PATENT
      ASSIGNMENT AGREEMENT





between





NANOLOGIX,
      INC.





and





NUTRA
      PHARMA CORP.





Dated
      ____________, 2006





1


**PATENT
      ASSIGNMENT AGREEMENT**





This
      Patent Assignment Agreement (“Agreement”) is dated ____________, 2006
      (“Commencement Date”), by and between NanoLogix, Inc., a Delaware corporation
      having a place of business at 87 Stambaugh Avenue, Suite 2, Sharon, Pennsylvania
      16146 (“ Assignor ”)
      and
      Nutra Pharma Corp., a California corporation having a place of business at
      3473
      High Ridge Road, Boynton Beach, Florida 33426 (“ Assignee ”)
      (each,
      a “ Party ”
and
      together, the “ Parties ”).





WHEREAS,
      Assignor is the owner of certain patents;





WHEREAS,
      Assignee desires to acquire said patents for use within the Field of Use (as
      defined below), both domestically and internationally ;
      and





WHEREAS,
      Assignor has the power and authority to convey said patents to Assignee
      domestically and in certain countries;





NOW,
      THEREFORE, in consideration of the respective covenants contained herein and
      intending to be legally bound hereby, the Parties hereto agree as
      follows:





**1.** **Definitions** .





For
      purposes of this Agreement, the following terms
      and
      variations thereof shall
      have the meanings specified or referred to in this Section.




1.1   “ Affiliate ”
and
      “ Affiliates ”
shall
      mean any individual, corporation, subsidiary, affiliate, partnership,
      association, business, organization or other entity that, directly or indirectly
      through one or more intermediaries, controls, or is controlled by, or is under
      common control with, a Party and/or such entities. The term “control” (including
      the terms “controlling,” “controlled by” and “under common control with”) means
      the possession, direct or indirect, of the power to direct or cause the
      direction of the management or policies of an individual or entity, whether
      through the ownership of voting shares, by contract or otherwise.




1.2   “ Assigned
      Patents ”
shall
      mean the patents, including inventions and registrations and applications
      assigned by Assignor to Assignee for sole use limited to the Field of Use
      identified in Exhibit
      A hereto.





1.3  “ Assignee’s
      Field of Use ”
or
      “ Field
      of Use ”
with
      regard to Assignee’s use of the Assigned Patents and use of the technology and
      intellectual property associated with the Assigned Patents shall mean only
      the
      uses within the areas of health described herein; specifically, the detection
      and identification of human and veterinary identification of Atypical
      Mycobacteria, Tuberculosis, Mycobacterium Avium Intracellulare (MAI),
      Mycobacteria, Paratuberculosis, Nocardia and Pseudomonas for disease
      identification, and antibiotic assaying ( but
      such
      assaying does not include antibiotic assaying when those antibiotics or
      compounds are derived from by-products obtained through growing microorganisms
      using Assignor's IP) for determining the antimicrobial agent sensitivity of
      microorganisms to ascertain which antibiotics are efficacious against
      microorganisms in the field of health which may lead to drug discoveries;
      and excludes
      any other uses, including any use reserved for the Assignor as specified in
      the Realm
      of Use or Assignor’s
      Use ,
      and
      excludes kits for any other uses, which uses or kits are reserved to Assignor,
      including but not limited to uses, kits, or bioreactors pertaining to
      bioremediation, apoptosis, nanotechnology, biomems, microfluidic devices, the
      production of hydrogen and the identification and growing of over 32 different
      paraffin-eating and non-paraffin eating microorganisms to collect any microbial
      by-products of any kind, including antibiotics (all of which fall under the
      Realm of Use of the Assignor). Further, the Assignee’s Field of Use does not
      include any industrial use of the Assigned Patents. Whereas
      the Assignee’s Field of Use and the Assignor’s Use both provide for certain uses
      within the area of health, the Assignee, with regard to Assignee’s
      use of the Assigned Patents and use of the technology and intellectual property
      associated with the Assigned ** Patents is
      limited to only the uses within the areas of health that are specified in the
      Assignee’s Field of Use.




2




1.4   “ Assignor
      Indemnified Parties ”
shall
      have the meaning set forth in Section 12.1.





1.5   “ Breach ”
shall
      mean any breach of, or any inaccuracy in, any representation or warranty or
      any
      breach of, or failure to perform or comply with, any covenant or obligation,
      in
      or of this Agreement or any other Contract, or any event which with the passing
      of time or the giving of notice, or both, would constitute such a breach,
      inaccuracy or failure.





1.6   “ Buffer
      Products ”
shall mean
      certain of Assignor's
      products utilizing Assignor's trade secrets, including "AFZ", the "Adaptor
      Buffer" and other formulas.




1.7   “ Calendar
      Quarter ”
shall
      mean each of the three-month periods ending March 31, June 30, September 30
      and
      December 31 in any given calendar year.




1.8   " Calendar
      Year "
      shall
      mean the 12-month period beginning January 1 and ending on December 31 in any
      given calendar year.




1.9   “ Contract ”
shall
      mean any written agreement, contract, lease, which is legally
      binding.





1.10  “ Encumbrance ”
shall
      mean any charge, claim, community or other marital property interest, condition,
      equitable interest, lien, option, pledge, security interest, mortgage, right
      of
      way, easement, encroachment, servitude, right of first option, right of first
      refusal or similar restriction, including any restriction on use, voting (in
      the
      case of any security or equity interest), transfer, receipt of income or
      exercise of any other attribute of ownership.





1.11  “ Force
      Majeure Event ”
shall
      have the meaning set forth in Section 17.8.





3





1.12  “ Governmental
      Body ”
shall
      mean any:





(a)  nation,
      state, county, city, town, borough, village, district or other
      jurisdiction;





(b)  federal,
      state, local, municipal, foreign or other government;





(c)  governmental
      or quasi-governmental authority of any nature (including any agency, branch,
      department, board, commission, court, tribunal or other entity exercising
      governmental or quasi-governmental powers);





(d)  multinational
      organization or body;





(e)  body
      exercising, or entitled or purporting to exercise, any administrative,
      executive, judicial, legislative, police, regulatory or taxing authority or
      power; or


(f)  official
      of any of the foregoing.





