[Material
      marked with an asterisk has

                              been
      omitted from this document

                              pursuant
      to a request for confidential

                              treatment
      and has been filed separately

                              with
      the Securities and Exchange

                              Commission.]

                            


                    

                  

                

              

            

          

        

      

    

    


    DATED

    SEPTEMBER
15, 2010

    
      
 


    LA
SERENA TECHNOLOGIES LIMITED

     

    and

    


    SOCIEDAD
CONTRACTUAL MINERA WHITE

    MOUNTAIN
TITANIUM

     

      

    

     

    SUB-LICENSE
AGREEMENT

     

    
      
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    THIS
SUB-LICENSE is made on September 15,
2010 and takes effect as of the Effective Date (as defined below).

    


    BETWEEN:

    


    LA SERENA TECHNOLOGIES LIMITED,
having its registered office at Rooms 2201 – 03, 22nd Floor,
World-Wide House, 19 Des Voeux Road, Central, Hong Kong, hereinafter referred to
as the “Licensor”

     

    and

    


    SOCIEDAD
CONTRACTUAL MINERA WHITE MOUNTAIN TITANIUM, having its registered office
at Augusto Leguia 100, Oficina 812, Las Condes, Santiago, Chile, hereinafter
referred to as the “Sub-Licensee”

    


    RECITALS:

    


    
      	
              (A)

            	
              The
      Licensor is a private Hong Kong
company.

            


    

    


    
      	
              (B)

            	
              The
      Sub-Licensee is a wholly-owned Chilean subsidiary of White Mountain
      Titanium Corporation, a U.S. corporation formed under the laws of the
      State of Nevada (“WM
      Parent”), the common stock of which is traded in the
      over-the-counter market on the OTC Bulletin
  Board.

            


    

    


    
      	
              (C)

            	
              The
      Licensor has obtained from the Master Licensor the exclusive worldwide
      license for the technology relating to a process for the electrolytic
      extraction of titanium concentrate to produce sponge titanium metal
      (including certain Know-how, as defined in this Agreement) for the purpose
      of developing and commercialising such
  technology.

            


    

    


    
      	
              (D)

            	
              Licensor
      wishes to sub-license this technology for such purpose and is entering
      into this Agreement (1) for the purpose of sub-licensing the technology
      and obligations to the Sub-Licensee; and (2) for payment by Sub-Licensee
      of royalties and other sums to the Licensor in connection with the
      exploitation of the technology.

            


    

    


    
      	
              (E)

            	
              The
      Licensor has agreed to sub-license such technology to the Sub-Licensee
      solely for titanium metal located on the Sub-Licensee’s project in
      Chile.

            


    
 

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    
 

    IT IS AGREED as
follows:

    


    
      	
              1

            	
              DEFINITIONS

            


    

    


    
      	
              1.1

            	
              In
      this Agreement:

            


    

    


    
      	
               
      

            	
              (a)

            	
              “Associate”
      means in respect of either Party:

            


    

    


    
      	
               
      

            	
              (i)

            	
              any
      firm or body corporate in which, at the time in question, such Party
      directly or indirectly:

            


    

    owns more
than half the capital or half of the business assets (calculated by reference to
the values ascribed in the most recent audited accounts available at that time);
or

    


    has the
power to exercise more than half the voting rights; or

    


    has the
power to appoint more than half the members of the supervisory board, board of
directors or bodies legally representing such firm or body corporate;
or

    


    has the
right to manage the business of such firm or body corporate;

    


    
      	
               
      

            	
              (ii)

            	
              any
      person, firm or body corporate which, at the time in question, directly or
      indirectly has in or over such Party the rights or powers listed above (a
      “controller”); and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              any
      firm or body corporate in which, at the time in question, a controller
      directly or indirectly has the rights or powers listed
    above;

            


    

    


    
      	
               
      

            	
              (b)

            	
              “Calendar Quarter” means
      a period of three (3) consecutive calendar months starting from the
      Effective Date but, if the Effective Date falls on a date other than the
      first day of a calendar month, then the first “Calendar Quarter” shall
      be the period starting on the Effective Date and ending on the last day of
      the second calendar month falling consecutively after the calendar month
      in which the Effective Date falls, and subsequent “Calendar Quarters” shall
      be identified accordingly.

            


    

    


    
      	
               
      

            	
              (c)

            	
              “Change
      of Control” means:

            


    

    


    
      	
               
      

            	
              (i)

            	
              as
      a result of a transaction or arrangement effected after the Effective
      Date, any “person” (as such term is used in Sections 13(d) and 14(d) of
      the U.S. Securities Exchange Act of 1934, as amended (the “Exchange
      Act”)), other than a trustee or other fiduciary holding securities of the
      Sub-Licensee under an employee benefit plan of the Sub-Licensee, becomes
      the “beneficial owner” (as defined in Rule 13d-3 promulgated under the
      Exchange Act), directly or indirectly, of securities of the Sub-Licensee,
      or the WM Parent or any other Associate standing from time-to-time between
      the Sub-Licensee and the WM Parent (collectively “Group”) representing 15%
      or more of (A) the outstanding shares of common stock of any member of the
      Group; or (B) the combined voting power of the then-outstanding securities
      of any member of the Group;

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    
 

    
      	
               
      

            	
              (ii)

            	
              as
      a result of a transaction or arrangement effected after the Effective
      Date, any two or more persons (with “person” as defined above and subject
      to the trustee/fiduciary exception above) intentionally acting together;
      or, acting with the intention or effect that they will or
    do:

            


    

    
      	
               
      

            	
              a.

