Filed by Automated Filing Services Inc. (604) 609-0244 - Reg U.S., Inc. - Patent License Agreement






DISTRIBUTOR AGREEMENT

THIS AGREEMENT made as of the _____day of ___________,
2005.

BETWEEN:


  
    
      
        
          REGI U.S., INC., an Oregon corporation, 

            Having an office at #1103, 11871 Horseshoe Way, 

            Richmond, B.C. Canada V7A 5H5 

          (hereinafter referred to as "Distributor")

        

      

    

  



OF THE FIRST PART 

AND: 


  
    
      
        
          ANUVU INCORPORATED, a California corporation
            

            Having an office at 3980 Research Drive 

            Sacramento, CA 95838 

          (hereinafter referred to as "Patent Holder")
          

        

      

    

  



OF THE SECOND PART

WITNESSETH

WHEREAS:

	 	A. 	PATENT HOLDER holds the sole and exclusive rights
        throughout the United States to the use of the Technology hereinafter
        described; 

	 	 	 
	 	B. 	PATENT HOLDER is a provider of services, systems
        and equipment to or for the benefit of the “Patent Holder’s
        Fuel Cell Technology”; 

	 	 	 
	 	C. 	DISTRIBUTOR has examined certain preliminary information
        of technical data provided to it by PATENT HOLDER concerning the Technology
        and wishes to obtain an exclusive distributorship for Canada and an option
        to purchase the same for Europe. 



NOW THEREFORE in consideration of the premises and the mutual
covenants, conditions and agreements hereinafter set out and other good and
valuable consideration not recited herein, the parties hereto agree as
follows:

Article I — Definitions

The following terms (except as otherwise expressly provided or
unless, the context otherwise requires) for all purposes of this Agreement shall
have the following respective meanings (it being understood that the terms
defined in this Agreement shall include in the singular number the plural, and
in the plural number the singular).

1.01      “Affiliate” shall
mean any corporation or other entity which either directly or indirectly
controls a party to this Agreement, is controlled by such party, or is under
common control with such party. As used here, the term “control” means
possession of the power to direct or cause the direction of the management and
policies of a corporation or other entity, whether through the ownership of
voting securities, by contract or otherwise.

1.02       “Agreement”
shall mean this Agreement, including all exhibits and schedules annexed to this
Agreement.

1.03       “Distributorship
Patents” “Patents” means the Patents described in Schedule “A” hereto and
all other patents and patent applications of all countries which contain claims
covering one or more features 

	Distributorship Agreement 	Page 1 of 11 






of the Technology and which are based on Inventions conceived,
  acquired or reduced to practice by or on behalf of PATENT HOLDER and includes
  any and all renewals, divisions, continuations, continuations-in-part, reissues,
  extensions, additions, corresponding international patent applications, and
  any and all future patent applications, and any and all future patent applications
  on patents issues in respect thereof. 

1.04       “Products”
  “Product” means any product, heretofore or hereafter existing, which
  utilizes, embodies or is based on the Patent Holder Fuel Cell Technology.

1.05       “Territory”
shall mean Canada and Europe (Europe to be defined as the member nations of the
European Union as of the date of this document).

1.06       “Invention”
means discoveries, concepts, and ideas, whether patentable or not, including but
not limited to processes, methods, formulae and techniques as well as
improvements thereto and extensions thereof.

1.07       “Know-how”
includes all technical information, trade secrets, procedures, composition,
processes, methods, practices, diagrams, drawings, specifications, blue-prints,
plans, materials, documents, manuals and data relating to the design,
manufacture, production, distribution and testing of a products or
Invention.

1.08       “Party” means
each of DISTRIBUTOR and PATENT HOLDER, and “Parties” means both DISTRIBUTOR and
PATENT HOLDER.

1.09       “Prototype”
means a fully functional prototype of a fuel cell prototype which utilizes and
embodies the Technology.

1.10       “Technology”
means the technology which is the subject of the Patents and all other
knowledge, Know-how and Inventions owned, controlled, developed or acquired by
or on behalf of PATENT HOLDER relating thereto, including without limitation the
composition, formulation, construction, characteristics, uses and physical
manifestations thereof.