1.13  “ Gross
      Sales Price ”
means
      the greater of the gross sales price actually invoiced or collected by Assignee
      for Products sold by Assignee or any Affiliate of Assignee, less all returns
      and
      credits, of such gross sales price.




1.14  “Intellectual
      Property” or “IP” shall
      mean any and all copyrights, patents, patent applications, trademarks, or trade
      secrets protectable by law from which the party asserting ownership has the
      right to prevent others in its use, or require payment for its use.




1.15  “ Licensee ”
-
      an
      entity to whom a license has been granted





1.16  “ Party ”
and
      “ Parties ”
shall
      have the meaning set forth in the preface to this Agreement.





1.17  “ Person ”
-
      an
      individual, partnership, corporation, business trust, limited liability company,
      limited liability partnership, joint stock company, trust, unincorporated
      association, joint venture or other entity or a Governmental Body.





1.18  “ Realm
      of Use ”
or
      “ Assignor’s
      Use ”
with
      regard to the Assignor’s use of the Assigned Patents means the Assigned Patents
      and use of the technology and intellectual property associated with the Assigned
      Patents for all uses, including but not limited to (a) ** hydrogen
      production applications (b) augmenting growth of microorganisms to collect
      any
      microbial by-products, including but not limited to hydrogen, antibiotics,
      or
      any chemical synthesis (c) bioremediation (d) apoptosis (e) nanotechnology,
      (f)
      biomems for all uses, including but not limited to medical uses, (g)
      microfluidic devices for all uses, including but not limited to medical uses,
      and (h) ** identification
      and detection of over 32 different paraffin-eating and non-paraffin-eating
      microorganisms, other than for the identification of Atypical Mycobacteria,
      Tuberculosis, Mycobacterium Avium Intracellulare (MAI), Mycobacteria,
      Paratuberculosis, Nocardia and Pseudomonas for disease diagnosis (unless
      associated with biomems, microfluidic devices, or nanotechnology), (i) testing
      for antimicrobial agent sensitivity of microorganisms including but not limited
      to using such technology for controlling growth of undesirable microorganisms
      in
      a bioreactor and using such technology to test the efficacy of antibiotic
      compounds or other compounds which may be collected as by-products from using
      the Assigned Patents to identify and grow microorganisms, (j) any industrial
      use
      whatsoever; but excludes using the Assigned Patents and associated technology
      and intellectual property for (1) the detection and identification of human
      and
      veterinary identification of Atypical Mycobacteria, Tuberculosis, Mycobacterium
      Avium Intracellulare (MAI), Mycobacteria, Paratuberculosis, Nocardia and
      Pseudomonas for disease identification test kits (unless associated with
      biomems, microfluidic devices, or nanotechnology) and (2) selling test kits
      or
      providing diagnostic services in the field of health for determining the
      antimicrobial agent sensitivity of microorganisms to ascertain which antibiotics
      are efficacious against microorganisms in the field of health (unless associated
      with biomems, microfluidic devices, or nanotechnology). Whereas the Field of
      Use
      and the Realm of Use both provide for certain uses within the area of health,
      the Assignee, with regard to the Assigned Patents and all technology and
      intellectual property associated with the Assigned Patents is limited to only
      the uses within the areas of health that are specified in the Field of
      Use.




4




1.19  “ Representative ”
-
      with
      respect to a particular Person, any director, officer, manager, employee, agent,
      consultant, advisor, accountant, financial advisor, legal counsel or other
      representative of that Person.




1.20  “ Sublicense ”
means
      a
      license giving rights of production or marketing of products or services, given
      by the Licensee to a person or company that is not the primary holder of such
      rights, which comprise rights to licensed patents, licensed technology and/or
      licensed products and a “Sublicensee” shall mean any person, company or other
      legal entity other than Licensee who has been granted by Licensee the rights
      to
      licensed patents, licensed technology and/or licensed products to make, use
      or
      sell the licensed product or licensed technology.





**2** . **Commencement
      Date and Term** **.**





2.1  This
      Agreement shall be effective when all of the requirements and conditions
      provided under Section 17.15 Closing
      of Agreement and Conditions Thereto are met
      in which event, this Agreement shall be effective as of the date recited on
      page
      one  as
      the
      Commencement Date of the Agreement as long as the Agreement has been agreed
      upon
      and executed by the Parties.





**3.** **Sale********and
      Transfer of Patents**




3.1
      Assignor shall transfer and assign to Assignee all of Assignor’s right, title
      and interest to and any and all patent ownership interest Assignor may have
      throughout the world, limited to the United States and those countries for
      which
      Assignor has obtained patent protection, which is further limited to unexpired
      letters patent which have not been held invalid or unenforceable by a court
      of
      competent jurisdiction from which no appeal can be taken or has been taken
      within the required time period, in and to the eleven Assigned Patents
      identified in Exhibit A limited to use by Assignee within Assignee’s
      Field of Use herein
      referred to collectively as the “Assets.”




5




3.2  Assignee
      shall be solely responsible for all actions and all costs whatsoever, including
      attorney’s fees, arising after the Commencement Date and associated with the
      perfection of rights, title, and interest in and to the Assigned Patents.




3.3  Assignee
      shall be solely responsible for all actions and all costs whatsoever, including
      attorney’s fees, arising after the Commencement Date and associated with the
      continuous prosecution and the maintenance and enforcement of the Assigned
      Patents, and Assignor shall have no obligation to pay any maintenance fees
      which
      become due for the Assigned Patents after the Commencement Date.




3.4  At
      the
      request and cost of the Assignee the Assignor shall assist the prosecution
      of
      any pending Assigned Patents application (“Application”) to grant and will
      execute all such documents and do all such acts as may be necessary or proper
      to
      obtain the acceptance of the Application and for procuring the grant of a Patent
      pursuant to Application. In the event that a foreign patent office or any other
      competent government or administrative authority sends to either party an
      objection, a query, or a request demanding further information, clarification
      or
      explanation, the Assignor shall render to the Assignee all information and
      assistance within its power with a view to satisfying the State Intellectual
      Property Office or any other competent authority that a patent shall issue
      substantially in the form applied for.





