    Minimum Requirement. The Licensee
shall, at a minimum during each and every year during the Term of this
Agreement, purchase Zeroignition Solution in accordance with the minimum
requirements set out in Schedule "B" to this Agreement (the “Minimum
Requirement”). If the Licensee fails to purchase such Minimum Requirement
during any year during the Term, within thirty (30) days after the end of such
year, the Licensee shall pay to the Licensor the difference between (a) the
total amount that the Licensee would have paid to the Licensor if the Minimum
Requirement had been fulfilled and (b) the sum of all purchases from the
Licensor for the Zeroignition Solution during such year. 

4.03    Forecast. Upon execution of this
Agreement and updated monthly, the Licensee shall furnish to the Licensor a
written twelve (12) month rolling forecast of the quantities of Zeroignition
Solution that the Licensee intends to order from the Licensor during such period
(“Rolling Forecast”). The first four (4) months of such Rolling Forecast
shall constitute a binding order for the quantities of Zeroignition Solution
specified therein (“Firm Commitment”) and the following eight (8) months
of the Rolling Forecast shall be non-binding, good faith estimates.

6 




4.04    Purchase Orders. The Licensee
shall submit to the Licensor a purchase order for the quantity of Zeroignition
Solution in the Firm Commitment, which specifies the requested delivery date(s)
and the shipping destination for such Zeroignition Solution (“Purchase
Order”). The Licensee shall submit each Purchase Order to the Licensor at
least forty-five (45) days in advance of the earliest delivery date requested in
such Purchase Order. For the purpose of clarity, the delivery date requested by
the Licensee in each such Purchase Order shall not be binding upon the Licensor.
Upon receipt of a Purchase Order, the Licensor shall promptly issue an order
acknowledgment (“Acknowledgment”), including the expected delivery date.
In the event of a conflict between the terms of any Purchase Order and this
Agreement, this Agreement shall control. For the purpose of clarity, this
Agreement shall supersede all standard terms and conditions of sale, supply or
purchase commonly used by either party. Notwithstanding any amounts due to the
Licensor under Section 4.02, if the Licensee fails to place Purchase Orders
sufficient to satisfy the Firm Commitment, the Licensee shall, within thirty
(30) days of receipt of an invoice from the Licensor, pay to the Licensor the
amount for the total quantity of Zeroignition Solution that would have been
manufactured if the Licensee had placed Purchase Orders sufficient to satisfy
the Firm Commitment. 

4.05    Purchase Price. The Licensor
agrees to sell to the Licensee Zeroignition Solution in accordance with the
price list set forth in Schedule "B" to this Agreement. Prices do not include
applicable sales or use taxes and shipping costs (freight and insurance). All
shipping costs, taxes, duties and other amounts assessed on the Zeroignition
Solution prior to or upon sale to the Licensee are the responsibility of the
Licensee, and the Licensee shall reimburse the Licensor for any such shipping
costs, taxes, duties or other expenses paid by the Licensor. 

4.06    Payment and Delivery. The
Licensor shall invoice the Licensee for the quantity of Zeroignition Solution
specified in a Purchase Order within five (5) business days of the Licensor’s
receipt of such Purchase Order. The Licensee shall promptly pay each such
invoice, and the Licensor shall have no obligation to manufacture or ship such
quantity of Zeroignition Solution until the Licensee has paid such invoice. The
Licensor shall use commercially reasonable efforts to ship the quantity of
Zeroignition Solution specified in each Purchase Order to the Licensee at the
destination set out in such Purchase Order within thirty (30) days of the
Licensee’s payment of the applicable invoice. The Licensor shall tender the
Zeroignition Solution for delivery, Ex Works (Incoterms 2000) the Licensor’s
storage facility. The Licensee shall be responsible for all costs and risk of
loss associated with shipment of the Zeroignition Solution. 

4.07    Licensee’s Modification or
Cancellation. The Licensee may modify the delivery date(s), delivery
destination or quantity of Zeroignition Solution specified in a Purchase Order
only by submitting a written change order to the Licensor at least thirty (30)
business days in advance of the applicable delivery date specified in such
Purchase Order. Such change order shall be effective and binding against the
Licensor only upon the written approval of the Licensor, and notwithstanding the
foregoing, the Licensee shall remain responsible for the Firm Commitment portion
of the Rolling Forecast. 

4.08    Unplanned Delay. The Licensor
shall use commercially reasonable efforts to meet the Purchase Orders, subject
to the terms and conditions of this Agreement. The Licensor shall provide the
Licensee with as much advance notice as possible (and will use its best efforts
to provide at least fifteen (15) days’ advance notice where possible) if the
Licensor determines that any delivery of Zeroignition Solution will be delayed
or eliminated for any reason. 

7 




ARTICLE 5 

  LICENSEE COVENANTS 

5.01    Acquisition Fee. The Licensee
accepts the License granted by the Licensor and agrees to pay to the Licensor
for the License an acquisition fee of One Hundred and Fifty Thousand Canadian
Dollars ($150,000 CAD), such fee to be paid and satisfied by the Licensee
issuing to the Licensor Ten Million (10,000,000) fully paid and non-assessable
common shares (the "Common Shares") in the capital stock of the Licensee
immediately following compliance by the Licensee with all regulatory approvals
required to effect the issuance of the Common Shares to the Licensor. Licensor
acknowledges and agrees that the Common Shares have not been and will not be
registered under the United States Securities Act of 1933, as amended, and will
be subject to restrictions on sale, transfer, other disposition and
hypothecation as more particularly described in that certain Investment
Agreement between the Licensor and the Licensee dated as of even date
herewith.

5.02    Sublicenses. The Licensee shall
propose in writing to the Licensor any and all intended Sublicensees. The
Licensor may, in its sole discretion, consent or withhold its consent to any
such proposed Sublicensee upon written notice to the Licensee. The Licensor’s
failure to provide notice of consent to the Licensee within forty-five (45) days
following the Licensor’s receipt of such proposal shall be deemed a refusal of
such consent by the Licensor. Any and all sublicenses of the License pursuant to
Sections 3.01(c), 3.01(e) and 3.01(f) granted to a Sublicensee approved by the
Licensor in accordance with this Section shall be subject to the following
provisions: 

	 	(a) 	
      Each sublicense agreement between the Licensee and any
      Sublicensee shall be in writing;

	 	 	 
	 	(b) 	
      Each such sublicense agreement shall include, at a
      minimum, provisions substantially similar to the provisions of Articles 6,
      7, 8, 11, 12 and 15, and Sections 5.03, 5.07, 5.12, 5.13, 10.03, and 10.04
      of this Agreement;

	 	 	 
	 	(c) 	
      Each such sublicense agreement shall also include
      provisions (i) prohibiting the Sublicensee from granting any further
      sublicense of the License to any Person and (ii) expressly identifying the
      Licensor as a third-party beneficiary of such sublicense
  agreement;

	 	 	 
	 	(d) 	
      Subject to Section 10.03, the expiration or earlier
      termination of this Agreement shall immediately terminate any and all such
      sublicense agreements; and

	 	 	 
	 	(e) 	
      The Licensee shall be fully liable to the Licensor for
      the full and timely performance of each Sublicensee in accordance with the
      terms and conditions of this Agreement and the sublicense agreement
      therewith. Any breach of the terms and conditions of this Agreement by the
      Licensee’s Sublicensees shall constitute a material breach of this
      Agreement by the Licensee.