Article II — Grant of Distributorship

2.01       Distributorship
Patents. Patent Holder hereby grants and agrees to grant Distributor and its
Affiliates, and Distributor and its Affiliates accept, an exclusive
distributorship, under the Distributorship in the Territory with the right to
grant subdistributorships, to use and sell the technology and to use, sell and
have sold the Products in the Territory. The distributorship shall include, but
not be limited to, all products and devices presently and in the future
conceived and developed by Patent Holder, as well as all improvements on
existing technology, devices and products for an payment in the amount of One
Hundred Thousand Dollars ($100,000.00) as defined in Article III, and an
additional payment on or before July 31, 2005 of One Hundred Thousand Dollars
($100,000.00), totaling Two Hundred Thousand Dollars ($200,000.00) as payment in
full for the Canadian Distributorship.

2.01(a) Patent Holder agrees to grant to Distributor an option
to an exclusive Distributorship Agreement for Europe as part of this Agreement
and Distributor may exercise a set option for the European Distributorship for
payments of Three Hundred Thousand Dollars ($300,000.00) of which One Hundred
and Fifty Thousand Dollars ($150,000.00) is to be paid within 90 days from the
date of this Agreement and the final payment of One Hundred and Fifty Thousand
Dollars ($150,000.00) is to be paid on or before November 30, 2005. Distributor
agrees to issue 200,000 treasury shares of REGI U.S., INC. upon confirmation of
acceptance of the European fuel cell technology patents contemplated to be
applied for in section 2.01 (b) .

2.01(b) Patent Holder agrees to use its best efforts to submit
  a patent application for Canada and Europe based on the current fuel cell technology
  claims set forth in claims of the U.S. Patents Pending held by the Patent Holder
  before the deadline date by the said Patent Office. Patents will be owned by
  Patent Holder 

	Distributorship Agreement 	Page 2 of 11 







and used exclusively in the Territory by the Distributor during
the term of this Agreement. Patent Holder and Distributor agree to file the
Canadian Patent Application on or before November 7, 2005.

2.01(c) Upon approval of Patent Holder’s Secured Lender, this
Agreement automatically converts into a license agreement: Patent Holder agrees
that upon Patent approval the distribution rights will be transferred into a
Patent License Agreement upon the written consent of Distributor. The terms and
conditions of the License Agreement will be mutually agreed upon in a new Patent
License Agreement. In addition, in the event the secured lenders’ note in the
amount of $3,500,000.00 is retired this Distribution Agreement automatically
converts to a Patent License Agreement.

2.01(d) Patent Holder agrees to issue two (2) warrants of Anuvu
to Distributor in consideration for each US$1.00 payment to Patent Holder,
pursuant to paragraph 2.01 and 2.01(a) of this Agreement, in additional
consideration for payments under this Agreement. Warrants to be issued within 60
days of the completion of the payments for each Distributorship. Each warrant
will entitle Distributor to purchase one (1) treasury share of Anuvu for US$0.01
for a period of one year from the date of payment.

2.01(e) Patent Holder agrees to build a working fuel cell model
prototype for Distributor for demonstration purposes in a vehicle in Canada. The
vehicle to be selected by consent of both Patent Holder and Distributor, to be
completed within 90 days of payment for the Canadian exclusive license.
Distributor to pay all costs associated with prototype including hardware,
labor, overhead, export duties and licensing fees. Costs to be agreed upon by
both parties before work is to commence. 

2.01(f) Upon approval of Patent Holder’s Secured Lender and
based on Distributor paying the license fees for one or more countries noted in
paragraph 2.01 and 2.01(a), Patent Holder will grant the sole and exclusive
right and license, for each country paid by Distributor, to use the Technology
for the purposes of manufacturing for the purposes of manufacturing products in
Canada, Europe and the sole and exclusive right to sell, sublicense and
distribute such products to the countries that Distributor make the agreed
payments to subject to a five percent (5%) net royalty. Patent Holder will
continue to develop the Technology for Distributor, on behalf of its customers
and contacts, under the license agreement for those countries for a period of
five (5) years, and renewable for an additional five (5) years based on the
election of Distributor.