3.5  In
      the
      event that the validity of the Assigned Patents and/or any patent granted
      pursuant to the Application is challenged on any point upon which the Assignor
      has or can procure information or advice which may assist in meeting and
      defeating or reducing the effect of such challenge, the Assignor agrees and/or
      undertakes to supply or procure the supply of such information and/or advice
      without unreasonable delay but subject to the right to charge the Assignee
      out-of-pocket expenses properly and reasonably incurred in pursuance of this
      provision.





3.6  Upon
      Assignee’s request, Assignor shall provide to Assignee copies of all reasonably
      related research, documents, and notes possessed by Assignor, including, but
      not
      limited to, the findings of Dr. Paul Hyman of Ohio State University. Assignee
      shall keep such information confidential as provided in Article 16 and elsewhere
      in this agreement.




6




**4.** **License**




4.1  Subject
      to the terms and conditions set forth in this Agreement, Assignee hereby grants
      to Assignor an irrevocable, royalty-free, worldwide, exclusive license to the
      Assigned Patents solely within the Realm of Use, to practice, make and use
      the
      inventions, ideas and information embodied therein, and to make, use, offer
      to
      sell, sell, sublease, lease or import products, services, processes, methods
      and
      materials embodying or deriving from the inventions, ideas and information
      from
      the Assigned Patents solely in the Realm of Use subsequent to the Closing Date.
      As to any particular Assigned Patents, the term of such license shall continue
      for the period of validity for such Assigned Patents.




4.2  A ll
      improvements and enhancements to the Assigned Patents outside of the Field
      of
      Use or within the Realm of Use made, developed, created, invented or discovered
      by Assignee, Assignor, Assignor Affiliates, Assignee Affiliates, and/or any
      Licensee or Sublicensee shall belong to Assignor and/or Assignor
      designates.





4.3.  Assignee
      hereby acknowledges and agrees that it shall, and shall cause its Affiliates
      to,
      execute or deliver any further instruments, information, explanations or
      documents and take all such further action as may be necessary to grant to
      Assignor the royalty-free licenses hereunder, to enable Assignor to practice,
      make and use the invention, technology or ideas covered by the Assigned Patents,
      limited to the Realm of Use, under the license in this Agreement, and for
      Assignor to fully enjoy all of the rights and benefits to, the Assigned Patents
      as provided in Article 4 of this Agreement, subject in each case to the
      limitations herein described.





**5.**  **Consideration** **.**




5 .1  Assignee
      agrees that at the closing of this Agreement, Assignee will pay the following
      to
      the Assignor in consideration for the transfer to Assignee of the Assets
      outlined in Exhibit A as stated in the Patent Assignment Agreement:




(a)
      4,593,170 shares of capital stock of Nanologix, Inc./Infectech,
      Inc.




(b)
      options on 1,000,000 shares of Nutra Pharma common stock as described in
      5.2.




5.2  The
      options granted by Assignee to Assignor in Section 5.1(b) shall grant Assignor
      the right to purchase 1,000,000 shares of Nanologix common stock at a price
      of
      $0.20 per share and shall expire five (5) years from the date of this agreement.
      Assignee shall, for a period of eighteen (18) months following this agreement,
      have the right to buy back any unexercised options from Assignor at a price
      of
      $1.00 per share.





5.3  Assignee
      further agrees to pay Assignor a Royalty Fee which shall be equal to the greater
      of (a) the Minimum Royalty Fee, as described in Section 5.4, or (b) six percent
      (6%) of the Gross Sales Price of all products and/or services sold by Assignee
      or any of its Affiliates based upon, directly or indirectly, the Assigned
      Patents, and/or any direct or indirect utilization of the Assets, or Assignor’s
      IP within the Field of Use during the Term, and upon any products or services
      sold by the Assignee within the Field of Use that are the result of the
      improvement on or development of additional Intellectual Property developed
      by
      the Assignee based upon the Assigned Patents, the Assets, or Assignor’s IP,
      within the Field of Use, including all products sold within the Field of Use
      that include modifications, additions, enhancements and improvements to the
      Assigned Patents, the Assets, or Assignor’s IP.




7




5.4  Assignee
      shall pay to Assignor a Minimum Royalty Fee of $20,000 in the first calendar
      year, $20,000 in the second calendar year, $40,000 in the third calendar year,
      $80,000 in the fourth calendar year, and $160,000 in each calendar year after
      that, through the termination of this Agreement.




5.5  T he
      Royalty Fee for payments actually received (or discounted in the case of
      conditional contract sales and rentals) during each Calendar Quarter based
      upon
      invoiced sales will be paid to Assignor within sixty (60) days after the end
      of
      each Calendar Quarter, provided, however, that all Royalty Fees based upon
      any
      sales by a Licensee of Assignee or subcontractor (which also manufactures and
      assembles) shall accrue in the Calendar Quarter the licensing or sublicensing
      fees are received by Assignee, but shall accrue no later than the Calendar
      Quarter immediately subsequent to the Calendar Quarter in which the relevant
      sales were originally invoiced, regardless of whether Assignee has or has not
      received payments from its licensee or subcontractor.




5.6  Royalty
      Fee payments will be accompanied by account statements certified as accurate
      and
      complete by Assignee for each Calendar Quarter setting forth the amount of
      invoiced sales, payments received and credits in the aggregate and separately
      for each product by serial number to the extent possible. If Assignor has not
      received any Royalty Fees payment within thirty (30) days of the date it is
      due
      and payable, Assignor may serve Assignee notice providing Assignee thirty (30)
      days to correct such payment deficiency, with interest, or be considered in
      breach of this Agreement.