5.03    Royalty. The Licensee shall pay
  to the Licensor, in consideration for the License, a continuing royalty (the
  “Royalty”) in an amount equal to: (a) one percent (1%) of the
  Licensee’s and its Sublicensee’s net invoice price from sales of Zeroignition
  Products reduced by the amount of any returns for which credit is allowed on
  the records of the Licensee or any of its Sublicensees; and (b) three percent
  (3%) of the Licensee’s net invoice price sales of EFB Pulp reduced by the
  amount of any returns for which credit is allowed on the records of the Licensee.
  The net invoice price shall be the amount as billed reduced by any sales taxes
  and other taxes, cash or trade discounts or allowance duly made to bona fide
  customers of the Licensee or, in the case of sales of Zeroignition Products,
  any of its Sublicensees. 

8 




5.04    Royalty Statements. On or before
the fifteenth (15th) day of each month, the Licensee shall deliver to
the Licensor a written statement disclosing the calculation of the Royalty due
under this Agreement for the preceding month and shall state the quantity of
Zeroignition Products sold during such preceding month by the Licensee and any
of its Sublicensee and EFB Pulp sold during such preceding month by the
Licensee. 

5.05    Royalty Payments. The Royalty
shall be paid monthly on or before the fifteenth (15th) day of each
month for Zi Products sold by the Licensee and its Sublicensees and EFB Pulp
sold by the Licensee during the immediately preceding month, shall be
accompanied by the monthly royalty statement pursuant to Section 5.04, and shall
be payable at the office of the Licensor; provided, however, that the Licensor
may, at any time and from time to time, agree to postpone, alter or amend the
payment or timing of the payment of Royalties solely within the Licensor’s
discretion. 

5.06    Currency. Unless otherwise
specifically provided in this agreement, all references to dollar amounts or to
other monetary amounts are expressed in Canadian Dollars. 

5.07    Records and Audit. In order that
the Royalty payable under this Agreement may be determined and the reports
provided for herein be verified: 

	 	(a) 	
      the Licensee agrees that it shall keep full, clear and
      accurate books and records showing records of sales of EFB Pulp sold by
      the Licensee and the calculation of all Royalties in respect of such sales
      due hereunder;

	 	 	 
	 	(b) 	
      the Licensee agrees that it shall, and shall cause any
      and all of its Sublicensees to, keep full, clear and accurate books and
      records showing records of sales of each Zeroignition Product sold by the
      Licensee or any such Sublicensee and the calculation of all Royalties in
      respect of such sales due hereunder; and

	 	 	 
	 	(c) 	
      the Licensee agrees that it shall, and shall cause all of
      its Sublicensees to, permit the Licensor, or its authorized
      representative, at all reasonable times during the Term of this Agreement
      and for a period of three (3) years thereafter, to inspect and examine the
      books and records of the Licensee relating to the sale of EFB Pulp, and of
      the Licensee or any Sublicensee relating to the sale of Zeroignition
      Products, in so far as it is deemed necessary by the Licensor to determine
      Royalty payments due under this Agreement.

	 	 	 
	 	(d) 	
      Any inspection and examination initiated by the Licensor
      in accordance with Section 5.07(c) shall be at the expense of the
      Licensor; provided, however, in the event that an underpayment in past
      Royalties in excess of five percent (5%) is discovered, then the Licensee
      shall (i) pay for the costs of inspection and (ii) pay to the Licensor,
      within thirty (30) days of such discovery (in addition to the underpaid
      Royalty), interest on such underpaid amount from the date such Royalty was
      payable until the date such underpaid amount is actually paid at an annual
      rate of twelve percent 12% or the highest rate permitted by Applicable
      Law, whichever is lower. For the avoidance of doubt, the Licensee or the
      applicable Sublicensee shall pay any and all Royalty underpayments to the
      Licensor within thirty (30) days of the discovery of such
    underpayment.



5.08    Zi Products. The Licensee
undertakes and agrees to manufacture and produce Zi-Products exclusively from
EFB Waste Material, EFB Zi-Pulp or EFB Pulp using the Zeroignition New Materials
Technology for sale and distribution to the Licensee’s customers in the ordinary
course of the Licensee’s business. 

9 




5.09    Zi-Pulp and/or Zi-Chips. The
Licensee undertakes and agrees to manufacture and produce Zi-Pulp and/or
Zi-Chips exclusively for sale or distribution to Sublicensees of the Licensee
and/or Zi Product Manufacturers identified by the Licensor in accordance with
Section 3.05. The Licensee shall cause its Sublicensees not to supply, provide,
transfer or otherwise allow access to any Zi-Pulp and Zi-Chips to any Person
except to such Sublicensee’s employees having a need to access the Zi-Pulp and
or Zi-Chips in order for the Sublicensee to exercise its rights and perform its
obligations in accordance with the terms and conditions of the Sublicensee’s
agreement with the Licensee and/or of this Agreement. 

5.10    Exploitation of License. The
Licensee agrees to: (a) manufacture and produce EFB Pulp in the Territory and to
use its best efforts to promote, market, sell and distribute EFB Pulp throughout
the Term; and (b) directly or through its Sublicensees, to manufacture and
produce Zeroignition Products in the Territory and to use its best efforts to
promote, market, sell and distribute Zeroignition Products throughout the Term,
all in accordance with the terms and conditions of this Agreement. 

5.11    Appropriate Use and Storage of
Zeroignition Solution. The Licensee shall use its best efforts to train its
employees on the proper use, handling, application and storage of the
Zeroignition Solution in accordance with current use guidelines and Material
Safety Data Sheets supplied by the Licensor from time to time. The Licensee
shall use and store Zeroignition Solution in accordance with the Licensor’s
storage guidelines and all Applicable Laws. 

5.12    Appropriate Use and Storage of
Zeroignition Products. The Licensee shall use its best efforts to train its
Sublicensees, employees, permitted dealers and contractors on the proper usage
and application of Zi-Products in accordance with current usage guidelines and
Material Safety Data Sheets supplied by the Licensor from time to time. The
Licensee shall use and store, and shall cause its Sublicensees to use and store,
Zeroignition Products in accordance with the Licensor’s storage guidelines and
all Applicable Laws. 

5.13    Compliance with Law. The Licensee
  shall comply, and shall cause its Sublicensees to comply, with all Applicable
  Laws, including, without limitation, all labeling, advertising and consumer
  protection laws and regulations, applicable to the Licensee's or such Sublicensee’s
  business or to the making, using, offering for sale or selling of Zi Products
  in accordance with this Agreement. The Licensee shall, and shall cause its Sublicensees,
  at its or such Sublicensee’s expense, to obtain any required governmental
  consents, approvals or clearances required to use, market, sell or distribute
  (including across any applicable country borders) Zi Products made by the Licensee
  or such Sublicensee in accordance with the terms and conditions of this Agreement.
  The Licensee shall, and shall cause its Sublicensees, at its or such Sublicensee’s
  expense, to obtain any required government, industry, or third party jurisdictional
  certifications, listings, ratings, approvals or clearances required to use,
  market, sell or distribute (including across any applicable country borders)
  Zi Products made by the Licensee or such Sublicensee in accordance with the
  terms and conditions of this Agreement. At the Licensee’s reasonable request,
  the Licensor shall cooperate with and assist the Licensee and/or its Sublicensees,
  at the Licensee’s (or such Sublicensee’s) expense, in applying for,
  obtaining or maintaining any such consents, approvals or clearances, and any
  such jurisdictional certifications, listings, ratings, approvals or clearances.