2.01(g) Distributor will agree to pay for the patent
application costs and associated legal fees for Canada and Europe.

2.01(h) Patent Holder agrees that Distributor will have a 30
day first refusal to purchase Anuvu shares in event the additional shares to be
issued or purchased by Anuvu for any reason at the same price that any investor
may agree to pay/sell for the said shares for a period of 6 months.

2.01(i) Patent Holder will agree to work on the Rand CamTM
technology projects as required by Distributor, under a contract basis.

2.01(j) Transfer of Product from Patent Holder to Distributor
will occur by way of a purchase order being submitted by Distributor to Patent
Holder that will define prices, delivery dates, freight charges, taxes, tariffs,
export issues and payment terms. 

2.02       Trademarks.
Distributor and its Affiliates shall be free to sell products using the
Distributorship Patents, and shall be free to Register trademarks and tradenames
with respect to such products under any trademark selected or Registered by
Distributor or any of its Affiliates in any country in the Territory, and all
trademarks, tradenames, slogans, logos, trade dress and goodwill owned or
developed by Distributor or associated with the Distributorship Patents shall be
the sole and exclusive property of Distributor or its Affiliates.

2.03       Right of First
  Refusal on Technology. Upon approval of Patent Holder’s Secured Lender,
  Patent Holder hereby grants to Distributor and its Affiliates a right of first
  refusal to exclusively use, manufacture, develop, sell, market and distribute
  products based on new patents and applications for 

	Distributorship Agreement 	Page 3 of 11 







patents, improvements, technology, products, devices, know-how,
inventions, ideas, methods, processes and concepts, which are owned or developed
by Patent Holder and are not included in the Distributorship Patents (“New
Technology”) in consideration for 100,000 treasury shares of REGI U.S.,
INC.. At the time when Patent Holder develops any such New Technology, Patent
Holder shall offer to Distributor, in writing, the right to use, manufacture,
develop, sell, market, and distribute products based on such New Technology,
describing in sufficient detail the nature of such New Technology. Distributor
and Patent Holder shall discuss the offer, negotiating its terms in good faith,
and Patent Holder shall memorialize an offer to Distributor in writing based on
such discussions (“Offer”). From the date the Offer is received,
Distributor shall have sixty (60) days within which to accept the Offer which
acceptance shall also be in writing. If Distributor declines the Offer, Patent
Holder shall be free to solicit other interest in the New Technology proposed.
However, prior to licensing any such New Technology to a third party, Patent
Holder shall offer Distributor in writing the same terms and conditions on which
the proposed distributorship to the third party is based and Distributor shall
have thirty (30) days in which to meet the terms and conditions of such proposed
distributorship, which shall be done in writing.

Article Ill — Royalties

3.01       Royalties.
Distributor shall pay Patent Holder a royalty of five percent (5%) of the
Adjusted Gross Sales Price of any Products sold by Distributor or its Affiliates
for which Distributor receives payment (“Royalties”). “Adjusted Gross Sales
Price” shall mean the gross sales price of any Products sold less returns and
reasonable actual discounts or rebates.

3.02       Payment of
Royalties. Distributor shall pay Patent Holder the Royalties on the first
day of the first month of each calendar quarter during the Term.

3.03       Adjustment of
Royalties. Distributor shall have the right to decrease the Royalties
formula if (i) products similar to the Products have come to market in any
particular country of the Territory, and (ii) the total market share of all such
products, even if manufactured by different companies, which are similar to any
of the Products is thirty percent (30%) or more. The adjustment in the Royalties
formula shall be negotiated in good faith between Distributor and Patent Holder.
In the event no agreement is reached within ten (10) days after adjustment is
requested by Distributor, then the parties shall submit the issue of Royalties
formula adjustment, pursuant to this Paragraph 3.03, for final resolution to the
American Arbitration Association, in accordance with its Commercial Rules, whose
determination shall be final and binding on Distributor and Patent Holder.

3.04       Inspection.
Patent Holder shall be permitted at reasonable times, and upon at least three
(3) days prior written notice to Distributor, to inspect the books and records
of Distributor as such relate to sales of the Products for the purpose of
determining the accuracy of the Royalties paid to Patent Holder pursuant to this
Article III.

