(b) Consideration: In consideration therefore, upon signing this agreementBNAL shall pay Licensors $1.00 U.S.  (c) Royalty: In addition to the above consideration, BNAL shall pay Licensorsa Royalty equal to $1.00 for each dry ton of biomass produced using the Technologywhere the biomass is used for the production of energy products. BNAL shall not berequired to pay a royalty if the biomass produced using the Technology is used forresearch or testing purposes. Within thirty days prior to the first use of theTechnology by BNAL whereby a royalty shall be generated, BNAL and Licensors shallagree in writing as to a commercially reasonable method for determining the amount ofbiomass derived using the Technology; provided that if at such time the parties havenot made such determination, either party may submit the matter to arbitration inaccordance with Paragraph 16 of this Agreement and the determination of thearbitrator in such matter shall be final and binding on all parties hereto. BNALshall retain all records relating to the use of the Technology for the production ofbiomass for a period of three years. Licensors shall be entitled to inspect suchrecords at BNAL’s offices during regular office hours at any time during the term ofthis Agreement after five days written notice. If Licensors’ examination reveals adiscrepancy of ten percent or more on any payments owed Licensors hereunder and suchamount is agreed by the parties to be correct or ultimately determined to be correctby other means, BNAL shall be required to pay Licensors the costs of any examinationor proceedings necessary to discover and collect such discrepancy.    The Royalty payable hereunder shall be payable quarterly (based on calendarquarters) and shall be due and owing within thirty days after the end of eachsuch quarter during the term of this Agreement. The amount due hereunder may bepaid in cash or stock, which shall be determined by Licensors in their solediscretion. If Licensors desire to be paid in cash, Licensors shall so notifyBNAL in writing at least ten days prior to the end of the quarter in whichpayment is due. If no such notice is received, payment shall be in the form ofCommon Stock, $0.001 par value per share of BNAL, provided that at such timesuch Common Stock is publicly tradable on a recognized exchange, quotationsystem or over the counter market. The value of such stock for determining theamount due Licensors shall be the price obtained by the average daily closingprice for shares of such stock on the five days preceding the end of theapplicable quarter for which payment is due. If on the last day of the quarterfor which any payment hereunder is due, BNAL’s Common Stock is not publiclytradable on a recognized exchange, quotation system or over the counter market,BNAL shall be required to make payment for that quarter in cash.
 
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 (d) Enhancements. Each party shall own any and all improvements to theTechnology made at its expense and costs, however, each party agrees tolicense to the other party any enhancements it makes to the Technology. (Suchenhancements created by Licensors shall be subject to the terms of thisAgreement.) Such enhancements shall be delivered promptly upon theirdevelopment.  (e) Term and Termination. This Agreement shall be for the later of a term oftwenty one years from the date hereof or the date of expiration of the TechnologyPatents, including any extensions, modifications or amendments thereto, unlessterminated sooner by a party. Either BNAL or Licensors, as the case may be, mayterminate this Agreement upon breach by the other party of any covenant orrepresentation or warranty in this Agreement by providing sixty days notice if thebreaching party fails to cure such breach in the sixty day period after notice.Licensors may terminate this agreement in the event of the insolvency, bankruptcy, ordissolution of BNAL; BNAL’s failure or inability to commence construction of theCommercial Development within 2 years from the date hereof; or BNAL’s abandonment ofany reasonable efforts to exploit the Technology.**2. JOINT DEVELOPMENT.**Prior to the date of this Agreement, Noll and/or Biomass North Americacommenced discussions with Duke Energy, Inc. relating to a project whereby the Technology would beused to generate combustible biomass for the production of electricity on a commercial scale (the“Commercial Development”). To date no site has been selected for the Commercial Development,however a site owned and operated by an affiliate of Biomass North America located in Chicago,Illinois at                      (the “Proposed Site”) is currently being considered as the location for such.Licensors agree to provide BNAL with any and all contacts, data, correspondence or otherinformation relating to the Commercial Development and work together with BNAL to complete theCommercial Development consistent with the terms of this Agreement.**3. ENGINEERING SUPPORT/DEVELOPMENT PROCESS/EXTENSIONS.**The parties acknowledge and understand thatthe commercialization of the Technology is risky and they will encounter unforeseen obstacles. Thedescription of the projected development of the Technology in this Agreement is based on BNAL’scurrent engineering plans. If at any time, BNAL is in good faith working to meet its obligationshereunder, but is unable to do so because of delays in engineering, permitting, obtaininggovernmental approvals, construction or financing, and at such time is using commerciallyreasonable efforts to resolve such issues, then BNAL may extend its time for complying with itsobligation to commence the Commercial Development and release from the escrow the 4,000,000 sharesby an additional 180 days by issuing to Licensors an additional 100,000 shares of BNAL CommonStock, provided BNAL may do so only once during the term of this Agreement.
 