            	
              combine
      their voting and other activity in relation to any member of the Group to
      the effect that such combination controls, directly or indirectly,
      securities of such Group Member representing 15% or more of (A) the
      outstanding shares of common stock of such Group member, or (B) the
      combined voting power of the then-outstanding securities of such Group
      member; or,

            


    

    
      	
               
      

            	
              b.

            	
              collectively,
      become the “beneficial owners” (as defined above), directly or indirectly,
      of securities of such Group Member representing 15% or more of (A) the
      outstanding shares of common stock of such Group member, or (B) the
      combined voting power of the then-outstanding securities of such Group
      member;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              any
      member of the Group is subject to a merger or consolidation, or series of
      related transactions (“Event”), which results in the voting securities of
      the Group member outstanding immediately prior to the Event ceasing to
      represent at least thirty (30%) percent of the combined voting power of
      the voting securities of such Group member or any surviving or other
      entity outstanding immediately after the
Event;

            


    

    


    
      	
               
      

            	
              (iv)

            	
              the
      sale or disposition of the legal or beneficial title to all, or
      substantially all, of the assets of the Group; or, consummation of any
      transaction, or series of related transactions, having the same or similar
      effect;

            


    

    


    
      	
               
      

            	
              (v)

            	
              there
      occurs a change in the composition of the Board of Directors of the
      Sub-Licensee or any other member of the Group within a two-year period
      from the Effective Date, as a result of which and after such change, fewer
      than a majority of the directors of such entity are the same as the
      incumbent directors as at the Effective
Date;

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (vi)

            	
              the
      dissolution or liquidation of the Sub-Licensee or any other member of the
      Group; or,

            


    

    


    
      	
               
      

            	
              (vii)

            	
              any
      transaction or series of related transactions that has the substantial
      effect of any one or more of the
foregoing.

            


    

    


    
      	
               
      

            	
              (d)

            	
              “Effective
      Date” means 30th
      September, 2010;

            


    

    


    
      	
               
      

            	
              (e)

            	
              “Gross
      Receipts” means the greater of: (i) the total gross sales price charged by
      the Sub-Licensee for the Product sold by or for the Sub-Licensee in the
      relevant period; or, (ii) in respect of any relevant period, the weekly
      price of sponge titanium, as published on the Internet by Metalprices.com
      at www.metalprices.com,
      for the week in which the relevant sale is made, multiplied by the amount
      of the Product sold, by or for the Sub-Licensee, or, if such service is
      not available, as computed by a similar recognized quotation
      service.

            


    

    


    
      	
               
      

            	
              (f)

            	
              “Improvement”
      means any change in, development of or improvement and/or modification to
      the Know-how and/or the Process (whether patentable or not) including
      (without limitation) any change, development, improvement or modification
      which makes the Process more efficient or adaptable made or acquired by
      the;

            


    

    


    
      	
               
      

            	
              (i)

            	
              Sub-Licensee
      or any sub-sub-licensee (the “Licensee’s Improvements”);
  or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Licensor,
      otherwise than as a Licensee’s Improvement (the “Licensor’s
      Improvements”), to the extent the Licensor is free to license the same in
      accordance with the terms of this
Agreement;

            


    

    


    
      	
               
      

            	
              (g)

            	
              “Intellectual
      Property” means all registered designs and applications and the right to
      apply for any of them in any country of the world, design rights,
      copyright (including any copyright subsisting in any computer software,
      including source codes) and typographical rights, database rights, and any
      other intellectual property right subsisting in any country in the world
      but excluding patents or patent applications (including the Patent
      Application) and trade marks or equivalent
  rights;

            


    

    


    
      	
               
      

            	
              (h)

            	
              “Intellectual
      Property Rights” means the legal and equitable rights to exploit the
      Intellectual Property and Know-how solely in connection with titanium
      metal;

            


    

    


    
      	
               
      

            	
              (i)

            	
              “Know-how”
      means all , know-how, designs, plans, specifications, calculations,
      formulae, process information, research papers, samples, feedstock
      materials, technical information, knowledge and data relating to the
      Process or the Products and the manufacture thereof in the possession of
      the Licensor as at the date of this Agreement and which it may lawfully
      communicate to the
Sub-Licensee;

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    
 

    
      	
               
      

            	
              (j)

            	
              “Master
      License” means the license granted to the Licensor by Master Licensor
      pursuant to the agreement dated 15 September, 2010, between such
      parties.

            


    

    


    
      	
               
      

            	
              (k)

            	
              “Master
      Licensor” means Chinuka Limited, a private U.K.
  company.

            


    

    


    
      	
               
      

            	
               (l)

            	
              “Milestone”
      means the milestones set out in Schedule
2;

            


    

    


    
      	
               
      

            	
               (m)

            	
              “Party”
      means the Licensor or the Sub-Licensee as appropriate and “Parties” means
      the Licensor and the Sub-Licensee;

            


    

    


    
      	
               
      

            	
              (n)

            	
              “Patent
      Applications” means the patent applications identified in Schedule 1,
      together with all other applications for patents based on those
      applications;

            


    

    


    
      	
               
      

            	
              (o)

            	
              “Process”
      means the process of electrolytic extraction of titanium concentrate or
      any alloys to produce sponge titanium metal as set forth in the Patent
      Applications;

            


    

    


    
      	
               
      

            	
              (p)

            	
              “Product”
      means sponge titanium metal or any associated titanium alloys as well as
      any other materials produced from the Technology from titanium metal;

            


    

    


    
      	
               
      

            	
              (q)

            	
              “Project”
      means the Cerro Blanco titanium mining project of the WM Parent located in
      Chile;

            


    

    


    
      	
               
      

            	
              (r)

            	
              “sale”
      means a sale or any other transaction by which the owner of goods or
      rights parts with possession of them, and “sell” shall have a cognate
      meaning;

            


    

    


    
      	
               
      

            	
              (s)

            	
              “Technology”
      means the Intellectual Property Rights and Process as licensed to the
      Sub-Licensee hereunder together with any Improvements licensed by the
      Licensor to the Sub-Licensee
hereunder;

            


    

    


    
      	
               
      

            	
              (t)

            	
              “Term”
      means the period from the Effective Date until termination of this
      Agreement in accordance with Clauses 21 or 22;
  and

            


    

    


    
      	
               
      

            	
              (u)

            	
              “University”
      means the University of Cambridge,
England.