3.05       Conversion from
Distributor Agreement to License Agreement. Upon approval of Patent Holder’s
Secured Lender, this Agreement automatically converts into a License
Agreement.

Article IV — Product Development, Inspections and
Audits

4.01       Product
Development

	 	(a) 	Patent Holder shall have the responsibility for,
        and shall use its utmost best efforts is and entire human and economic
        resources exclusively for, developing commercially viable products and
        product prototypes using the Distributorship Patents (“Product
        Development”) improving the Distributorship Patents and developing
        new technology and new patents. The advance royalties will be used by
        Patent Holder for Product Development, including building a working fuel
        cell model prototype for Distributor. 





	Distributorship Agreement 	Page 4 of 11 








	 	(b) 	Distributor shall, market, use, sell and distribute
        the Products within the Territory. Upon conversion to a licensing agreement
        Distributor shall have the right to manufacture the Products within the
        Territory. Patent Holder shall disclose to Distributor all information
        concerning the Distributorship Patents and Products, and all information
        concerning Product Development as required by Distributor, including but
        not limited to proprietary engineering, design, clinical and technical
        data, methods, processes which is necessary for evaluation or production
        of the Products, whether presently within the knowledge and possession
        of Patent Holder and its employees or which comes within the knowledge
        and possession of Patent Holder and its employees in the future and during
        the Term of this Agreement. Patent Holder shall fully cooperate with Distributor,
        in the event Distributor elects to test any of the products and product
        prototypes developed by Patent Holder using the Distributorship Patents,
        including but not limited to Institutional Review Board testing and other
        formal and informal testing procedures. 

	 	 	 
	 	(c) 	Nothing in this Paragraph 5.01 shall preclude Distributor
        from using third parties under a subdistributorship or by contract to
        manufacture, market, and distribute the Products. 



4.02       Inspections
and Board Member.

	       	(a)       	Distributor shall
        have the right to have its representatives inspect and audit the Patent
        Holder facilities, premises, and books and records as reasonably required
        by Distributor. Patent Holder shall cooperate with Distributor fully in
        all such inspections and audits. 




	 	 	 
	 	(b) 	Patent Holder shall, within
        30 days of the date of this agreement, present to Distributor a voting
        agreement based on the approval of the Patent Holder’s shareholders
        which will give Distributor the right during the Term to designate one
        member of the Patent Holder Board of Directors to be voted by the shareholder’s
        by way of the voting agreement. 



Article V — Representations and Warranties

5.01      Representations and
Warranties of Patent Holder. Patent Holder hereby represents and warrants the
following to Distributor as of the date of this Agreement:

	 	(a) 	Patent Holder is a corporation duly organized, validly
        existing and in good standing under the laws of the State of California.
      

	 	 	 
	 	(b) 	Patent Holder has full corporate power and authority
        to enter into and perform this Agreement. The execution, delivery and
        performance of this Agreement by Patent Holder have been duly authorized
        by all requisite corporate action. A Board of Directors’ resolution
        approving the execution, delivery and performance of this Agreement is
        annexed to this Agreement as Exhibit B. 

	 	 	 
	 	(c) 	Patent Holder is the sole owner of all right, title
        and interest in and to the distributorship Patents, and Patent Holder
        has legal power, authority and right to grant the exclusive distributorship
        under the Distributorship Patents. 

	 	 	 
	 	(d) 	To Patent Holder’s knowledge, there are no patents
        owned by others and no other proprietary rights or property of others
        which would be infringed or misused by Distributor or its Affiliates or
        subdistributors as a result of their exercise of the rights in and to
        the Distributorship Patents and the products granted by this Agreement.
      

	 	 	 
	 	(e) 	There are no actions, suits, or claims pending against
        Patent Holder or its Affiliates in 





	Distributorship Agreement 	Page 5 of 11 








	 		any court or by or before any governmental body or
        agency with respect to the Distributorship Patents or Products, and to
        the best of Patent Holder’s knowledge, no such actions, suits or
        claims have been threatened against Patent Holder or its Affiliates other
        than those in Exhibit C (ASK Note). 