5.7  Information
      regarding t he
      gross
      revenues for all projects, uses and applications of Assignee shall be made
      available to the Assignor, with an indication made as to which utilized the
      Assigned Patents, the Assets, or Assignor’s IP. Assignor shall be entitled to,
      on reasonable notice to Assignee, examine the books and records of any and
      all
      sales of Assignee from time to time, and shall be entitled to an annual audit
      of
      said books and records, at the option and expense of Assignee. Assignor shall
      be
      provided with all information reasonably requested in order to verify the
      indication as to whether the Assigned Patents, the Assets, or Assignor’s IP was
      utilized or not as to all projects and all information regarding the details
      and
      supporting documentation of the revenues, projects, uses and applications.
      Assignee shall make a written certification in form and substance acceptable
      to
      Assignor, delivered on a monthly basis to the parties by the 15 th day of
      each month for the prior month’s uses, application and work of Assignor,
      summarizing the information, validating its accuracy and stating the amount
      of
      royalties due to Assignor.





8





5.8  Royalties
      to be Paid For License and Sublicenses. **** Assignee
      shall pay Assignor an amount equal to six percent (6%) of the Gross Sales Price
      of all products and/or services sold by anyone operating under a license or
      sublicense from Assignee based upon, directly or indirectly, the Assigned
      Patents, the Assets, or Assignor’s IP within the Field of Use. Assignee shall provide to Assignor the
      same information and access to all records, reports and data regarding sales
      resulting from Sublicenses as that set forth in Sections 5.6 and 5.7 and
      otherwise in this Agreement. Assignee shall make payment and written
      certification relating to all licenses, sublicenses and Royalty Fees in similar
      form and substance to the certification required in Sections 5.5, 5.6, and
      5.7.





**6.**  **Intellectual
      Property Assets** .





6.1  The
      term
“Intellectual Property Assets” means the Intellectual Property owned by
      Assignor  solely
      associated with the Assigned Patents listed in the attached Exhibit
      A  and
      to be
      used by the Assignee, solely and limited to uses specified in Assignee’s Field
      of Use, including but not limited to the following:





(i)
            the
                name “IdentiKit”;





(ii)
            all
                know-how, trade secrets, confidential or proprietary information,customer
                lists, technical information, solely associated with theAssigned
                Patents listed in the attached Exhibit A limited to within the Field
                of
                Use.





6.2  Intellectual
      Property owned by Assignor to be excluded from use under the Agreement by the
      Assignee, and to remain the property of Assignor after the closing includes
      but
      is not limited to the following:





(i)
            any
                use of the Assigned Patents within the Realm of Use.




(ii)
            all
                intellectual property described in the International License Agreement
                to
                be executed jointly with this Patent Transfer Agreement, including
                all
                intellectual property associated with Assignor’s Buffer
                Products.




****(iii)
            all
                rights of Assignor under this
                Agreement




**7.**  **Intellectual
      Property Rights.**




7.1  Assignee
      shall have the first right to file patent application(s) for any application
      of
      the patent(s) solely within the Field of Use in the United States or in
      countries other than the United States (including, without limitation, through
      the Patent Cooperation Treaty and/or the European Patent Office) and may, in
      its
      sole discretion, do so at Assignee’s sole cost and expense, for any applications
      of the patents, within the Field of Use. Assignee is
      excluded from filing patent application(s), provisional, pending patent(s),
      and
      continuation patent(s) for patents utilizing Assignor’s IP, unless solely
      limited to the Field of Use. Even if the aforementioned patent application(s)
      use Assignee’s IP and any of Assignee’s patents obtained through execution of
      the Patent Assignment Agreement, Assignee understands that Assignee cannot
      file
      the aforementioned patent application(s), claiming that they are based upon
      the
      assigned patent(s), unless the aforementioned application(s) are solely limited
      to the Field of Use.




9




7.2  Assignor
      will have the right to use any patent(s) issued therefrom, royalty-free, under
      the same conditions as set forth in Section 4.1 of this Agreement, for uses
      within the Realm of Use and Assignee is limited to uses within the Field of
      Use.
      Assignor shall cooperate with Assignee and timely provide to Assignee all
      reasonably necessary assistance requested by Assignee in connection with any
      such applications. Assignee, upon request by Assignor from time to time, shall
      keep Assignor apprised of the status of all such applications, any pending
      patent applications and patents issued therefrom.





**8.**  **Maintenance
      Costs of Assigned Patents.**




8.1 Assignee
      shall diligently prosecute and maintain the United States and foreign patents
      and patent applications comprising the Assigned Patents as listed in Exhibit
      A.
      Control over the prosecution of any patent application for the Assigned Patents
      shall remain vested with Assignee. Assignee shall promptly pay all patent
      maintenance fees, including attorney’s fees, on all patents assigned to Assignee
      under this Agreement. Assignee shall continue to pay such expenses for so long
      as and in the countries where the Assigned Patents remain in effect. Assignee
      shall pay all such expenses in full within thirty days of invoice. ****




8.2
      Under
      the provisions of Section 8.1, Assignee shall promptly provide Assignor with
      a
      copy of all related invoices and notices of pending patent maintenance and/or
      patent prosecution fees due within fifteen days of Assignee’s receipt of such
      invoice or notice.




8. 3
      Assignee’s obligation to underwrite and to pay patent costs for the Assigned
      Patents herein as specified in Section 8.1 of this Agreement shall continue
      for
      as long as specified in Section 8.1, provided, however, that Assignee may
      terminate its obligations with respect to any given patent application or patent
      assigned herein upon three (3) months written notice to Assignor. Assignor will
      use its best efforts during the three (3) month period to minimize any
      additional patent costs when such a notice is received from Assignee. Assignor
      may continue prosecution and/or maintenance of such application(s) or patent(s)
      at its sole discretion and expense; provided, however, that Assignee shall
      have
      no further right regarding such patent application or maintenance and the
      Assigned Patent(s) which will revert to Assignor, including the inventions
      or
      discoveries disclosed therein, even within the Field of Use, which will also
      revert to Assignor. In such an event of termination of Assignee’s obligations
      stipulated in Sections
      8.1 and 8.2, Assignee
      will expeditiously transfer the Patent Assignment(s) of the Assigned Patent(s)
      back to Assignor at time of notice of nonpayment by Assignee.