10 




ARTICLE 6 

  PRODUCT LIABILITY CLAIMS AND PRODUCT RECALL MATTERS 

6.01    Labeling of Zi Products. The
duties of the Licensee and its Sublicensees with respect to compliance with
Applicable Laws shall include, but shall not be limited to, the inclusion of
proper tags or labels to each Zi Product sold by the Licensee and such
Sublicensees pursuant to this Agreement. 

6.02    Procedure for Addressing Product
Liability Claims. To the extent permitted by Applicable Laws, including
applicable privacy laws or statutes, the Licensee shall, and shall cause its
Sublicensees to: (a) collect and maintain, information relevant to each product
liability claim; and (b) provide such information to the Licensor upon the
Licensor’s request. The Licensee shall, and shall cause its Sublicensee’s to,
promptly, but in no event later than thirty (30) days following the Licensee’s
or such Sublicensee’s receipt of notice of any such claim, make any and all
necessary replacements or take such other remedial actions in accordance with
the requirements of Applicable Laws, all at the Licensee’s and/or such
Sublicensee’s expense. 

6.03    Product Recalls. The Licensee
shall notify, and/or shall cause its Sublicensees to notify, the Licensor within
ten (10) days of the Licensee’s or its Sublicensee’s receipt of notice of (a)
any extraordinary volumes of Zi Product returns alleging a defect in any Zi
Product, and (b) any consumer product safety claim, investigation or recall by
any Governmental Authority. The Licensee shall not, and shall cause its
Sublicensees not to, settle any such claim or make any commitment to any such
consumer product safety agency, or other Governmental Authority or to any Person
in settlement of such claim, investigation or recall involving a Zi Product
without the prior written consent of the Licensor. 

ARTICLE 7 

  NEW Zi PRODUCTS; TRADEMARKS 

7.01    New Zi Products. In the event
that the Licensee or any of its Sublicensees desire to manufacture and sell a
new Zi Product, the Licensee shall submit to the Licensor (a) sufficient
quantities of such proposed Zi Product to enable the Licensor to fully evaluate
such proposed Zi Product, and (b) a written proposal describing the
manufacturing specifications and the suggested retail price point of the
proposed Zi Product. All new Zi Products must be of a quality commensurate with
the “ZEROIGNITION” and “ZI” brands. Neither the Licensee nor any of its
Sublicensees shall begin commercial manufacturing, distributing or selling any
such proposed Zi Product without the prior written consent of the Licensor. Upon
the Licensor’s written approval of any new Zi Product, such new Zi Product shall
thereafter constitute a Zi Product for purposes of this Agreement, and shall be
subject to all of the terms, conditions and restrictions on the manufacture and
sale of Zi Products hereunder. 

7.02    Advertising and Promotional
Materials. All advertising, promotional materials (including all labels,
packaging, containers and displays), websites and catalogues that include or
refer to any of the Trademarks, alone or in connection with Zi Products, and all
display and showroom presentations that include any of the Trademarks, shall be
subject to the Licensor’s prior written approval. Upon the Licensor’s request,
the Licensee shall promptly submit to the Licensor, and shall cause its
Sublicensees to promptly submit to the Licensor, layouts for all displays or
presentations and all copy, designs and layouts of advertising, promotional
materials, websites and catalogues, with a list of media outlets in which such
copy, design or layouts have been placed. If the Licensor requests a change in
any of the foregoing materials, the Licensee shall timely comply, and shall
cause its 

11 




Sublicensees to timely comply, with such request. The Licensee
shall include in its contracts with its Sublicensees provisions prohibiting such
Sublicensees from using any form of display or presentation advertising,
promotional material, website or catalogue that has not been previously approved
by the Licensor. 

7.03    Quality Control Testing and Spot Checks.
  Upon request by the Licensor, the Licensor shall be entitled to review and inspect
  production samples of the Zi Products manufactured by the Licensee (including,
  without limitation, EFB Zi-Pulp and EFB Zi-Chips) or any Sublicensee for conformance
  with this Agreement. Such samples shall include the Zi Products and all associated
  packaging, labeling and advertising. In the event that any Zi Products or packaging,
  labeling or advertising materials bearing any Trademarks do not, in the Licensor’s
  reasonable judgment, meet the specifications or quality standards set forth
  in this Agreement, or established by the Licensor during the Term hereof, the
  Licensor shall notify the Licensee and the applicable Sublicensee, as the case
  may be, in writing of any such deficiencies. The Licensee shall not offer for
  sale, sell or otherwise distribute, and the Licensee shall cause its Sublicensees
  not to offer for sale, sell or otherwise distribute, any Zi Products bearing
  any of the Trademarks if the Licensee has been notified by the Licensor that
  any such Zi Product or any packaging, labeling and advertising materials bearing
  any Trademarks fails to meet any such specifications or quality standards, including,
  but not limited to, any failure of such Zi Products under any of the quality
  control testing procedures of the Licensor.

7.04    No Trade Name Usage of
Trademarks. The Licensee shall not use, and shall cause its Sublicensees not
to use, any of the Trademarks as a corporate name or a trade name, or as an
element of a corporate name or trade name, or as any part of a telephone listing
or URL, except in conjunction with listings or URLs that have received the
Licensor’s prior written approval in accordance with the procedures set forth in
Section 7.02 above. Upon the expiration or termination of this Agreement, at the
Licensor’s request, the Licensee shall assign and transfer to the Licensor,
without additional consideration, all such permitted telephone listings and
URLs. The Licensee also hereby irrevocably appoints the Licensor as its agent
and attorney-in-fact to execute and file on behalf of the Licensee the
documentation necessary to transfer or discontinue all such telephone listings
and URLs upon the expiration or termination of this Agreement.

7.05    Ownership of Trademarks. The
Licensee acknowledges and agrees that the “ZEROIGNITION” and “ZI” names and
brands are of substantial and critical financial value, and that all of the
Trademarks are of prime importance, to the Licensor and/or to BLMH Technologies.
The Licensee acknowledges that all Zi Products bearing any of the Trademarks
must be of the highest quality to sustain such value and goodwill. The Licensee
shall not, and shall cause its Sublicensees to not, at any time use, promote,
advertise, display or otherwise commercialize any of the Trademarks or any
material utilizing or reproducing the Trademarks in a manner that adversely
affects any rights of ownership of the Licensor and/or BLMH Technologies, as the
case may be, therein or in a manner that derogates or detracts from their
repute. The Licensee acknowledges that the Licensor and/or BLMH Technologies, as
the case may be, (a) is and shall remain the owner of all right, title and
interest in and to each of the Trademarks in any form or embodiment thereof, and
(b) is also the owner of all goodwill associated with the Trademarks in
connection with the business and goods in relation to which the Trademarks are
used. All goodwill generated by sales of Zi Products shall inure exclusively to
the benefit of the Licensor and/or BLMH Technologies, respectively. 