	 	 	 
	 	(f) 	Patent Holder has no knowledge of any infringement
        of the Distributorship Patents or knowledge of any claim or allegation,
        or any basis thereof, of patent infringement or misuse of any confidential
        information with regard to the Distributorship Patents or Products. 

	 	 	 
	 	(g) 	No other person or organization presently has any
        effective assignment, option, distributorship or subdistributorship under
        the Distributorship Patents or with respect to the manufacture, use or
        sale of the Products or other products using the Distributorship Patents
        with in the Territories. 

	 	 	 
	 	(h) 	The Distributorship Patents include all of the patents,
        applications for patents, improvements, technology, products, foreign
        counterparts and extensions thereof, know-how, inventions, ideas, concepts,
        methods and processes presently owned, used or developed by Patent Holder
        in the development of fuel cell technology. 

	 	 	 
	 	(i) 	Patent Holder’s facilities, equipment and operations
        are in material compliance with all applicable laws and regulations in
        the United States. Patent Holder holds all material distributorships,
        permits and other governmental authorizations necessary or required by
        Patent Holder to conduct its operations and business in the manner presently
        conducted in the United States. 



5.02      Representations and
Warranties of Distributor. Distributor hereby represents and warrants the
following to Patent Holder as of the date hereof:

	 	(a) 	Distributor is a corporation duly organized and validly
        existing under the laws of the State of Oregon. 

	 	 	 
	 	(b) 	Distributor has full corporate power and authority
        to enter into and perform this Agreement. The execution, delivery and
        performance of this Agreement by Distributor have been duly authorized
        by all requisite corporate action. 

	 	 	 
	 	(c) 	Distributor has the financial resources to make all
        payment in a timely manner based on the dates with in this document. 

	 	 	 
	 	(d) 	Distributor upon execution of this Agreement will
        actively engage in the distribution, marketing or manufacturing of other
        PEM Fuel Cell Stack technology. 



5.03      Survival. The
foregoing representations and warranties of the parties shall survive
termination or expiration of this Agreement.

Article VI — Indemnification

6.01      Patent Holder Indemnification.
  Patent Holder shall indemnify and hold Distributor harmless against any and
  all liabilities, damages, losses, costs, expenses, claims, suits, recoveries
  and judgments (including attorneys’ fees and expenses) of Distributor,
  its Affiliates or any third party resulting from or arising out of (i) a breach
  of Patent Holder of any of its obligations, covenants or agreements under this
  Agreement, (ii) the failure of any of the representations and warranties made
  by Patent Holder under this Agreement to be true and correct as of the date
  hereof, (iii) any act or omission on the part of Patent Holder or any of its
  employees or Affiliates or agents in the performance of this Agreement, and
  (iv) patent infringement claims relating to the Distributorship Patents, to
  the extent provided in Article VIII of this Agreement below.

	Distributorship Agreement 	Page 6 of 11 







Article VII — Patent Prosecution and Infringement

7.01      Prosecution. Patent
Holder shall keep Distributor currently advised of all steps taken or to be
taken in the prosecution of all applications for patents and improvements
included in the Distributorship Patents, and shall furnish Distributor with
copies of all such patent applications promptly after filing. Distributor shall
be responsible for all fees with respect to such patent applications and all
fees necessary for the maintenance of the Distributorship Patents in the
Territory. Patent Holder shall consult with Distributor with respect to the
prosecution of such patent applications or patents resulting therefrom.

 7.02      Infringement
Actions.

	         	(a)         	Distributor and
        Patent Holder shall each promptly notify the other following the discovery
        of any infringement of the Distributorship Patents or unauthorized use
        of the Products which may come to their attention. Patent Holder shall
        promptly make all efforts to obtain a discontinuance of the infringement
        and, if not successful, Patent Holder shall bring suit against the infringer.
      