10





**9** . **Closing
      Location** **.**





9.1  Subject
      to the provisions of Section 17.15, Closing
      of Agreement and Conditions Thereto, the
      patent assignment in this Agreement (the “Closing”) will take place at the Law
      Offices of Randall S. Goulding & Associates at 3346 Commercial, Northbrook,
      IL 60062, commencing at 10:00 a.m. (local time) on _______________, 2006.





**10.** **No
      Representations or Warranties****.**




10.1  Except
      for the warranty of title to the patents issued by the United States Patent
      Office, Assignor makes no other representations or warranties, expressed or
      implied, with respect to the Assignor IP. A mong
      other things, Assignor disclaims any express or implied warranty:




(a)
      o f
      merchantability, of fitness for a particular purpose,




(b) 
      of non-infringement or




(c) 
      arising out of any course of dealing




Further,
      with respect to the Assigned Patents, Assignor makes no representations or
      warranties, expressed or implied, that such products and technology derived
      from
      the Assigned Patents can be used for other than Research Use Only by Assignee.
      “Research Use Only” means research that is not-for profit, internal research, or
      research that is for the purposes of evaluating use of the Products for
      commercial purposes.





**11.**   **No
      Joint Venture** .





11.1  The
      parties hereto acknowledge that nothing set forth in this Agreement nor the
      transactions contemplated herein shall constitute a joint venture, partnership,
      agency or any relationship other than Assignee as an assignee and Assignor
      as an
      assignor entitled to consideration as provided herein.





**12** .  **Indemnification** .




12.1 Assignee
      agrees to indemnify, and hold harmless Assignor, its officers, directors,
      employees, agents, successors and permitted assigns (singularly or collectively,
      the “Assignor Indemnified Parties”) from and against all liability, damage,
      loss, or expense (including reasonable attorneys’ fees and expenses of
      litigation) incurred by or imposed upon the Assignor Indemnified Parties or
      any
      one of them in connection with any claims, suits, actions, demands, or judgments
      arising out of or connected with this Agreement. Assignor will promptly notify
      Assignee of any claim and will cooperate with Assignee in the defense of the
      claim.  Assignee will, at its own expense, provide attorneys reasonably
      acceptable to Assignor to defend against any claim with respect to which
      Assignee has agreed to indemnify Assignor.  This indemnity will not be
      deemed excess coverage to any insurance or self-insurance Assignor may have
      covering a claim.  Assignee’s indemnity will not be limited by the amount
      of Assignor’s insurance .




11




12.2  Survival . 
      The provisions of this clause will survive termination of this
      Agreement.





**13.** **D** **ocuments** .




13.1  Assignor
      shall have caused the following documents to be delivered (or tendered subject
      only to Closing) to Assignee subject to Section
      17.15 **:**




(a)   Title
      to
      the Assigned Patents.




(b)  Such
      other documents as Assignee may reasonably request for the purpose
      of:




(i)
      evidencing the accuracy of any of Assignor’s representations and warranties
      subject to Article
      10 ;




(ii)
      otherwise facilitating the consummation of this Agreement .





13.2  Assignee
      shall have caused the documents and instruments required by this Agreement
      and
      the following documents to be delivered (or tendered subject only to Closing)
      to
      Assignor:





(a)
            the
                certificates representing the
                Shares;





(b)
            duly
                executed stock transfer powers, with signatures thereon guaranteedin
                a form satisfactory to Assignor’s transfer agent, to transfer the Shares
                toAssignor’s
                Treasury;





(c)
            such
                other documents as Assignor may reasonably request for the purpose
                of




(i)
            evidencing
                the accuracy of any representation or warranty ofAssignee,  (ii)
            evidencing
                the performance by Assignee of, or the compliance by Assignee with,
                any
                covenant or obligation required to be performed or complied with
                by
                Assignee.




12





**14** **.**  **Termination
      Events** **.**




14.1
      B y
      notice
      given prior to or at the Closing, this Agreement may be terminated as follows:





(a)  by
      Assignee if a material Breach of any provision of this Agreement or the
      International Licensing Agreement, executed concurrently with this Agreement,
      has been committed by Assignor and such Breach has not been waived by
      Assignee;





(b)  by
      Assignor if a material Breach of any provision of this Agreement or the
      International Licensing Agreement, executed concurrently with this Agreement,
      has been committed by Assignee and such Breach has not been waived by
      Assignor;





(c)  by
      Assignor if any condition in Article 13 has not been satisfied as of the date
      specified for Closing or if satisfaction of such a condition by such date is
      or
      becomes impossible (other than through the failure of Assignee to comply with
      its obligations under this Agreement), and Assignor has not waived such
      condition on or before such date;





(d)  by
      Assignee if any condition in Article 13 has not been satisfied as of the date
      specified for Closing or if satisfaction of such a condition by such date is
      or
      becomes impossible (other than through the failure of Assignor to comply with
      its obligations under this Agreement), and Assignee has not waived such
      condition on or before such date;





(e)  by
      mutual
      consent of Assignor and Assignee.





14.2  Assignor
      may terminate this Agreement upon Assignee’s material breach of this Agreement
      or the International Licensing
      Agreement, executed concurrently with this Agreement, that
      is
      not remedied within thirty (30) days after receipt of Assignor’s written notice
      of such breach;





14.3  Assignee
      may terminate this Agreement upon Assignor’s material breach of this Agreement
      or the International Licensing
      Agreement, executed concurrently with this Agreement, that is
      not remedied within thirty (30) days after Assignor’s receipt of written notice
      of such breach.




13





**15** . **E** **ffect
      of Termination** .





15.1  Each
      party’s right of termination is in addition to any other rights it may have
      under this Agreement or otherwise, and the exercise of such right of termination
      will not be an election of remedies. If this Agreement is terminated pursuant
      to Article
      14 ,
      all
      obligations of the parties under this Agreement will terminate, except that
      the
      obligations of the parties in Article
      15, Effect of Termination; and Article 12, Indemnification; will
      survive, provided, however, that, if this Agreement is terminated because of
      a
      Breach of this Agreement by the nonterminating party or because one or more
      of
      the conditions to the terminating party’s obligations under this Agreement is
      not satisfied as a result of the party’s failure to comply with its obligations
      under this Agreement, the terminating party’s right to pursue all legal remedies
      will survive such termination unimpaired.