7.06    Trademark and Service Mark
Applications. The Licensee acknowledges that only the Licensor and/or BLMH
Technologies may file and prosecute trademark or service mark applications for
the Trademarks. The Licensee shall cooperate, and shall cause its 

12 




Sublicensees to cooperate, with the Licensor or with BLMH
Technologies, at the Licensor’s or BLMH Technologies’ expense, in connection
with any such filings. The Licensee shall not register or apply to register, and
shall cause its Sublicensees not to register or apply to register, in the
Territory or elsewhere (a) any of the Trademarks, (b) any other marks that
comprise a composite of any Trademarks with any other word, design or symbol, or
(c) any mark that, when applied to the Zi Products, so closely resembles a
Trademark as to cause the likelihood of confusion. The Licensee shall, and shall
cause its Sublicensees to, without charge to the Licensor, do all things and
execute all instruments, documents and certificates that may at any time be
necessary or desirable to protect the Trademarks in the Territory and the
validity of the registrations therefor and to ensure the Licensor’s and/or BLMH
Technologies’ title thereto. 

7.07    No Challenges to Validity. The
Licensee shall not contest, and shall procure the obligation of each Sublicensee
not to contest, (a) The Licensor’s or BLMH Technologies’ ownership rights,
title, or interest in or to any of the Trademarks or (b) the validity of any
Trademark or of any registration with respect to any Trademark. 

7.08    Compliance with Local Trademark
Laws. The Licensee shall use, and shall cause its Sublicensees to use, the
Trademarks in accordance with Applicable Laws in the Territory, and to use such
markings in connection therewith as may be reasonably required by the Licensor
or required by Applicable Laws in the Territory. The Licensee shall fully
cooperate with the Licensor, at the Licensee’s cost and expense, in preparing
and causing to be recorded in every jurisdiction in the Territory, where
applicable, registered user applications, agreements and/or all other documents
that the Licensor considers necessary or desirable to evidence, protect and
implement the rights of the Licensor and/or BLMH Technologies in the Trademarks.


7.09    Use of the Trademarks in “Registered
  User” Jurisdictions. If registration of the Licensee as a registered
  user or registration of the License is or becomes required in the Territory,
  the Licensee shall bear all expenses, including government fees and trademark
  agents’ fees, relating to such registration and relating to the cancellation
  of any registration. The Licensee also hereby irrevocably appoints the Licensor
  as its agent and attorney-in-fact to execute and file on behalf of the Licensee
  in the applicable trademark office(s) in the Territory cancellation applications
  and withdrawal requests with respect to any existing user registrations and
  any pending registered-user applications upon the expiration or termination
  of this Agreement.

ARTICLE 8 

  OWNERSHIP OF ZEROIGNITION NEW MATERIALS TECHNOLOGY 

8.01    Ownership; Proprietary Notices.
The Licensee acknowledges that BLMH Technologies owns, and Licensor Controls all
right, title and interest in and to the Zeroignition Solution, Technical
Know-how, Zeroignition New Materials Technology, Zeroignition EFB Processing
Technology, and all Intellectual Property Rights therein. The Licensee shall not
delete or in any manner alter any copyright or proprietary rights notices of the
Licensor appearing on or in the Zeroignition Solution, Zeroignition New
Materials Technology, Zeroignition EFB Processing Technology, or Technical
Know-how as delivered to the Licensee. The Licensee will reproduce such notices
on all copies that it makes of the Zeroignition New Materials Technology,
Zeroignition EFB Processing Technology, and/or Technical Know-how, including
Improvements, in whole or in part. 

8.02    No Additional Rights. The
Licensee’s rights under the Intellectual Property Rights are hereby limited to
the License rights expressly granted to the Licensee under Section 

13 




3.01 of this Agreement, and all rights not expressly granted to
the Licensee herein are expressly reserved and retained by the Licensor. 

8.03    No Patent Challenges. Unless
prohibited under Applicable Laws, in the event that Licensee or any Sublicensee
contests the validity of any patents related to the Zeroignition Solution,
Zeroignition EFB Processing Technology, or to the Zeroignition New Materials
Technology, whether such patents now exist or in the future will exist, and/or
patent applications with respect to the Zeroignition Solution, Zeroignition EFB
Processing Technology, or to the Zeroignition New Materials Technology, or the
right or title of the Licensor or BLMH Technologies to any such patents and/or
patent applications, or to any process, trade or manufacturing secret relating
to the Zeroignition Solution, Zeroignition EFB Processing Technology, or to the
Zeroignition New Materials Technology, then Licensor shall have the right to
terminate this Agreement and all licenses granted herein immediately upon
written notice to the Licensee. 

8.04    Improvements. The Licensee shall
immediately notify the Licensor in writing of any and all Improvements invented,
conceived, created, made, developed, reduced to practice or otherwise
obtained by the Licensee or any of its Sublicensees during the Term and
thereafter. The Licensee agrees to assign and transfer, and hereby assigns and
transfers, and shall cause its Sublicensees to assign and transfer, to Licensor
or its designee, all right, title and interest in and to any and all such
Improvements, and Intellectual Property Rights thereon, and all such
Improvements shall constitute an integral part of the Zeroignition New Materials
Technology and/or Zeroignition EFB Processing Technology, as applicable, for the
purposes of the License. The Improvements shall be deemed to have been assigned
and transferred immediately on being made, and the Licensee shall, execute and
transfer to BLMH Technologies any and all papers necessary or proper to vest in
BLMH Technologies and/or the Licensor title in and to all such Improvements.


8.05    Zeroignition Solution. The
Licensee acknowledges that the chemical formulation of Zeroignition Solution is
proprietary, confidential and a trade secret. The Licensee shall not disclose to
any third parties, including Sublicensees, or analyze or reverse engineer or
cause to be analyzed or reverse engineered any Zeroignition Solution, whether
provided by the Licensor or otherwise. The Licensee hereby acknowledges and
agrees that any unauthorized disclosure, analysis, reverse-engineering or use of
Zeroignition Solution shall cause irreparable harm and significant injury to
BLMH Technologies and the Licensor that may be difficult to ascertain.
Accordingly, the Licensee agrees that the Licensor and BLMH Technologies shall
have the right to seek and obtain immediate injunctive relief to enforce
obligations respecting the Zeroignition Solution under this Agreement, in
addition to any other rights and remedies that they may have, including
damages.

8.06    No Patent Filings. The Licensee
shall not file, and shall procure the agreement of its affiliates and
Sublicensees that such affiliates and Sublicensees shall not file, any
application for a patent or for any other intellectual property right with
respect to or based on, directly or indirectly and whether in whole or in part,
the Zeroignition New Materials Technology, Zeroignition EFB Processing
Technology, Technical Know-how, Improvements, or the composition, use or
application of Zeroignition Solution. 

8.06    Termination of Infringement. 

	 	(a) 	
      Notice of Infringements. The Licensee shall
      inform, and shall cause its Sublicensees to inform, the Licensor promptly
      in writing of any alleged infringement or misappropriation of the
      Intellectual Property Rights in the Territory by any Person and of any
      available evidence thereof.



14 





	 	(b) 	
      The Licensor’s Right to Pursue Infringements. The
      Licensor shall have the right, in its sole discretion, but shall not be
      obligated, to prosecute at its own expense all infringements or
      misappropriation of the Intellectual Property Rights in the Territory and,
      in furtherance of such right, the Licensee acknowledges, and shall procure
      the acknowledgment of its Sublicensees, that the Licensor may include the
      Licensee and/or its Sublicensees as a party plaintiff in any such suit.
      The Licensee and its Sublicensees shall have no right or authority to
      institute any infringement, misappropriation or other claim or action
      against any alleged infringer of the Intellectual Property Rights without
      the prior written consent of the Licensor. In the event that the Licensor
      undertakes the enforcement and/or defense of the Intellectual Property
      Rights by litigation, any recovery of damages shall belong to the
      Licensor.