            


    

    


    
      	
              1.2

            	
              References
      to “all reasonable endeavours” shall mean to use all such reasonable
      efforts as a prudent reasonable person in the position of the party in
      question, and anxious in their own interests (and for these purposes it
      shall be deemed to be that party’s own interests so to achieve that
      objective), to achieve the objective in question, would
    use;

            


    

    


    
      	
              1.3

            	
              References
      to clauses and schedules are to the clauses hereof and the schedules
      hereto;

            


    

    


    
      	
              1.4

            	
              Words
      importing the masculine, feminine or neuter genders include the other
      genders;

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    
 

    
      	
              1.5

            	
              Words
      in the singular include the plural and vice
  versa;

            


    

    


    
      	
              1.6

            	
              References
      to individuals shall include firms and corporations and vice versa;
      and

            


    

    


    
      	
              1.7

            	
              A
      reference to a statute or statutory provision includes any statute or
      statutory provision which modifies, consolidates, re-enacts or supersedes
      it.

            


    

    


    
      	
              2

            	
              TECHNOLOGY
      SUB-LICENSE

            


    

    


    
      	
              2.1

            	
              The
      Licensor hereby grants to the Sub-Licensee subject to the provisions of
      this Agreement, the non-exclusive, non-transferable, non-assignable right
      and license to use, apply, exercise, or otherwise exploit the Technology
      in connection with and for the manufacture of the Product created from,
      and only from, the Project.

            


    

    


    
      	
              2.2

            	
              The
      Licensor hereby grants to the Sub-Licensee subject to the provisions of
      this Agreement the non-exclusive limited license to the use of the
      “Chinuka” name and any related
logo.

            


    

    


    
      	
              2.3

            	
              During
      the Term, the Sub-Licensee shall not, without the prior, written consent
      of the Licensor (such consent not to be withheld or delayed unreasonably)
      grant to any other person a license or other right to do anything
      specified within Clauses 2.1 and 2.2
above.

            


    

    


    
      	
              3

            	
              [RESERVED]

            


    

    


    
      	
              4

            	
              EXPLOITATION -
      SUPPLEMENTARY PROVISIONS

            


    

    


    
      	
              4.1

            	
              The
      Sub-Licensee agrees to use all reasonable endeavours to use the Technology
      to produce and sell Product from the Project for cash consideration and to
      exploit the rights granted  in respect of the Technology on the
      Project;

            


    

    


    
      	
              4.2

            	
              The
      Sub-Licensee shall report at the same time as the Royalty Statement (as
      defined in and required by Clause 7.1) at least once every 3 (three)
      months, and otherwise when reasonably requested, on the steps which have
      been and are being taken to exploit the Technology as required by this
      Agreement, together with the Sub-Licensee’s plans for other or further
      exploitation of the Technology, and showing that it is complying with its
      obligation under Clause 4.1.

            


    

    


    
      	
              4.3

            	
              The
      Sub-Licensee shall not, in whole or part and whether in law or equity,
      assign; or otherwise transfer; or, otherwise distance itself from, its
      legal and/or equitable rights in the Technology granted
      hereby.

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	
                      [Material
      marked with an asterisk has

                      been
      omitted from this document pursuant

                      to
      a request for confidential treatment and

                      has
      been filed separately with the

                      Securities
      and Exchange
Commission.]

                    


            

          

        

      

    

    


    
      	
              4.4

            	
              This
      Agreement shall be subject to all provisions of the Master License
      affecting sub-licenses granted pursuant to the Master
      License.  Sub-Licensee acknowledges receipt of a copy of the
      Master License and agrees to maintain the confidentiality of the terms and
      provisions of the Master License in accordance with the provisions of
      Clause 17 below.

            


    

    


    
      	
              4.5

            	
              Sub-Licensee
      shall not do anything which does, will or reasonably might put the
      Licensor into breach of the Master License and the Sub-Licensee shall, at
      Licensor’s request indemnify and hold harmless Licensor
      accordingly.

            


    

    


    
      	
              4.6

            	
              If
      there is any conflict or discrepancy between the terms of this Agreement
      and the terms of the Master License, then the terms of the Master License
      shall prevail.

            


    

    


    
      	
              5

            	
              [RESERVED]

            


    

    


    
      	
              6

            	
              ROYALTIES

            


    

    


    
      	
              6.1

            	
              The
      Sub-Licensee shall pay as a royalty to the Licensor *% (* percent) of
      Gross Receipts generated from the Project after the end of the first
      Calendar Quarter following the Effective
Date.

            


    

    


    
      	
              6.2

            	
              The
      Sub-Licensee shall pay an initial royalty to the Licensor of 4,000,000
      shares of common stock of WM Parent to be held and disbursed in accordance
      with the term and conditions of the Escrow Deed set forth in Schedule
      3.