15.2  Upon
      termination of this Agreement, all Assigned Patents and rights granted to
      Assignee under this Agreement will revert to Assignor free and clear of any
      lien, security interest or other encumbrance, and **** at
      Assignor's request to Assignee, Assignee and its Affiliates and Sublicensees
      must immediately comply with Assignor's request to cease the manufacture,
      assembly, distribution, sale, promotion, advertising and marketing of products
      utilizing the IP associated with the Assigned Patents, and further, if so
      requested by Assignor, provide a smooth transfer to Assignor of the
      manufacture, assembly, distribution, contracts, sale, promotion, advertising
      and
      marketing of products utilizing the IP associated with the Assigned
      Patents.





15.3  If
      this
      Agreement is rightfully terminated under Section 14.3, Assignee
      shall receive any unexercised options of Nutra Pharma common stock granted
      to
      Assignor in Section 5.2 as well as the number of shares of capital stock of
      Nanologix Inc./Infectech calculated
      as follows: the number of restricted shares equal in value as of the date of
      termination to the dollar value of the 4,593,170 shares as of the Commencement
      Date, reduced by the product of 1/10th of that total value times the number
      of
      whole years between the Commencement Date and the date of termination, but
      not
      to exceed 4,593,170 total restricted shares.





**16** .  **Confidentiality** **.**





16.1  Except
      as
      otherwise agreed in writing, Assignee shall not appropriate, use or disclose,
      directly or indirectly, for its own benefit or otherwise, any information,
      materials, trade secrets, documents, correspondence, or other tangible or
      intangible property ( the “Confidential Information”) of Assignor, to which it
      shall have obtained access hereunder or in contemplation of this Agreement,
      or
      which shall otherwise in any way shall relate to the Assignor IP or the subject
      matter of this Agreement, which has not been publicly disclosed prior thereto.
      Any of the aforesaid which is or comes into the possession of Assignee shall
      be
      held IN TRUST for Assignor and remain the sole and exclusive property of
      Assignor, subject to the rights of Assignee as provided herein.




14





16.2  Unless
      and until this Agreement is terminated, Assignor shall maintain as confidential
      any Confidential Information of the Assignor relating to any of the Assigned
      Patents solely in the Field of Use, but this stipulation expires upon expiration
      of the International License Agreement to be executed jointly with this
      Agreement.





16.3  The
      provisions of this Article  16
      shall
      survive the termination of this Agreement. Further, the parties agree that
      there
      do no exist adequate remedies at law for a violation of this Paragraph and
      therefore, in addition to monetary and other damages, which may be recovered
      for
      a breach hereof that Assignor shall be entitled to and may obtain injunctive
      and
      other equitable and extraordinary relief and remedies for any such
      breach.





16.4  Each
      Party acknowledges the confidential and proprietary nature of the Confidential
      Information of the disclosing Party and agrees that such Confidential
      Information (i) shall be kept confidential by the receiving Party; (ii) shall
      not be used for any reason or purpose other than to evaluate and consummate
      the
      Contemplated Transactions; and (iii) without limiting the foregoing, shall
      not
      be disclosed by the receiving Party to any Person, except in each case as
      otherwise expressly permitted by the terms of this Agreement or with the prior
      written consent of an authorized Representative of Assignor with respect to
      Confidential Information of Assignor or an authorized Representative of Assignee
      with respect to Confidential Information of Assignee.





16.5  If
      a
      Party becomes compelled in any Proceeding or is requested by a Governmental
      Body
      having regulatory jurisdiction over the Contemplated Transactions to make any
      disclosure that is prohibited or otherwise constrained by this Article, that
      Party shall provide the disclosing Party with prompt notice of such compulsion
      or request and compliance with the provisions of this Article
      16 will be
      waived for this purpose.





**17** . **General
      Provisions** .





17.1  **Notices** .
      Any
      notices or other communications required or permitted to be given or delivered
      under this Agreement shall be provided by email (provided that (i) the sender’s
      computer system is capable of retaining and does retain a record establishing
      that the email message was actually delivered to the recipient’s email server,
      and (ii) that such email is accompanied by a facsimile communication (not
      requiring telephonic voice confirmation)), or in writing (including facsimile
      communication), which shall be sufficiently given if delivered personally,
      mailed by certified first-class United States mail, postage prepaid, or sent
      via
      reputable overnight delivery courier or any other means for which a proof of
      delivery is provided. Notices shall be sent to a Party at its address as set
      forth below, or to such other address as has been designated by the other Party
      in accordance with this
      Section 17.1. Any
      notice by fax shall be deemed given when telephonic (voice) confirmation of
      receipt is received, and any other notices shall be deemed given on the date
      delivered or five (5) days after being placed in the mails as
      specified.




15




For
      Assignee:




Nutra
      Pharma Corp.


3473
      High
      Ridge Road


Boynton
      Beach, Florida 33426


Attention:
      President




and




Nutra
      Pharma Corp.


c/o
      Doherty & Company


11835
      Olympic Blvd., Suite 550 East


Los
      Angeles, California 90064


Attention:
      Michael Doherty




with
      a
      copy to:




Kaye
      Scholer LLP


1999
      Avenue of the Stars, Suite 1700


Los
      Angeles, California 90067


Attention:
      Barry L. Dastin




For
      Assignor:




NanoLogix,
      Inc.


87
      Stambaugh Avenue, Suite 2


Sharon,
      Pennsylvania 16146


Attention: David
      McClelland




with
      a
      copy to:




Atty
      Randall S. Goulding and Associates


3346
      Commercial


Northbrook,
      IL  60062


Phone: 
      847.291.7711


Fax: 
      253.736.0134




17.2  **Successors
      and Assigns** . This
      Agreement shall be binding on and enure to the benefit of the successors and
      assigns of both parties hereto and all persons or corporations succeeding to
      or
      acquiring the business now carried on by Assignor or Assignee.