	 	 	 
	 	(c) 	
      Declaratory Judgment Actions. In the event a
      declaratory judgment action shall be brought by any Person against the
      Licensee or any of its Sublicensees alleging invalidity, noninfringement
      or absence of misappropriation of any of the Intellectual Property Rights,
      then in such event the Licensor, at its option, shall have the right,
      within thirty (30) days after commencement of such action, to intervene
      and take over the sole defense of such action at its own
expense.

	 	 	 
	 	(d) 	
      Cooperation in Actions. In any infringement or
      misappropriation action that the Licensor may institute to enforce the
      Intellectual Property Rights pursuant to this Agreement, the Licensee
      shall, at the request and expense of the Licensor, cooperate in all
      respects and, to the extent possible, have its employees testify when
      requested and make available relevant records, papers, information,
      samples, specimens and the like. The Licensee shall also ensure that its
      contracts with its Sublicensees contain provisions requiring such
      Sublicensees to cooperate in the manner set out above at the request of
      the Licensor.



ARTICLE 9 

  TERM 

9.01   The term of this Agreement shall be for a
period of ten (10) years, commencing on the Effective Date, unless earlier
terminated by either party in accordance with the provisions of Article 10. The
Licensee shall have the right to renew this Agreement for successive periods of
ten (10) years each, upon written notice sent to the Licensor one hundred and
twenty (120) days prior to the end of the initial ten-year period or any renewal
period, unless this Agreement is terminated by either party in accordance with
the provisions of Article 10. The initial ten-year period and any renewal period
shall collectively be referred to herein as the “Term.” 

ARTICLE 10 

  TERMINATION 

10.01  This Agreement shall be subject to termination by
the Licensor on the following conditions: 

	 	(a) 	
      if the Licensee shall fail to perform any of its
      obligations pursuant to this Agreement, or

	 	 	 
	 	(b) 	
      the Licensee shall do any act or thing prohibited under
      the terms of this Agreement;



15 




Provided, however, that if the Licensor elects to terminate
this Agreement in accordance with this Section 10.01, the Licensor shall give
the Licensee thirty (30) days’ notice in writing of the Licensee’s default
constituting grounds for termination hereunder, and of its election to terminate
this Agreement. If within thirty (30) days after the receipt of such notice, the
Licensee shall cure such default, the termination notice shall be without force
or effect. If the default specified in the notice is not cured within the
thirty-day period, this Agreement and the rights under it shall be terminated
without further notice. 10.02 In addition to the rights set forth in Sections
8.03 and 10.01, the Licensor shall have the right to terminate this Agreement at
any time: 

	 	(a) 	
      if any proceedings are commenced or taken for the
      dissolution, liquidation or winding-up of the Licensee or for the
      suspension of operations of the Licensee whether by extra-judicial means
      or under any statute of any applicable jurisdiction or otherwise, unless
      such proceedings have been stayed within thirty (30) days of
      commencement;




	 	(b) 	
      if a decree or order of a court having jurisdiction is
      entered adjudging the Licensee bankrupt or insolvent, or proving as
      properly filed a petition seeking a winding-up or arrangement or
      compromise of the Licensee under any bankruptcy, insolvency arrangement,
      winding-up or analogous law or issuing process or execution against the
      Licensee, or against any substantial part of the property of the Licensee
      or ordering the winding-up or liquidation of the Licensee and any such
      decree or order continues unstayed and in effect for a period of thirty
      (30) days of issuance, or if a trustee, receiver, receiver and manager,
      interim receiver, custodian or other Person with similar powers is
      appointed in respect of the Licensee or in respect of all or a substantial
      portion of its property or assets and any such appointment continues
      unstayed and in effect for thirty (30) days;
or




	 	(c) 	
      if the Licensee becomes insolvent, admits its inability
      to or fails to pay its debts generally as they become due, or otherwise
      acknowledges its insolvency, makes any assignment in bankruptcy or makes
      any other assignment for the benefit of creditors, makes any proposal
      under any bankruptcy law or seeks relief under any bankruptcy, insolvency
      or analogous law or is adjudged bankrupt, files a petition or proposal to
      take advantage of any act of insolvency, consents to or acquiesces in the
      appointment of a trustee, receiver, receiver and manager, interim
      receiver, custodian sequestrator, agent for a person with similar powers,
      in respect of the Licensee or in respect of all or a substantial portion
      of its property or assets, or files a petition or otherwise commences any
      proceeding seeking any reorganization, arrangement, compromise,
      composition, compounding, scheme, arrangement, extension of time,
      moratorium or readjustment under any applicable bankruptcy, insolvency,
      moratorium, reorganization or other similar law affecting creditors’
      rights or consents to, or acquiesces in, the filing of such petition or
      the commencement of such proceeding.



10.03  This Agreement shall be deemed to have been
terminated on the day before the occurrence of any event described in this
Article 10 and any permitted sublicense granted by the Licensee shall provide
for its termination upon the termination of this Agreement; provided, however,
that the Licensor, in its sole discretion, may elect to continue the sublicense
with any Sublicensee, provided, further, that any such Sublicensee shall, within
thirty (30) days of the effective date of termination of this Agreement, agree
in writing to be bound directly to the Licensor under a license agreement
substantially similar to this 

16 




Agreement with respect to the rights hereunder sublicensed to
such Sublicensee by the Licensee. The Licensor and such Sublicensee shall
promptly memorialize such direct license, and upon execution of such direct
license agreement, such Sublicensee shall cease to be a Sublicensee for purposes
of this Agreement. 

10.04  Upon expiration of this Agreement or termination of
this Agreement in accordance with the provisions of this Article 10: (a) the
Licensee shall forthwith discontinue the use of the Zeroignition Solution,
Technical Know-How, Zeroignition New Materials Technology, Zeroignition EFB
Processing Technology, and any Improvements; and (b) all Confidential
Information and Zeroignition Solution remaining in the Licensee’s inventory
shall be returned to the Licensor or destroyed immediately upon the Licensor’s
request. Notwithstanding the preceding sentence, upon any termination of this
Agreement in accordance with this Article 10, the licenses granted to the
Licensee pursuant to Sections 3.01(a), (d), (f) and (g) shall survive for a
period of one (1) year following the effective date of such termination for the
sole and exclusive purpose of permitting the Licensee to sell its then-current
inventory (as of the effective date of termination) of EFB Pulp and the Licensee
and its Sublicensees to sell their respective then-current inventories (as of
the effective date of termination) of Zi Products all subject to the provisions
of Sections 5.03, 5.04, and 5.05 on the Licensee’s payment of the Royalty.
Within thirty (30) days of the effective date of termination, the Licensee shall
furnish to the Licensor a written statement setting forth the quantity of EFB
Pulp in its inventory, and the quantity of Zi Products in the Licensee’s and
each of its Sublicensee’s respective inventories, upon such effective date of
termination, and such statement shall be certified by an independent public
accountant. Expiration of this Agreement or termination by the Licensor in
accordance with this Article 10 shall not in any way operate to deny any of the
Licensor’s rights or remedies including damages, either at law or in equity, or
to relieve the Licensee of any obligation accrued prior to the effective date of
termination or expiration. 