            


    

    


    7.           ROYALTY
STATEMENTS,
PAYMENTS, AND AUDIT

    


    
      	
              7.1

            	
              [Reserved]

            


    

    


    
      	
              7.2

            	
              Sub-Licensee
      shall deliver to Licensor, at its offices in Hong Kong, or to such other
      address as Licensor may direct, on or before the 15th (fifteenth)
      day following the end of each Calendar Quarter during the Term and on the
      fifteenth (15th)
      day of the month following termination or expiration of this Agreement, a
      complete and accurate statement (the “Royalty Statement”) of
      the amount of Product produced from the Project for the immediately
      preceding Calendar Quarter, or portion thereof, during the Term (the
      “Royalty
      Period”).

            


    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


    The
Royalty Statement shall also: (i) show the amount (if any) of royalty earned and
payable by the Licensor in the Royalty Period; and (ii) be certified as accurate
by an officer of Sub-Licensee and shall include such additional information as
Licensor may from time to time reasonably request.  The Royalty
Statement shall be furnished to Licensor whether or not any Product was produced
during the Royalty Period, and whether or not royalties have been earned by
Licensor during the Royalty Period.  Royalty Statements shall be in a
form reasonably acceptable to Licensor.

    


    
      	
              7.3

            	
              Royalty
      payments shall become due when the Sub-Licensee has been paid for the
      Product upon which the royalty has been earned.  The amount
      shown in each Royalty Statement as being due to the Licensor shall be paid
      simultaneously with the submission of the Royalty
      Statement.  All amounts payable to Licensor by Sub-Licensee
      shall be submitted to the Licensor’s
order.

            


    

    


    
      	
              7.4

            	
              The
      receipt and/or acceptance by Licensor of any Royalty Statements or
      royalties paid hereunder to Licensor, or the cashing of any royalty checks
      paid hereunder, shall not preclude Licensor from questioning the
      correctness of the Royalty Statement or the amounts paid; provided that
      Sub-Licensee is notified in writing within 30 (thirty) business days
      following the issuance of the Royalty Statement by Sub-Licensee or receipt
      of the royalty payment by Licensor, whichever shall be
      later.  In the event that any inconsistencies or mistakes are
      discovered in the Royalty Statements or payments, and Sub-Licensee is duly
      notified, they shall immediately be rectified by Sub-Licensee and the
      appropriate payment shall be made by Sub-Licensee.  In the event
      Sub-Licensee shall discover a mistake resulting in an overpayment in any
      Royalty Statement, it shall be allowed to offset such amount in the next
      Royalty Statement and payment made to
Licensor.

            


    

    


    
      	
              7.5

            	
              All
      cash payments made hereunder shall be in U.S. Dollars unless otherwise
      specifically agreed upon by the
Parties.

            


    

    


    
      	
              7.6

            	
              Interest
      at a rate of 8% (eight percent) per annum shall accrue on any amount due
      to the Licensor hereunder from and after the date upon which the
      payment is due and payable until the date of receipt of
      payment.  The same interest rate shall apply to any amount due
      from the Licensor to the Sub-Licensee
hereunder.

            


    

    


    
      	
              7.7

            	
              Sub-Licensee
      agrees to keep accurate books of account and records at its principal
      place of business covering all transactions relating to the license
      granted herein and pertaining to the items required to be shown in the
      Royalty Statements to be submitted pursuant hereto, including without
      limitation, invoices, correspondence, banking, financial, and other
      records (“Records”).  Licensor and its duly authorized
      representatives shall have the right, upon 5 (five) days’ written notice,
      during normal business hours, to audit such Records and to make
      copies and extracts thereof.  Such audit shall be for the sole
      purpose of determining whether and to what extent all royalties have been
      paid, in full and as and when payable under this Agreement.  In
      the event that any such audit reveals an underpayment by Sub-Licensee,
      Sub-Licensee shall within 30 (thirty) days after receiving written notice
      from Licensor, and provided that Sub-Licensee has not then raised a bon
      fide objection to such finding, remit payment to Licensor in the amount of
      such underpayment, plus interest calculated from the date such payment(s)
      were actually due until the date such payment is actually
      made.  In the event that any such underpayment is greater than
      one hundred thousand Dollars ($100,000), Sub-Licensee shall reimburse
      Licensor for the reasonable costs and expenses of such audit, up to a
      total of $25,000, inclusive of VAT.  In the event such audit
      shall reveal a mistake resulting in an overpayment in any royalty payment,
      Sub-Licensee shall be allowed to offset such amount in the next Royalty
      Statement and payment made to Licensor.  Following such an
      audit, any disagreement by either Party as to the amount owed shall be
      resolved by arbitration as set forth in Clause 30
    hereof.

            


    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

    


    
      	
              7.8

            	
              Unless
      fraud is alleged, the Licensor may only conduct one audit of Records in
      any twelve month period.

            


    

    


    
      	
              7.9

            	
              All
      Records shall be retained by Sub-Licensee for at least 6 (six) years; and,
      the final audit of Records may be conducted by or for the Licensor at any
      time within 1 (one) year after the expiration or termination of this
      Agreement.

            


    

    


    
      	
              8

            	
              [RESERVED]

            


    

    


    
      	
              9

            	
              DISCLOSURE OF
      TECHNOLOGY

            


    

    


    
      	
              9.1

            	
              To
      the extent that, at the Effective Date, the Process and Technology have
      not been fully disclosed to the Sub-Licensee, the Licensor shall disclose
      the same to Sub-Licensee as soon as reasonably practicable after the
      Effective Date.

            


    

    


    
      	
              9.2

            	
              The
      Licensor shall respond promptly to all requests for an explanation or
      clarification relating to information disclosed under Clause 9.1. The
      Sub-Licensee hereby agrees to exercise any such requests reasonably and,
      unless exceptionally necessary, not more than 4 (four) times in any one
      year.