16





17.3  **W** **aiver** .
      The
      waiver by either Party to insist upon strict compliance with this Agreement
      or
      to exercise any right or remedy hereunder shall not constitute a waiver of
      the
      right of said party to insist upon strict compliance with this Agreement or
      to
      exercise any rights or remedies provided herein at any other time or under
      the
      same or similar circumstances.




17.4  **Severability** .
      Should
      any term or provision of this Agreement be declared invalid or unenforceable
      in
      whole or in part by a court of competent jurisdiction, then this Agreement
      shall
      be construed and interpreted as if said term or provision were not included
      herein, however all other terms and provisions hereof shall remain valid and
      enforceable and the application of such invalid or unenforceable terms and
      provisions to parties unaffected by such determination to the fullest extent
      permitted by law.




17.5  **Governing
      Law; Jurisdiction and Venue** .
      The
      parties agree that this Agreement will be construed and enforced pursuant to
      the
      laws of the Commonwealth of Pennsylvania, and venue and jurisdiction will lie
      within said Commonwealth, subject to the arbitration provisions set forth
      herein, notwithstanding the principles of conflicts of laws.





17.6  **Arbitration** . The
      parties hereby agree that any dispute, claim or controversy arising out of
      the
      construction, interpretation or application of this Agreement and its provisions
      shall be decided by mandatory arbitration conducted under the Rules of the
      American Arbitration Association to be decided in Pittsburgh, Pennsylvania.
      Enforcement and collection of any award made hereunder, however, shall be
      available to the prevailing party in any court of competent jurisdiction.





17.7  **Counterparts** .
      This
      Agreement may be executed in one or more counterparts as the parties shall
      deem
      desirable, each of which shall be deemed an original, but all of which shall
      constitute the same instrument, however, in any action to enforce or with regard
      to this Agreement, it shall not be necessary to produce all such
      counterparts.





17.8  **Force
      Majeure** .
      Neither
      Party shall be liable for any default or delay in the performance of its
      obligations hereunder to the extent such default or delay is caused, directly
      or
      indirectly, by fire, flood, earthquake, elements of nature, or Acts of God;
      acts
      of war, terrorism, riots, civil disorders, rebellions, or revolutions; strikes,
      lockouts, or labor difficulties; or any other similar cause beyond the
      reasonable control of such Party (a “ Force
      Majeure Event ”).
      These
      delays shall not constitute a breach of this Agreement and the non-performing
      Party will be excused from any further performance or observance to the
      obligations so affected by the Force Majeure Event for as long as the Force
      Majeure Event exists and such Party continues to use its best efforts to
      recommence performance or observance whenever and to whatever extent possible
      without delay. Any Party so delayed in its performance will immediately notify
      the other Party by telephone (confirmed in writing within two (2) business
      days
      of the inception of such delay).





17.9  **Further
      Assurances** .
      Each
      Party hereto agrees to cooperate with the other to execute any and all documents
      or instruments, or to obtain any consents, in order to assign, transfer,
      perfect, record, maintain, enforce or otherwise carry out the intent and
      purposes of the terms of this Agreement.




17





17.10  **Entire
      Agreement; Headings** .
      This
      Agreement, including
      all exhibits and/or schedules attached hereto ,
      together with the International License Agreement completely and exclusively
      states the agreement of the Parties regarding its subject matter. It supersedes,
      and its terms govern, all prior or contemporaneous proposals, agreements or
      other communications between the Parties, oral or written, regarding such
      subject matter. Titles and captions are used for convenience of reference only
      and do not constitute a part of the Agreement or limit, expand or construe
      its
      terms. This Agreement will not be modified except by a subsequently dated
      written amendment signed on behalf of each Party by its duly authorized
      Representatives.





17.11  **Principles
      of Construction** .
      All
      references to this Agreement shall be deemed to include the exhibits, schedules
      and other attachments. All references to sections are to the sections herein
      and
      all references to exhibits and/or schedules, are to the exhibits and/or
      schedules which are attached hereto and made a part hereof, as if fully set
      forth herein. The words “ hereof ,”
      “ herein ”
and
      “ hereunder ”
and
      words of similar import when used in this Agreement shall refer to this
      Agreement as a whole and not to any particular provision of this
      Agreement.





17.12  **Negotiation
      and Drafting** .
      The
      Parties have participated jointly in the negotiation and drafting of this
      Agreement. In the event an ambiguity or question of intent or interpretation
      arises, this Agreement (and any applicable or relevant provision) shall be
      construed as if jointly drafted by the Parties, and no presumption or burden
      of
      proof shall arise favoring or disfavoring any one Party by virtue of the
      authorship of any of the provisions of this Agreement.





17.13  **Use
      of Marks** .
      Assignor may not use any trademarks of Assignee or its Affiliates without the
      prior express written permission of Assignee. Assignee may not use any
      trademarks of Assignor without the prior express written permission of Assignor
      or unless usage of such specific trademark is granted in this Agreement or
      in
      the International License Agreement which must be jointly executed with this
      Agreement.





17.14  **Assignee
      Due Diligence** .
      Assignee has had full disclosure and had opportunity to do due diligence to
      the
      extent it determined to be necessary and reasonable in regard to the Assignor’s
      patent base, products, technology, and business. Assignee is familiar with
      Assignor’s efforts and difficulties concerning said business and Assignee
      acknowledged that Assignor had made no representation as to the operation of
      said business other than is contained herein.





Assignee
      acknowledges that Assignor shall have no liability in regard to Assignee's
      success or failure of the anticipated sales contemplated by Assignee in
      utilizing the Assigned Patents under the Agreement.