ARTICLE 11 

  CONFIDENTIAL INFORMATION 

11.01  Definition. In this Agreement,
“Confidential Information” means confidential and proprietary information
of the Licensor that is disclosed to the Licensee, which, in the case of written
information, is marked “confidential” or “proprietary” and which, in the case of
information disclosed orally, is identified at the time of the disclosure as
confidential and proprietary and will be summarized and confirmed in writing as
such by the Licensor within thirty (30) calendar days of the disclosure.
Confidential Information shall not include information that: (a) is now or
subsequently becomes generally available to the public through no fault or
breach of this Agreement by the Licensee; (b) is independently developed by the
Licensee after the Effective Date without the use of or access to any
Confidential Information of the Licensor; or (c) the Licensee rightfully obtains
from a third party that has the right to transfer or disclose such information.
Notwithstanding anything herein to the contrary, the Licensee acknowledges that
all of the Zeroignition New Materials Technology, Zeroignition EFB Processing
Technology, Technical Know-how, Improvements and Intellectual Property Rights
(in any form that is not publically available) therein shall be deemed
“Confidential Information” of the Licensor for all purposes of this Agreement,
whether or not so marked or designated by the Licensor. 

11.02  Obligations. The Licensee shall not, and
shall cause its Sublicensees to not, disclose, publish, or disseminate the
Confidential Information of the Licensor to any Person other than (a) to those
of the Licensee’s or such Sublicensee’s employees and consultants with a bona
fide need to know such Confidential Information in connection with the
Licensee’s exercise of its rights and/or performance of its obligations under
this Agreement but subject always to Section 8.05, or (b) as may be required by
Governmental Law or 

17 




judicial process; provided, however, that the Licensee or the
applicable Sublicensee shall notify the Licensor sufficiently in advance of any
such disclosure to enable the Licensor to take any action as it sees fit under
the circumstances and; provided further, that the Licensee or its applicable
Sublicensee shall in any event seek and secure confidential treatment of the
Confidential Information so disclosed to the fullest extent permitted under
Applicable Law. The Licensee shall use, and shall cause its Sublicensees to use,
the same degree of care that it uses to hold in confidence its own most valuable
proprietary information, but in no event less than reasonable care, to prevent
any unauthorized use, disclosure, publication, or dissemination of the
Licensor's Confidential Information. The Licensee shall, and shall cause its
Sublicensees to, accept and use the Licensor’s Confidential Information only for
the purpose of performing its obligations and exercising its rights under this
Agreement. 

ARTICLE 12 

  INJUNCTIVE RELIEF 

12.01  In addition to and not in lieu of the Licensee’s
acknowledgment pursuant to Section 8.05, the Licensee acknowledges, and shall
procure the acknowledgment of its Sublicensees, that any breach of its
obligations under this Agreement with respect to the Zeroignition Solution,
Zeroignition New Materials Technology, Zeroignition EFB Processing Technology,
Technical Know-how, Improvements, the Intellectual Property Rights or the
Licensor’s Confidential Information, including, without limitation any failure
by the Licensee or its Sublicensees to use the Zeroignition New Materials
Technology strictly in accordance with the License granted to the Licensee under
Section 3.01 of this Agreement, will cause the Licensor irreparable injury for
which there are inadequate remedies at law. Accordingly, the Licensor shall be
entitled to equitable relief (including but not limited to injunctive relief,
including the remedy of specific performance) in addition to all other rights
and remedies provided by this Agreement or available at law. 

ARTICLE 13 
WARRANTIES, DISCLAIMERS
OF WARRANTY; LIMITATIONS ON CERTAIN 

  DAMAGES AND ON LIABILITY 

13.01  Licensor Warranty. The Licensor warrants to
  the Licensee that the Licensor has the right to grant the License and that the
  Licensor has not granted and shall not grant any license or licenses to any
  Person in conflict with the License granted to the Licensee herein. 

13.02   Disclaimer of Warranties.

	 	(a) 	
      The Licensor does not guarantee nor warrant that any of
      the Trademarks will remain registered or otherwise protected.

	 	 	 
		
      (b) 
	
      THE LICENSEE ACKNOWLEDGES AND AGREES THAT THE
      ZEROIGNITION SOLUTION IS PROVIDED “AS-IS.” THE LICENSOR MAKES NO
      WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ZEROIGNITION SOLUTION,
      AND HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT
      LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY,
      NONINFRINGEMENT AND FITNESS FOR A PARTICULAR
PURPOSE.



13.03  INCIDENTAL AND CONSEQUENTIAL DAMAGES. UNLESS
SET FORTH OTHERWISE BY GOVERNMENTAL LAW, THE LICENSOR SHALL NOT BE LIABLE IN
CONTRACT, IN TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE FOR
DAMAGE OR LOSS OF OTHER PROPERTY, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF
PROPERTY, COST OF CAPITAL, CLAIMS OF CUSTOMERS OF LICENSEE OR ITS 

18 




SUBLICENSEES, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF THE LICENSOR IS
AWARE OR SHOULD BE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, THE LICENSOR SHALL HAVE NO RESPONSIBILITY OR
LIABILITY TO THE LICENSEE OR TO ANY PERSON FOR ANY DEFECT IN ANY EFB PULP OR ANY
ZI PRODUCT. 

13.04.  LIMITATION OF LIABILITY. UNLESS SET FORTH
OTHERWISE BY GOVERNMENTAL LAW, THE REMEDIES OF THE LICENSEE SET FORTH HEREIN ARE
EXCLUSIVE, AND THE TOTAL CUMULATIVE LIABILITY OF THE LICENSOR WITH RESPECT TO
ANY CLAIM OR ACTION ARISING UNDER THIS AGREEMENT, OR ANYTHING DONE IN CONNECTION
HEREWITH, SUCH AS THE PERFORMANCE OR BREACH THEREOF, OR FROM THE PRODUCTION,
SALE, DELIVERY, RESALE, OR USE OF ANY OF THE ZI PRODUCTS COVERED BY OR FURNISHED
PURSUANT TO THIS AGREEMENT, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE
OR STRICT LIABILITY) OR OTHERWISE, SHALL NOT EXCEED $250,000 U.S. DOLLARS. 

ARTICLE 14 

  INDEMNITY 

14.01  The Licensee will be solely responsible for any
commercial or legal liability that may arise as a result of the Licensee's or
its Sublicensee’s exercise of the License granted by the Licensor to the
Licensee under this Agreement, and the Licensee shall defend, indemnify, and
hold the Licensor harmless from and against any and all suits, claims
(including, without limitation, claims for infringement of any intellectual
property rights of any Person), proceedings, judgments, awards, damages, loss,
liability (including, without limitation, product liability and strict
liability), cost and expenses (including without limitation reasonable
attorney's fees and other related costs) (collectively, “Claims”) that
are incurred or suffered by the Licensor or any of its affiliates, directors,
officers, employees, or agents to the extent that such Claims arise or result,
directly or indirectly, from (a) the Licensee's or its Sublicensee’s exercise of
the License or any other rights granted to the Licensee under this Agreement,
including, without limitation, any use, manufacture, sale, promotion or
distribution of Zi Products by the Licensee or its Sublicensees, and use of, or
exposure to, the Zeroignition Solution, (b) the conduct of the Licensee's
business directly or through any affiliate of the Licensee, or (c) any
negligence or willful misconduct by the Licensee or its Sublicensees. 