	 	 	 
	             
         	(b)          
            	If Patent Holder
        falls to obtain a discontinuance of such infringement or unauthorized
        use and/or fails to bring an infringement suit within thirty (30) days
        after discovery of such infringement or unauthorized use (“Initial
        Period”), then Patent Holder shall give notice in writing to
        Distributor within fifteen (15) days following the Initial Period of such
        failure, and Distributor may, but is not required to, obtain a discontinuance
        of the alleged infringement or unauthorized use or bring an infringement
        suit. Any infringement suit brought by Distributor shall be in the name
        of Patent Holder or Distributor, or jointly in the name of Patent Holder
        and Distributor, as Distributor shall elect in its sole discretion, or
        as required by the law of the forum. 









	 	  	  
	             
             	(c)          
              	With respect to
        any suit for infringement of the Distributorship Patents or unauthorized
        use of the Products, the party that did not institute suit shall render
        all reasonable assistance to the party that did institute suit including,
        but not limited to, executing all documents as may be reasonably requested
        by the party that did institute suit. In the event Distributor institutes
        suit, Distributor shall be entitled to reimbursement from Patent Holder
        for all of its reasonable attorneys’ fees, costs and expenses, including
        the expenses   of any expert witnesses that may be retained (“Infringement
        Expenses”), which Patent Holder shall pay upon demand from Distributor,
        and Distributor may deduct such Infringement Expenses from any and all
        sums, including Royalties, which Distributor owes Patent Holder, on a
        first priority basis. 













7.03      Infringement of Third
Party Patents. Each party shall notify the other promptly in the event of
the receipt of notice of any action, suit or claim alleging infringement by the
manufacture, use or sale of the Products, or of any patent or proprietary right
held or alleged to be held by a third party. Patent Holder shall indemnify and
hold Distributor, its Affiliates and subdistributors, harmless from all damages,
losses, costs, expenses, claims, suits, recoveries and judgments (including
attorneys’ fees, expenses, costs and expert witness fees) related thereto. This
indemnification obligation shall survive the termination of this Agreement.

7.04      Offset. In the event
  it is necessary, in Distributor’s judgment, for Distributor to make royalty
  or other payments to a third party in order for Distributor to exercise or continue
  to exercise any rights granted to Distributor pursuant to the terms of this
  Agreement in relation to the Distributorship Patents and Products, Distributor
  shall be entitled to offset any amounts so paid to any third party against amounts
  due or which may become due to Patent Holder under this Agreement if Distributor
  give notice 

	Distributorship Agreement 	Page 7 of 11 







to Patent Holder of such third party claim 60 days before any
offset cost adjustments are made and Patent Holder has ability to make other
arrangements with third party.

Article VIII — Confidentiality

8.01      “Confidential Information”
means:

	     	(a)     	all written information (including
        information orally disclosed but promptly thereafter reduced to writing)
        that is marked as “Confidential” by a Party (in this section
        8.1, the “Discloser”); and 



	 	 	 
	           	(b)         	all information not generally
        known to the public, whether disclosed orally or in any tangible form
        (including magnetic or electronic), relating to any technology, products,
        processes and concepts created, developed or acquired by or on behalf
        of the Discloser or its affiliates, including but not limited to patents
        and patent applications, Inventions, Know-how, prototypes, samples, research
        and manufacturing processes; but shall not include information that: 






	 	 	 
	   	(c)   	is, or becomes generally know
        to the public, through no wrongful act of the other Party (in this Section
        8.1, the “Recipient”); 


	 	 	 
	     	(d)     	can be shown by documentation
        to have been rightfully received by the Recipient from a third party who
        is free to disclose it without obligation to the Discloser and who did
        not acquire such information by a wrongful act; or 



	 	 	 
	   	(e)   	can be shown by documentation
        to have been independently developed by the receiving Party without reference
        to any other Confidential Information. 




8.02      During the Term and for a
period of five (5) years thereafter, each of the parties and their respective
employees, agents, directors, officers, Affiliates and subdistributors shall
hold in confidence all confidential or proprietary information of the other
party disclosed hereunder (“Information”) except for and to the extent
that such Information (i) is or becomes generally available to the public
through no fault of the receiving party; (ii) can be demonstrated in writing to
have been known by the receiving party at the time of its disclosure by the
other party or is independently developed after the date of disclosure by the
receiving party without the application or use of the Information; (iii) becomes
known to the other party from a source other than the disclosing party without
breach of this Agreement by such party, provided, that such other source has the
lawful right to disclose such Information, or (iv) is disclosed pursuant to a
final, binding, nonappealable order or requirement of a court, administrative
agency or other government body.