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In order to complete the development of the Technology, Noll will be required to provideengineering support to BNAL, for the Technology, including meeting with BNAL’s engineers, travelingto Golden, Colorado to assist BNAL in producing biomass, providing any and all current or futuretest results, engineering data, designs, chemical analyses and other information relating to theTechnology requested by BNAL or its engineers. Upon execution of thisAgreement, Noll shall provide any such information in his possession to BNAL. BNAL will pay thereasonable costs associated therewith, including the travel, meals and lodging. In addition, tofurther assist in the foregoing, upon obtaining the financing necessary to construct the CommercialDevelopment, Noll shall become a Consultant of BNAL for the remainder of the term of this Agreementsubject to BNAL’s payment of compensation acceptable to Noll. Noll and the BNAL shall enter into aConsulting Agreement, satisfactory to both parties, whereby Noll will be required to devote hisfull time consulting efforts to advise BNAL on the construction and operation of the CommercialDevelopment and any future construction and operation of plants undertaken by BNAL and BNAL shallpay Noll compensation for such services acceptable to Noll.**4. EXCLUSIVITY.**Licensors agree that during the term of this Agreement, Licensors will not grantto any third party any licenses to use the Technology, or any portion thereof anywhere in NorthAmerica; provided that if BNAL shall fail to commence construction of the Commercial Development orotherwise cause the shares held in escrow for Licensors to be released within eighteen months(subject to the 180 day extension for performance as set forth in paragraph 3 above), then thelicense granted hereunder shall become non-exclusive, provided all other terms shall continue toapply. Notwithstanding anything in this Agreement to the contrary, the parties agree that BiomassNorth America shall have an exclusive right of first refusal to provide waste hauling and plantmanagement services to CBT for any project using the Technology that is initiated within 100 milesfrom the City of Chicago, Illinois (the “Reserved Operating Area”), provided such services areoffered to CBT on commercially reasonable terms. CBT shall be required to notify Biomass NorthAmerica in writing at least thirty days prior to the time that it intends to solicit any request orenter into any contract for waste hauling or plant management services in the Reserved OperatingArea. If within the thirty days following such notice, Biomass North America indicates in writingthat it is capable and desires to perform all or part of such services and submits a writtenagreement to do so at commercially reasonable rates and on commercially reasonable terms given thethen-existing market conditions in Chicago, Illinois, CBT shall be required to accept suchagreements, provided that Biomass North America performs the services set forth therein inaccordance with the terms of such agreements.**5. WARRANTIES .**Except as set forth on Schedule 5 hereto, Licensors own all rights in and to theTechnology for the purposes set forth in this Agreement, free of any liens, claims, encumbrances orother restrictions that would impair BNAL’s rights under this Agreement. To the best of Licensors’knowledge, the Technology does not infringe the intellectual property rights of any third party.Licensors represent and warrant that as of the effective date of this Agreement they have receivedno notice that the Technology infringes any patent, copyright, trade secret or other intellectualproperty right (collectively “Intellectual Property Rights”) of any third party. Licensors havefull power and authority to grant BNAL the license set forth herein and has obtained the consent ofany and all parties required to enter into this Agreement. Licensors will immediately advise BNALof any such notice received in the future as it applies to Technology.
 
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**6. PATENT PROSECUTION.**Licensors shall be responsible for all costs associated with pursuing theTechnology Patents or prosecuting any parties infringing on the Technology. Licensor shall provideBNAL copies of all correspondence from and to the United Sates PatentOffice, or any other correspondence relating to the Technology Patents, to BNAL within threebusiness days of receipt by Licensors. Licensors shall use all commercially reasonable efforts toobtain a grant of the patent set forth in the Technology Patents from the United States Patent andTrademark Office. If Licensors fail to diligently prosecute the Technology Patents or to preventinfringement on the Technology Patents, BNAL may do so at its cost and expense after providingLicensors thirty days written notice of its intent to do so and failure of Licensors to comply withits obligations under this Section. If BNAL incurs expenses prosecuting or protecting theTechnology Patents after such notice, such expenses shall be deducted from future payments dueLicensors hereunder in an amount equal to the expenses incurred by BNAL.**7. CONFIDENTIAL INFORMATION.**The parties will keep confidential any information provided to it bythe other party that is proprietary to the other party and marked confidential; provided suchinformation shall not be considered proprietary once it is in the public domain by no fault of theother party. Such confidentiality will be maintained by the other party with the same care thatsuch party would use for its own confidential information, but