ARTICLE 15 

  INSURANCE 

15.01  The Licensee shall, and the Licensee shall cause
its Sublicensees, at the Licensee’s or Sublicensee’s own cost and expense, to
obtain and maintain in full force and effect during the Term and for a period of
three (3) years thereafter, insurance to cover any liability that such Person
may incur as a result of its performance of this Agreement and/or manufacture or
sale of Zi Products, including, but not limited to Product Liability Insurance.
Each insurance policy, other than self-insurance, shall be obtained from an
insurance carrier with an A.M. Best rating of at least A-VII. If any of the
required policies of insurance are written on a claims-made basis, such policies
shall be maintained throughout the Term and for a period of at least three (3)
years thereafter. The Licensee shall, and shall cause its Sublicensees to,
obtain a waiver from any insurance carrier with whom such Person carries Product
Liability Insurance and/or Workers’ Compensation Insurance releasing its
subrogation rights against the Licensor. The Licensor, BLMH Technologies, and
their affiliates shall be named as additional insureds under the Product
Liability insurance policy with respect to the Zi Products. Each party shall
provide to the other party, upon such 

19 




other party’s reasonable request, a certificate of insurance
for such party stating the scope, duration and coverage limits of such party’s
applicable insurance policies. 

ARTICLE 16 

  TRANSFER OR ASSIGNMENT OF LICENSE 

16.01  The Licensee shall not assign, transfer, or
encumber the Licensee’s interest in this Agreement or its respective rights or
obligations without the prior written consent of the Licensor, which consent may
not be unreasonably withheld. Any attempted assignment without such consent
shall be void. In the event that the Licensee dissolves, transfers, sells,
assigns, mortgages, encumbers, pledges, or otherwise disposes of (a) all or
substantially all of its business that is the subject of this Agreement, or (b)
fifty percent (50%) or such other controlling interest in the ownership of the
Licensee (whether in the form of stock or otherwise) as determined pursuant to
Applicable Law, such change in control shall constitute an assignment for
purposes of this Agreement, which shall require the prior written consent of the
Licensor in accordance with this Section 16.01. Notwithstanding the foregoing
provisions of this Section, the Licensee shall have the right to grant
sublicenses of the License in the Territory in accordance with the terms and
conditions of this Agreement, without the consent of Licensee. The Licensor
shall have the right to assign its respective rights and obligations under this
Agreement to any of its affiliates and to any Person acquiring all or
substantially all of the assets thereof to which this Agreement relates. 

ARTICLE 17 

  INDEPENDENT CONTRACTOR STATUS 

17.01  The relationship of the parties established by this
Agreement is that of licensor and licensee, and all work and duties to be
performed by the Licensee as contemplated by this Agreement shall be performed
by the Licensee as an independent contractor. It is not the intention of the
parties to this Agreement to create, nor shall this Agreement be construed as
creating, any joint venture, partnership or agency relationship between the
parties so as to render either party liable to the other party for anything more
than the performance of its respective obligations hereunder. Nothing in this
Agreement or otherwise shall be construed as constituting an appointment of the
Licensee as an agent, legal representative, joint-venture partner, partner,
employee or servant of BLMH Technologies or the Licensor for any purpose
whatsoever. The Licensee is not authorized to transact business, incur
obligations, sell goods, solicit orders, or assign or create any obligation of
any kind, express or implied, on behalf of BLMH Technologies or the Licensor, or
to bind such parties in any way whatsoever, or to make any contract, promise,
warranty or representation on BLMH Technologies’ or the Licensor’s behalf,
except those warranties and representations which BLMH Technologies makes on
specific Zi Products. 

ARTICLE 18 

  FORCE MAJEURE 

18.01  In the event of any inability or failure by the
Licensor to manufacture, supply or ship any of the Zeroignition Solution herein
by reason of any fire, explosion, war, riot, strike, walk-out, labour
controversy, flood, shortage of water, power, labour, transportation facilities
or necessary materials or supplies, default or failure of carriers, breakdown in
or the loss of production or anticipated production from any facility or
equipment, act of God or public enemy, any law, act or order of any Governmental
Authority, or any other direct cause (whether or not of the same character as
the foregoing) beyond the reasonable control of the Licensor, then the Licensor
shall not be liable to the Licensee during the 

20 




period and to the extent of such inability or failure.
Deliveries omitted in whole or in part while such inability remains in effect
shall be canceled. 

ARTICLE 19 

  MISCELLANEOUS 

19.01  Notices.

	 	(a) 	
      All notices and reports required under, and other
      communications with respect to, this Agreement shall be in writing, in the
      English language, and given or sent to the party to be notified at its
      respective address set forth below either: (i) personally and thereby
      deemed to be given on that day; (ii) by nationally recognized overnight
      courier service (e.g., Federal Express) and thereby deemed to be given on
      the third business day following dispatch; or (iii) by registered letter
      and thereby deemed to be given on the tenth day following the day of
      posting.




	 	To the Licensor at: 	Fire Block Technologies
      Inc. 
	 	  	c/o Abegweit Consulting Inc.
  
	 	  	#2 Rendezvous Road 
	 	  	Worthing, Christ Church 
	 	  	Barbados BB 15006 
	 	  	Fax: (246) 435-0230 
	 	  	  
	 	With a Copy to: 	BLMH Technologies Inc.
  
	 	  	c/o Wayne A. Harvey 
	 	  	102-1819 Granville Street 
	 	  	Halifax, Nova Scotia 
	 	  	Canada B3J 3R1 
	 	  	Fax: (902) 492-0634 
	 	  	Email: harveyhmwlaw@eastlink.ca
    
	 	  	  
	 	To the Licensee at: 	WorldStar Energy Corp.
  
	 	  	No. 66 Gloucester Road 
	 	  	Pico Tower, 5th Floor
    
	 	  	Wanchai, Hong Kong 
	 	  	China 
	 	  	Fax: (604) 648-8703 
	 	  	Attention: Michael W. Kinley
  



	 	(b) 	
      Any party may at any time give notice in writing to the
      other of any change of address of the party giving such notice and from
      and after the date of giving of such notice the address therein specified
      shall be deemed to be the address of such party for the giving of notices
      hereunder.



19.02  Governing Law. This Agreement shall be
governed and interpreted by the laws of Barbados and the laws of Indonesia
applicable therein.

19.03  Third Party Beneficiaries. The parties
expressly acknowledge and agree that BLMH Technologies is an intended
third-party beneficiary of this Agreement. Other than BLMH Technologies,
there are no third-party beneficiaries, including, without limitation, any
Sublicensee or any employee of either party, to this Agreement.

21 




19.04  Binding Effect. This Agreement shall enure
to the benefit of and be binding upon the parties hereto and their respective
administrators, successors and permitted assigns. 19.05 Severability. If
any of the provisions of this Agreement are ever held illegal or invalid for any
reason, such illegality or invalidity shall not affect the remaining parts of
this Agreement, and this Agreement shall, where possible, be construed and
enforced as if such illegal and invalid provisions had never been inserted
therein. 

19.06  No Publicity. Except as and to the extent
required by law neither the Licensor nor the Licensee shall, and each shall
direct their respective representatives not to, without the prior written
consent of the other parties to this Agreement, directly or indirectly, make any
public comment, statement or communication with respect to or otherwise disclose
or permit the disclosure of the existence of this Agreement or the transactions
contemplated by this Agreement or any of the terms, conditions or other aspects
of this Agreement or the transactions contemplated by this Agreement. 