8.03      Each Party acknowledges that
in the course of carrying out this Agreement, it may be provided with access to
and be entrusted with Confidential Information of the other Party, the
unauthorized disclosure of any of which to competitors of the other Party or to
the general public would be highly detrimental to the other Party, and each
Party further acknowledges and agrees that the right to maintain the
confidentiality of such information constitutes a proprietary right which the
other party is entitled to protect.

8.04      Each Party agrees to keep
  and use the Confidential Information of the other Party, howsoever obtained,
  strictly confidential at all times and shall not now or in the future, without
  the prior written consent of the other Party, disclose the other Party’s
  Confidential Information to any person or entity other than: 

	 	(a)	to such of its directors,
        officers, employees and professional advisors as shall have a need to
        know such Confidential Information in order to assist such Party in performing
        its obligations under this Agreement; or





	Distributorship Agreement 	Page 8 of 11 








	 	(b) 	to a person or entity pursuant to a judicial
        or regulatory process or other requirement of law; provided however that
        in such case, the legally compelled Party shall be obliged to promptly
        notify the other Party in writing prior to making any such disclosure,
        and shall in any event disclose only that portion of the other Party’s
        Confidential Information which is legally required to be disclosed and
        shall exercise all reasonable efforts to ensure that confidential treatment
        will be accorded such Confidential Information. 



8.05      Each Party agrees that it
will require all of its officers, employees or consultants who have or will be
granted access to Confidential Information to execute mutually acceptable
assignments of inventions agreements and mutually acceptable Confidentiality and
Non-Circumvention Agreements prior to being granted access to Confidential
Information.

8.06      Each Party agrees to take
all reasonable precautions to avoid disclosure or dissemination of the other
Party’s Confidential Information other than as permitted herein, and to limit
and control any copies, extracts or reproductions made of any such Confidential
Information, and shall otherwise safeguard such Confidential Information to the
same extent as it does its own secret information.

Article IX — Arbitration

9.01      Any dispute between the
parties in respect of any matter arising under this Agreement or in relation to
the construction hereof shall be submitted to arbitration and determined by a
single arbitrator appointed pursuant to the Rules of Commercial Arbitration
Association (the “Rules”) which arbitrator shall preside over the arbitration
and conduct it in accordance with the Act, determine all questions of procedure
not provided for under the Rules or herein, and render a decision which the
parties hereby agree shall be final and binding upon the parties; provided
however that not withstanding anything else herein contained:

	 	(a) 	it shall be a condition precedent to the right of
        either Party to submit any matter to arbitration, that such Party shall
        have given the other Party not less than ten (10) days’ prior notice
        of its intention to do so together with particulars of the matter in dispute;
      

	 	 	 
	 	(b) 	the arbitral venue shall be at the offices of the
        American Arbitration Association located in Los Angeles; 

	 	 	 
	 	(c) 	the arbitral award shall not grant any punitive,
        consequential, remote or incidental damages; and 

	 	 	 
	 	(d) 	the arbitral award shall be final, binding and conclusive.
      

	 	 	 
	 	(e) 	The substantially prevailing Party will be entitled
        to recover its reasonable costs incurred in connection with such action
        including attorneys’ fees and disbursements (valued at market rates
        for comparable services from private practitioners), costs of discovery
        and court costs. 



Article X — Miscellaneous

10.01     Governing Law. This
Agreement shall be covered by and construed in accordance with the laws of the
State of California other than provisions relating to conflicts of law provided,
however, that all questions concerning the construction or effect of any patent
applications or patents shall be decided in accordance with the laws of the
country or territory in question. Each party hereto submits to the jurisdiction
of the courts of the State of California, County of Sacramento, or to the United
States District Court in connection with any matter relating to this
Agreement.

10.02     Term of Agreement. This
  Agreement will be in full force and effect until such time as the Patents referred
  to herein and any extensions or derivatives thereof become eminent domain.