            


    

    


    
      	
              9.3

            	
              The
      Sub-Licensee hereby acknowledges that any information or data forming the
      whole or part of the Technology which has been obtained by it prior to the
      Effective Date and identified in accordance with Clause 16.3 shall be
      deemed to have been furnished under the provisions of this
      Agreement.

            


    

    


    
      	
              10

            	
              COSTS &
      EXPENSES

            


    

    


    
      	
              10.1

            	
              Each
      of the Parties shall be responsible for its own costs and expenses in
      connection with the negotiation and formation of this
      Agreement.

            


    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    
      	
              11 

            	
              MARKING

            


    

    


    
      	
              11.1

            	
              The
      Sub-Licensee shall identify the Process in all publicity and promotional
      material as the “Chinuka Titanium Metal Process” or such other names
      acceptable to the Licensor, and shall, where appropriate in promotional
      material, include a reasonably prominent reference to the process being
      invented at the University.

            


    

    


    
      	
              11.2

            	
              All
      goodwill and other rights in the name referred to in Clause 11.1 or such
      other names as may be adopted by agreement between the Parties shall vest
      in the Licensor and to the extent any such rights may be acquired by the
      Sub-Licensee, the Sub-Licensee shall hold the same in trust for the
      Licensor and shall, at the Licensor’s request and cost, execute such
      assignment or other document, instrument or transfer as the Licensor may
      require in order to vest in it absolutely all such
  rights.

            


    

    


    
      	
              11.3

            	
              The
      Sub-Licensee shall mark with such patent markings as may be desirable for
      assuring or enhancing the patent protection afforded to the
      Technology.

            


    

    


    12           EXCHANGE OF FUTURE
TECHNOLOGY

    


    
      	
              12.1

            	
              The
      Licensor and the Sub-Licensee undertake that they will promptly disclose
      to the other any Improvements arising at any time until the end of the
      Term. To the extent any Improvement is acquired by either Party from a
      third party, the obligations under this Clause 12 shall be subject to any
      restrictions imposed by such third party on use, or disposal, or otherwise
      in relation to such Improvement.

            


    

    


    
      	
              12.2

            	
              The
      Sub-Licensee shall have an exclusive license during the Term to develop,
      operate, use, apply, exercise or otherwise exploit the Licensor’s
      Improvements in or as part of carrying out the
  Process.

            


    

    


    
      	
              12.3

            	
              The
      Licensor shall have a non-exclusive, royalty free license during the Term
      to use the Sub-Licensee’s Improvements to which Clause 12.1 applies for
      the purpose of research carried out by or in conjunction with the any
      academic institution(s).

            


    

    


    
      	
              12.4

            	
              The
      Licensor shall, in addition, have a non-exclusive license during the Term,
      to use and exploit the Sub-Licensee’s Improvements during the Term and
      thereafter in application with any other metal not covered by the license
      granted pursuant to this Agreement. The Licensor’s license shall
      be

            


    

    


    
      	
            	
              12.4.1

            	
              royalty
      free in respect of any Improvement during the Term;
  and

            


    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	
                      [Material
      marked with an asterisk has been

                      omitted
      from this document pursuant to a

                      request
      for confidential treatment and has

                      been
      filed separately with the Securities and

                      Exchange
      Commission.]

                    


            

          

        

      

    

    


    12.4.2    following
the end of the Term, subject to payment of:

    


    
      	
               
      

            	
              (i)

            	
              *%
      (*percent) of the royalty or other payments received by the Licensor in
      connection with the use, in whole or part, of such Improvement,
      and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              a
      reasonable royalty for the Licensor’s own use pursuant to this license in
      respect of any Improvement.

            


    

    


    In the
event of any dispute as to the amount received by the Licensor which is
attributable to an Improvement, or the amount of any reasonable royalty, the
matter shall be settled in accordance with Clause 31.

    


    
      	
              12.5

            	
              In
      relation to any Improvements exchanged hereunder which may be susceptible
      of patent or like registered protection, each Party shall: (i) promptly
      inform the other and keep informed in writing all of the things done by it
      to obtain such patent protection; and, (ii) not abandon or cease to
      maintain any application or patent relating to any Improvement or
      authorise any sub-sub-licensee to do so without giving the other at least
      one month’s prior written notice of any intention to do so or such lesser
      notice as circumstances outside the control of the Party, and if such
      notice is given, shall at the written request of the other maintain any
      such application or patent at the expense of the other upon terms to be
      agreed by the Parties in writing. The Parties undertake to negotiate such
      terms without delay and on a reasonable and fair commercial
      basis.

            


    

    


    
      	
              13

            	
              WARRANTIES

            


    

    


    
      	
              13.1

            	
              (a)
      The Licensor warrants that as at the Effective Date, it does not know
      (having made reasonable enquiry) of any litigation or adverse claims,
      whether instigated or threatened, concerning the Technology; and, does not
      know (having made reasonable enquiry) of any circumstances which will, or
      are likely to, give rise to any such litigation or
  claims.

            


    

    


    (b) The
Licensor warrants that the Technology does not, and during the Term shall not,
infringe the intellectual property, or other, rights of any third party; and,
without prejudice to the generality of the foregoing, further warrants that the
Process can be used during the Term, without causing or creating any such
infringement, for the electrolytic extraction of titanium concentrate to produce
sponge titanium metal.  This warranty shall be deemed given by the
Licensor to the Sub-Licensee in respect of each Improvement, as at the date on
which such Improvement is delivered to the Sub-Licensee.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    
      (c) The
Licensor does not warrant that the use of the Technology in conjunction with any
other technology will not, as a result of such combination, infringe the
intellectual property or other rights of any third party.