19.07  Further Assurances. Each party to this
Agreement covenants and agrees that it will at all times, both before and after
the Effective Date, promptly execute and deliver all such instruments and
documents including, without limitation, all such additional conveyances,
transfers, consents and other assurances, and do or cause to be done all such
other acts and things as another party, acting reasonably, may from time to time
request be executed or done in order to better evidence or perfect or effectuate
any provision of this Agreement or of any agreement or other document executed
pursuant to this Agreement or any of the respective obligations intended to be
created hereby or thereby. 

19.08  Dispute Resolution. In the event any
controversy, dispute, Claim, question or difference (a “Dispute”) arises
out of, or with respect to, this Agreement or its performance, enforcement,
breach, termination or validity, the parties will use commercially reasonable
efforts to settle the Dispute. To this end, the parties will consult and
negotiate with each other in good faith and understanding of their mutual
interests in an effort to reach a just and equitable solution satisfactory to
both parties. Subject to the last sentence of this Section 19.08, all Disputes
that the parties are unable to resolve after sixty (60) days of good faith
negotiations will be finally settled under the Rules of Arbitration of the
International Chamber of Commerce’s International Court of Arbitration by three
(3) arbitrators appointed in accordance with said rules. The arbitration award
shall be final and binding on both parties. The costs of arbitration shall be
borne by the losing party or as otherwise determined by the arbitral panel. The
seat of arbitration will be New York, New York. The language of the arbitration
will be English. Judgment upon the award may be entered in any court having
jurisdiction thereof or having jurisdiction over the applicable party and/or its
assets. The Licensee acknowledges and agrees that the Licensor has no obligation
to submit to such binding arbitration procedure (a) any Dispute for which the
Licensor seeks to enforce its rights of defense and indemnification hereunder
against the Licensee, or (b) any Dispute involving any breach or threatened
breach by the Licensee of its obligations under this Agreement with respect to
the Zeroignition Solution, Zeroignition New Materials Technology, Zeroignition
EFB Processing Technology, Technical Know-how, Improvements, the Intellectual
Property Rights or the Licensor’s Confidential Information, for which the
Licensor shall be entitled to seek immediate relief in any court of competent
jurisdiction.

19.09  Entire Agreement. This Agreement constitutes
the entire agreement between the Licensor and the Licensee with respect to the
subject matter hereof and supersedes all prior and contemporaneous agreements,
understandings, negotiations and discussions, whether written or oral. There are
no conditions, covenants, agreements, representations, 

22 




warranties or other provisions, express or implied, collateral,
statutory or otherwise, relating to the subject matter hereof. 

19.10  Amendment. This Agreement may not be amended
except in a writing that is signed by an authorized representative of both the
Licensor and the Licensee and that includes an affirmative statement that this
Agreement is being amended thereby. 

19.11  No Waiver. Any waiver must be in writing and
signed by the party against whom enforcement is sought. Any waiver by either
party of a breach of any provision of this Agreement shall not operate as or be
construed to be a waiver of any other breach of that provision or of any breach
of any other provision of this Agreement. The failure of either party to insist
upon strict adherence to any term of this Agreement on one or more occasions
will not be considered a waiver or deprive that party of the right to thereafter
insist upon strict adherence to that term or any other term of this Agreement.


19.12  Survival. The following Articles and Sections
  shall survive any termination or expiration of this Agreement: Articles 2, 6,
  8, 11, 12, 14, 15, 17, and 19, and Sections 5.03 through 5.07 (inclusive), 5.11
  through 5.13 (inclusive), 7.04, 7.09 (last sentence), 10.04, 13.02 through 13.04
  (inclusive), and 16.01 (except third sentence). Without limiting the generality
  of the foregoing, the special powers of attorney granted in Sections 7.04 and
  7.09 are coupled with an interest, are irrevocable, and shall survive the expiration
  or termination of this Agreement.

19.13  Headings. The headings contained in this
Agreement are for convenience of reference only and are not considered a part of
this Agreement and shall in no way affect or alter the meaning or effect of any
of the provisions of this Agreement. 

19.14  English Language. The parties expressly
stipulate that this Agreement has been drafted in the English language. Any
translation prepared for any reason will be a non-binding accommodation of no
legal effect and the English-language version of this Agreement shall govern.


19.15  Counterparts. This Agreement may be executed
in any number of counterparts of the signature page, each of which shall be
considered an original and, when taken together, shall be deemed to be one and
the same agreement. In addition, a signature which is reproduced by facsimile
transmission or by electronic data transmission shall be deemed an original.


(THE REST OF THIS PAGE IS LEFT INTENTIONALLY BLANK) 

23 




          IN
WITNESS WHEREOF the parties hereto have properly executed this Agreement as
of the Effective Date. 

	SIGNED, SEALED AND DELIVERED 	) 	  
	- in the presence of - 	) 	FIRE BLOCK TECHNOLOGIES INC. 
	  	) 	  
	  	) 	  
	  	) 	Per:
      _____________________________________________
	  	) 	  
	  	) 	Printed Name:
      _____________________________________
	  	) 	  
	  	) 	Title:
      ____________________________________________
	 	)	 
	  	) 	WORLDSTAR ENERGY INC. 
	  	) 	  
	  	) 	  
	  	) 	Per:
      _____________________________________________
	  	) 	  
	  	) 	Printed Name:
      _____________________________________
	  	) 	  
	  	) 	Title:
      ____________________________________________


24 




SCHEDULE A 

TERRITORY

	
  BRUNEI 

  
	
  BURMA 

  
	
  CAMBODIA 

  
	
  CHINA 

  
	
  EAST TIMOR 

  
	
  INDONESIA 

  
	
  LAOS 

  
	
  MALAYSIA 

  
	
  PHILIPPINES 

  
	
  SINGAPORE 

  
	
  THAILAND 

  
	
  VIETNAM 



25 




SCHEDULE B 

ZEROIGNITION SOLUTION PRICING AND MINIMUM ORDER
REQUIREMENTS 

Product Pricing and Terms of Sale

	Pricing: 	
      $3.50 per US gallon or $0.925 per liter 

	  	
       

	Price Adjustment: 	
      Pricing is subject to adjustment based upon the cost of
      raw chemicals and for volume purchasing 

	  	
       

	Terms of Sale: 	
      Prior to shipment unless otherwise agreed to in writing
      by the Licensor. 



Minimum Annual Order Requirements of the Licensee in CAD


Year 1 – $5,000,000 

Year 2 – $25,000,000 

Year 3 –$75,000,000 

Year 4 – $100,000,000 

In each subsequent year during the Term of the License and all
extensions thereof, a minimum of $100,000,000

26 




          IN
WITNESS WHEREOF the parties hereto have properly executed this Agreement as
of the Effective Date. 


	SIGNED, SEALED AND DELIVERED 	) 	 
	- in the presence of - 	) 	FIRE BLOCK TECHNOLOGIES INC. 
	  	) 	 
	  	) 	 
	  	) 	Per:              
      /s/ Richard A. Maxwell 
	  	) 	 
	  	) 	Printed Name:   Richard A. Maxwell
  
	  	) 	
	  	) 	Title:                  
      President 
	  	) 	 
	  	) 	WORLDSTAR ENERGY INC. 
	  	) 	 
	  	) 	 
	  	) 	Per:               /s/
      Supriadi 
	  	) 	 
	  	) 	Printed Name:   Supriadi 
	  	) 	 
	  	) 	Title:                  
      Director