18


17.15  **Closing
      of Agreement and Conditions Thereto** . This
      Agreement becoming binding and effective by the Parties is subject to final
      approval by a majority vote by the Assignor’s Board of Directors. At
      the
      option of either party, this Agreement may be declared null and void if not
      ratified by a majority of shareholders within ninety after closing .
      Further, this Agreement will not be binding upon the Parties until it has been
      signed below on behalf of each Party, the corresponding International License
      Agreement has also been signed on behalf of each Party and is effective, and
      transfer of ownership shall have been made by Assignee of 4,593,170 shares of capital stock of Nanologix, Inc./Infectech, Inc to the
      Assignor. These aforementioned provisions in accordance
      with Section 17.15 being
      met, this Agreement shall be effective as of the date recited on page one.
      However, if any of the stipulations specified herein in Section
      17.15 are not
      met within 60 (sixty) days of the Parties signing this Agreement, this Agreement
      will be declared null and void without penalty to either Party. Signatures
      of the parties transmitted by facsimile shall be deemed to be their original
      signatures for all purposes.




17.16  **Amendment
      of Agreement** .
      None of
      the terms, conditions or provisions of this Agreement shall be held to have
      been
      changed, waived, varied, modified or altered by any act or knowledge of either
      party hereto, their respective agents servants or employees unless done so
      in
      writing signed by both parties hereto.





17.17  **Bankruptcy** **.** All rights granted to Assignee and Assignor under or pursuant to this Agreement,
      under any section of this Agreement, are and shall otherwise be deemed to
      be rights to “intellectual property” as defined in the Bankruptcy Code. The
      Parties agree that Assignee, as the purchaser of such rights under this
      Agreement, shall retain and may fully exercise all of its rights limited to
      the
      Field of Use, as defined in this Agreement, under the Bankruptcy Code, and
      that
      Assignor shall retain all of its rights limited to the Realm of Use under the
      Bankruptcy Code. Further, the Parties agree that, in the event of the
      commencement of bankruptcy proceedings by or against Assignor or Assignee under
      the Bankruptcy Code, Assignee shall be entitled to retain all of its rights
      under Section 3.1 of this Agreement and Assignor shall be entitled to retain
      all
      of its rights granted under Article 4 of this Agreement .





17.18 **** **Public
      Statements** **.**  The
      Parties shall, in good faith, coordinate with each other before issuing any
      press release or otherwise making any public statements with respect to this
      Agreement or the transactions contemplated by this Agreement.  Said
      coordination shall consist of 24 hours prior notice to all Parties of all press
      releases or public statements related, directly or indirectly, to this
      Agreement, or
      which
      mentions the other Party, except where the time period includes a Saturday
      or
      Sunday, in which case the time period shall be extended to 48 hours. 
Further, the Parties agree to work in mutual cooperation, and to consider,
      in
      good faith, the responses of the other Party, with respect to the language
      and timing of the statements.





17.19  **Expenses** .
      E xcept
      as
      otherwise provided in this Agreement, each party to this Agreement will bear
      its
      respective fees and expenses incurred in connection with the preparation,
      negotiation, execution and performance of this Agreement and the Contemplated
      Transactions, including all fees and expense of its Representatives.




19





17.20  **Waiver;
      Remedies Cumulative** .
      T he
      rights
      and remedies of the parties to this Agreement are cumulative and not
      alternative. Neither any failure nor any delay by any party in exercising any
      right, power or privilege under this Agreement or any of the documents referred
      to in this Agreement will operate as a waiver of such right, power or privilege,
      and no single or partial exercise of any such right, power or privilege will
      preclude any other or further exercise of such right, power or privilege or
      the
      exercise of any other right, power or privilege. To the maximum extent permitted
      by applicable law, (a) no claim or right arising out of this Agreement or any
      of
      the documents referred to in this Agreement can be discharged by one party,
      in
      whole or in part, by a waiver or renunciation of the claim or right unless
      in
      writing signed by the other party; (b) no waiver that may be given by a party
      will be applicable except in the specific instance for which it is given; and
      (c) no notice to or demand on one party will be deemed to be a waiver of any
      obligation of that party or of the right of the party giving such notice or
      demand to take further action without notice or demand as provided in this
      Agreement or the documents referred to in this Agreement.





17.21  **Entire
      Understanding** .
      T his
      Agreement embodies the entire understanding of the parties and shall supersede
      all previous communications, representations or understandings, either oral
      or
      written, between the parties relating to the subject matter
      hereof


IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      written above.





Assignee:
              
              NUTRA
                PHARMA CORP.
              
              By:
              
              Name:
              
              Title:Assignor:
              
              NANOLOGIX,
                INC.
              
              By:
                
                Name:
                
                Title:





20


EXHIBIT
      A





**Assigned
      Patents**





Assigned
      Patents.





**Patent
                #**
            
            **Patent
                Description**#5,989,902
            
            Method
                for determining the antimicrobial agent sensitivity of a
                nonparaffinophilic hydrophobic microorganism and an associated apparatus#5,981,210
            
            Method
                for determining a presence or absence of a nonparaffinophilic hydrophobic
                microorganism in a body specimen by using a DNA extraction procedure
                and a
                novel DNA extraction procedure#5,935,806
            
            Method
                and apparatus for speciating and identifying MAI (Mycobacterium Avium
                Intracellulare) and testing the same for antibiotic sensitivity#5,882,920
            
            Apparatus
                for determining the presence or absence of a paraffinophilic microorganism#5,854,014
            
            Apparatus
                for testing paraffinophilic microorganisms for antimicrobial sensitivity#5,846,760
            
            Method
                for determining a presence or absence of a nonparaffinophilic hydrophobic
                microorganism in a body specimen and an associated kit#5,776,722
            
            Method
                of testing a body specimen taken from a patient for the presence
                or
                absence of a microorganism a further associated method and associated
                apparatus#5,569,592
            
            Apparatus
                for testing MAI (Mycobacterium Avium Intracellulare) for antimicrobial
                agent sensitivity#5,472,877
            
            Apparatus
                for determining the presence or absence of MAI (Mycobacterium Avium
                Intracellulare)#5,316,918
            
            Method
                and apparatus for testing MAI (Mycobacterium Avium Intracellulare)
                for
                antimicrobial agent sensitivity#5,153,119
            
            Method
                for speciating and identifying MAI (Mycobacterium Avium Intracellulare)





21