       

    

    (d) The
Licensor does not warrant the nature, quality or quantity of Products produced
using the Technology, either alone or in combination with other
technology.

    


    (e) The
Licensor shall indemnify and hold harmless the Sub-Licensee and its Associates
against any and all claims made against the Sub-Licensee and/or its Associates
to the extent that such claims arise from or as a result of breach of the
foregoing warranties, or any of them.

    


    
      	
              13.2

            	
              The
      Licensor further warrants to the Sub-Licensee
  that:

            


    

    


    
      	
            	
              13.2.1

            	
              it
      has full power and authority under its constitution and has taken all
      necessary action and has obtained all authorisations, consents and
      approvals to execute and perform this
Agreement;

            


    

    


    
      	
            	
              13.2.2

            	
              the
      supply of the Technology hereunder and the use of the Technology in the
      form in which it is supplied does not infringe the copyright or rights in
      confidential information of any third
party;

            


    

    


    
      	
            	
              13.2.3

            	
              it
      has not charged or otherwise encumbered any of the Technology;
      and

            


    

    


    
      	
            	
              13.2.4

            	
              the
      Licensor has not disclosed any substantial or material part of the
      Technology other than in confidence pursuant to a written confidentiality
      agreement or to a Patent Office in pursuance of a patent
      application.

            


    

    


    
      	
            	
              13.2.5

            	
              the
      Patent Applications are free from all liens, charges or other interests or
      encumbrances;

            


    

    


    
      	
            	
              13.2.6

            	
              the
      Licensor has not, prior to the Effective Date, entered into any agreement,
      arrangement, joint venture, collaborative project or other dealing
      whatsoever with any other person or body which would prevent it from
      lawfully granting the license
hereunder;

            


    

    


    
      	
            	
              13.2.7 

            	
              as
      of the Effective Date

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      Master License is in full force and effect and there are no known grounds
      upon which it may be terminated or otherwise materially changed to the
      detriment of the Sub-Licensee;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      Master Licensor is the sole applicant for the Patent
      Applications;

            


    
  

    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    
      	  	
              (ii)

            	
              such
      Patent Applications are still
subsisting;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              such
      Patent Applications are not subject to any formal opposition proceedings
      in any patent office;

            


    

    


    
      	
               
      

            	
              (iv)

            	
              all
      relevant renewal or other fees in respect of such Patent Applications have
      been paid on their respective due dates for
  payment;

            


    

    


    
      	
               
      

            	
              (v)

            	
              to
      the best of the Licensor’s knowledge and belief, neither the Licensor nor
      the Master Licensor has done or omitted to do, or is aware of, any act by
      it that will prevent the patents being granted on such Patent
      Applications; and,

            


    

    


    
      	
               
      

            	
              (vi)

            	
              all
      costs, fees and other charges required for the maintenance and protection
      of any patents derived from the Patent Applications and/or the Technology
      shall be paid by the Licensor.

            


    

    


    
      	
              14

            	
              ENFORCEMENT OF
      RIGHTS

            


    

    


    
      	
              14.1

            	
              Each
      Party shall inform the other Party promptly if it becomes aware of any
      infringement or potential infringement of the Patent Applications or any
      resulting patent, Intellectual Property or other rights in or over the
      Technology.

            


    

    


    
      	
              14.2

            	
              The
      Licensor shall take all necessary legal or other action against any third
      party to prosecute, enforce and maintain the Patent Applications and all
      patents resulting from the Patent Applications, and the Technology at its
      sole expense.

            


    

    


    
      	
              14.3

            	
              The
      Sub-Licensee shall agree to be joined in and to provide all reasonable
      assistance in relation to any such legal action subject to being
      indemnified and secured in a reasonable manner as to any costs, damages,
      expenses or other liability and shall have the right to be separately
      represented by its own counsel at its own
  expense.

            


    

    


    
      	
              14.4

            	
              Before
      starting legal action in accordance with Clause 14.2 or agreeing to any
      settlement, the Licensor shall consult the Sub-Licensee and shall take
      into account the Sub-Licensee’s reasonable requests and
      recommendations.

            


    

    


    
      	
              15

            	
              [RESERVED]

            


    

    


    
      	
              16

            	
              PROTECTION AND
      OWNERSHIP OF RIGHTS

            


    

    


    
      	
              16.1

            	
              Nothing
      herein shall grant any rights, other than as expressly set out in Clauses
      2, 5.1, and 12.2, 12.3 and 12.4, in or transfer any rights of ownership in
      the Technology to the Sub-Licensee.  Ownership of the Technology
      and the Patent Applications shall remain vested exclusively in the Master
      Licensor.

            


    


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    
      	
              16.2

            	
              Any
      Know-how which is disclosed or made available by or on behalf of any
      educational institution shall be deemed to have been made available by the
      Master Licensor.

            


    

    


    
      	
              17

            	
              CONFIDENTIALITY

            


    

    


    
      	
              17.1

            	
              Each
      Party (the “recipient party”) shall keep confidential all business and
      trade secrets, methods of doing business, customer lists and other
      information and material obtained from the other (the “disclosing party”)
      in connection with this Agreement including (without limitation) the
      Know-how. Each
      Party undertakes not to disclose any such material or information to any
      third party other than:

            


    

    


    
      	
            	
              17.1.1

            	
              Sub-licensees;
      and

            


    

    


    
      	
            	
              17.1.2

            	
              the
      recipient party’s customers or prospective customers for the Products or
      prospective sub-sub-licensees who require such disclosure where bona fide
      necessary for an evaluation or instruction in the use of the same and who
      have first signed a confidentiality agreement in such form as the
      disclosing party may reasonably
require.