	Distributorship Agreement 	Page 9 of 11 







10.03     Entire Agreement. This
Agreement constitutes the entire understanding and agreement between the parties
hereto with respect to the Distributorship Patents, the Products and the other
matters contemplated or covered herein. This Agreement supersedes any and all
previous agreements, commitment and understandings, whether oral or written,
between the parties hereto. This Agreement may not be modified, amended or
supplemented except by way of a writing signed by a duly authorized
representative of each of the Parties hereto.

10.04     Assignment. This Agreement
shall not be assignable by either party without the prior written consent of the
other party.

10.05     Notices. Any notice,
request, instruction, report or other document to be given hereunder shall be
given in writing by hand delivery or by posting by certified or Registered mail,
postage prepaid, or by facsimile, receipt confirmed, as follows:

		To
      PATENT HOLDER:	Anuvu Incorporated 
		  	3980
      Research Drive 
		  	Sacramento, CA 95838 
		  	  
		 	Attention:                                                      
    
		  	  
		  	  
		To
      DISTRIBUTOR: 	REGI
      U.S., Inc. 
		  	1103 –
      11871 Horseshoe Way 
		  	Richmond, BC Canada V7A 5H5 
		  	  
		  	Attention: Mr. John Robertson, President



or to such other address as a party may specify by notice
hereunder.

10.06     Successors and Assigns.
This Agreement shall be binding upon, and shall inure to the benefit of, the
parties and their respective permitted successors, legal representatives and
assigns.

10.07     Severability. If and to
the extent that any court of competent jurisdiction holds any provision or part
of this Agreement to be invalid or unenforceable, such holding shall in no way
affect the Validity of the remainder of this Agreement.

10.08     Independent Contractors.
The relationship of the parties under this Agreement is that of independent
contractors. Neither party shall be deemed to be the agent of the other, and
neither is authorized to take any action binding upon the other.

10.09     Counterparts. This
Agreement may be executed in counterparts, each of which shall be deemed to be
an original and both together shall be deemed to be one and the same
Agreement.

10.10     Headings. All headings in
this Agreement are inserted for convenience of reference only and shall not
affect its meaning or interpretation.

10.11     Waivers. Any waiver of any
term or condition of or obligation under this Agreement must be set forth
explicitly in writing, signed by the waiving party. A waiver by either party of
any of the terms and conditions of or obligations of the other party under this
Agreement in any instance shall not be deemed or construed to be a waiver of
such term condition or obligation for the future.

10.12     Further Assurances. Patent
Holder and Distributor each agree on behalf of themselves and their respective
Affiliates and subdistributors to produce or execute such other documents or
agreements as may be necessary or desirable for the execution and implementation
of this Agreement and the consummation of the transactions contemplated
hereby.

10.13     Regulatory Approval. This
  Agreement shall be subject to any legally required regulatory approvals.

	Distributorship Agreement 	Page 10 of 11 







10.14     No Warranty. There is no
representations or warranties, express or implied, other than as expressly set
forth or referred to herein and, in particular, neither Party makes any
warranties to each other or any other person or entity, whether express, implied
or statutory, as to the description, quality, merchantability, completeness or
fitness for any purpose of any services or information provided hereunder or
described herein, or as to any other matter all of which warranties are hereby
excluded and specifically disclaimed.

10.15     Time of the Essence. The
Parties agree that time is of the essence of this Agreement and further agree
that should they fix new times for the performance of any of their obligations
hereunder such new times shall also be of the essence.

10.16     Amendments. No amendment,
modification, alteration or waiver of the terms of this Agreement shall be
binding unless the same shall be in writing dated subsequent to the date of this
Agreement and duly executed by the Parties.

10.17     Captions. The captions
appearing in this Agreement are inserted for convenience of reference only and
shall not effect the interpretation of this Agreement.

IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed by their duly authorized representatives as of the date
first written above.

	for Distributor: 	 	for Patent Holder: 
	 	 	 
	  	 	  
	By: 	 	By: 
	  	 	  
	 	 	 
	 	 	 
	Title 	 	Title 
	 	 	 
		By: 	 
    
		 	 Approval of Lender for Anuvu Incorporated 
	 	 	 
	 	 	 
	  	 	 Title 




	Distributorship Agreement 	Page 11 of 11