            


    

    


    
      	
              17.2

            	
              The
      recipient party will limit disclosure to the responsible officers and
      employees of the recipient party who require such disclosure where bona
      fide necessary for the proper performance of their duties and who are
      subject to appropriate enforceable obligations of
    confidence.

            


    

    


    
      	
              17.3

            	
              The
      recipient party undertakes to take all reasonable steps both to minimise
      the risk of disclosure of such confidential information by employees and
      others and to enforce such confidentiality agreements in case of
      need.

            


    

    


    
      	
              17.4

            	
              The
      obligations of confidentiality under this Clause 17 shall not apply to any
      information or material which the recipient party can prove
      was:

            


    

    


    
      	
            	
              17.4.1

            	
              already
      known to it prior to its receipt thereof from the disclosing
      party;

            


    

    


    
      	
            	
              17.4.2

            	
              subsequently
      disclosed to it lawfully by a third party who did not obtain the same
      (whether directly or indirectly) from the disclosing
  party;

            


    

    


    
      	
            	
              17.4.3

            	
              in
      the public domain at the time of receipt by the recipient party or has
      subsequently entered into the public domain other than by reason of the
      breach of the provisions of this Clause 17 or any obligation of confidence
      owed by the recipient party or by Sub-licensees to the disclosing
      party;

            


    


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

    


    
      	
            	
              17.4.4

            	
              independently
      generated by or for the receiving party by persons having no direct or
      indirect access to similar information or material supplied by the
      disclosing party. In such a case the receiving party shall, on request
      from the disclosing party, provide to the disclosing party or (where the
      recipient reasonably objects to disclosure to the disclosing party) to an
      independent third party nominated by the disclosing party all information
      and documents reasonably required by the disclosing party to satisfy
      itself that the development was
independent.

            


    

    


    
      	
              18

            	
              FURTHER
      ACTIONS

            


    

    


    
      	
              18.1

            	
              At
      any time after the Effective Date the Parties shall, and shall use all
      reasonable endeavours to, procure that any necessary third party shall
      execute such documents and do such acts and things as the Sub-Licensee may
      reasonably require for the purpose of giving to the Sub-Licensee the full
      benefit of all the provisions of this
Agreement.

            


    

    


    
      	
              18.2

            	
              Each
      Party shall at the request and cost of the other execute any further
      documents of a formal nature and do any further acts or things by way of
      formalities which may be necessary or desirable to give effect to this
      Agreement in any country.

            


    

    


    
      	
              19

            	
              LIABILITY

            


    

    


    
      	
              19.1

            	
              The
      Sub-Licensee acknowledges that the Technology is at a development stage.
      Save as provided in Clause 13 (Warranties), no warranties express
      or implied, whether by statute, custom or usage or otherwise are made in
      relation to any information or the performance of any product or process
      made hereunder or in accordance with the Technology. Subject to the
      warranty given in Clause 13, the Sub-Licensee uses the Technology at its
      own risk.

            


    

    


    
      	
              19.2

            	
              Save
      as provided in Clause 13, the Licensor shall not be liable for any loss or
      damage of whatsoever nature and howsoever caused arising out of the use of
      any information or data by or with the authority of the Sub-Licensee, or
      the provision by the Licensor of any services (whether as advice,
      information or articles or otherwise) to the Sub-Licensee hereunder and
      the Sub-Licensee shall indemnify the Licensor against and hold it harmless
      in respect of any claim or action made or taken against the Licensor in
      respect thereof.

            


    

    


    
      	
              19.3

            	
              Except
      for liability arising under the warranties given in Clause 13, under no
      circumstances shall the Licensor be liable for any indirect, special or
      consequential loss, or for any loss of profits, revenue or reputation,
      arising out of or in connection with the use, by the Sub-Licensee of any
      information or designs provided by or on behalf of the Licensor
      hereunder.

            


    

    


    
      	
              19.4

            	
              Except
      for liability arising under the warranties given in Clause 13, under no
      circumstances shall the aggregate liability of the Licensor to the
      Sub-Licensee for any loss or damage howsoever caused under or in
      connection with this Agreement exceed in the aggregate
      $400,000.

            


    


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

    


    
      	
              19.5

            	
              Nothing
      in this Clause 19 shall exclude any liability of the Licensor in respect
      of any personal injury or death resulting from the Licensor’s negligence;
      and, nothing in this Clause 19 shall exclude or limit any liability of the
      Licensor for any fraudulent
misrepresentation.

            


    

    


    
      	
              19.6

            	
              The
      exclusion of liabi1ity and indemnity in this Clause 19 and Clause 20 are
      entered into on behalf of and shall also apply in favour of any persons
      involved in the development of the Process, and the Licensor holds the
      benefit of these provisions, so far as applicable to them, in trust for
      each such person.

            


    

    


    
      	
              19.7

            	
              The
      provisions of Clauses 19.2 and 19.6 and Clause 20 shall apply (mutatis
      mutandis) for the benefit of the Sub-Licensee in relation to any
      Improvements made available to the Licensor
  hereunder.

            


    

    


    
      	
              19.8

            	
              In
      this Agreement, where one Party undertakes to indemnify the other
      the:

            


    

    


    
      	
            	
              19.8.1

            	
              indemnified
      Party shall notify the indemnifier as soon as possible after it becomes
      aware of a claim by a third party, or some other act or circumstance which
      may give rise to a claim under the indemnity, and shall keep the
      indemnifier fully informed of any developments in relation to such a
      claim, act or circumstance; and

            


    

    


    
      	
            	
              19.8.2

            	
              indemnity
      shall be conditional on the indemnified Party (i) defending, settling and
      otherwise dealing with the claim, act or circumstance as the indemnifier
      shall reasonably direct (including lending its name, subject to sufficient
      security for any liability it may incur) to any proceedings and (ii)
      making no admission of liability or otherwise without the prior written
      consent of the indemnifier.

            


    

    


    
      	
              19.9

            	
              Nothing
      in this Clause 19 shall excuse the Licensor or Sub-Licensee from
      performance of any of its obligations under this
  Agreement.

            


    

    


    
      	
              19.10

            	
              Notwithstanding
      any other provision to the contrary, the Parties expressly waive any claim
      or action either may have against the University arising out of use or
      exploitation of the Technology and any loss, damage or expense whatsoever
      which either Party may suffer or incur through the use or exploitation of
      the Technology.  The University shall have the right to enforce
      the provisions of this Clause
19.10.

            


    

    


    
      	
              20

            	
              INDEMNITY

            


    

    
      	
              20.1

            	
              Sub-Licensee
      shall indemnify and hold harmless Licensor and its Associates against any
      and all claims, of whatsoever nature which are made against Licensor
      and/or its Associates and which arise from any act or omission by
      Sub-Licensee, or its Associates or its or their contractors and
      sub-contractors, in the course of producing (or attempting or preparing to
      produce), selling or otherwise dealing with
  Product.

            


    
 

    
      
         


      

      
        17

        
          

        

      

      
         


      

    

    


    
      	
              21

            	
              TERM

            


    

    


    
      	
              21.1.1

            	
              This
      Agreement shall commence on the Effective Date and shall continue until
      terminated according to Clause 22.

            


    

    


    
      	
              22

            	
              TERMINATION

            


    

    


    
      	
              22.1

            	
              This
      Agreement may be terminated forthwith by either Party (the “first party”)
      by written notice to the other in the event of one or more of the
      following if the other:

            


    

    


    
      	
            	
              22.1.1

            	
              goes
      into liquidation (other than voluntary liquidation for the purpose of a
      bona fide reconstruction or amalgamation the terms of which have been
      approved in advance by the first party in writing) or is dissolved or
      struck off;

            


    

    


    
      	
            	
              22.1.2

            	
              is
      unable to pay its debts as they mature or suffers the appointment of a
      receiver, administrative receiver or administrator (or any similar
      official or process under the law of its domicile or place of
      incorporation) of the whole or any part of its assets or is the subject of
      any insolvency proceedings; or

            


    

    


    
      	
            	
              22.1.3

            	
              is
      in material breach of any of the provisions of this Agreement and fails to
      remedy such breach (where it is capable of being remedied) within 60
      (sixty) days of a notice from the first party so to
  do.

            


    

    


    
      	
              22.2

            	
              This
      Agreement may be terminated forthwith by the Licensor by written notice to
      the Sub-Licensee if:

            


    

    


    (a) there
is a Change of Control; or,

    


    (b) the
Sub-Licensee disposes of all, or substantially all, of its business and/or
assets to any person, firm or corporation,

    


    In each
case, otherwise than with the prior written approval of the Licensor, with such
approval not to be withheld or delayed unreasonably.

    


    In each
case, the termination shall be effective upon delivery of a written termination
notice from the Licensor to the Sub-Licensee.

    


    
      	
              22.3

            	
              This
      Agreement may be terminated forthwith by Licensor by written notice to the
      Sub-Licensee in the event that the Milestones are not completed as set
      forth in Schedule 2.  The termination shall be effective upon
      delivery of the written
notice.

            


    
 

    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    
      	
              22.4

            	
              Termination
      of this Agreement shall be without prejudice to any rights of either Party
      which may have accrued up to the date of such termination and the rights
      to terminate this Agreement are not intended to be exclusive but shall be
      in addition to every other remedy or right now or hereafter existing
      including the right to recover damages and to a decree requiring any
      appropriate performance required by this
  Agreement.

            


    

    


    
      	
              22.5

            	
              Subject
      to Clause 23, in the event of termination of this Agreement for whatever
      cause, neither the Sub-Licensee nor any liquidator, administrator or
      administrative receiver thereof shall have any right whatsoever to use,
      assign, license or otherwise deal in the Technology, the Licensor’s
      Improvements or any of the rights granted to the Sub-Licensee by this
      Agreement.

            


    

    


    
      	
              23

            	
              CONSEQUENCES OF
      TERMINATION

            


    

    


    
      	
              23.1

            	
              Upon
      termination of this Agreement either by the Licensor, or at the end of the
      Term, the Sub-Licensee and Licensor shall respectively return to the other
      all samples, designs, plans, specifications, research papers, drawings,
      technical documents and other Know-how in tangible form supplied to it by
      the other or by its Associates and all copies thereof in its or, in the
      case of the Sub-Licensee, any of the Sub-Licensee’s Associates’
      possession, power or custody or in that of any sub-contractor or
      Sub-licensee (but subject to any rights (including rights of
      sub-sub-licensees) preserved pursuant to this Agreement.

            


    

    


    
      	
              23.2

            	
              If
      this Agreement is terminated by the Sub-Licensee under Clause 22.1 then,
      without prejudice to the respective rights of the Parties, unless the
      Sub-Licensee gives notice to the contrary within the 30 days after the
      effective date of such termination, the license granted by this Agreement
      shall not terminate and this Agreement shall be deemed assigned and shall
      be novated, with effect on and from the effective date of such
      termination, by the Licensor to the Master Licensor.  All royalties or
      other license payments due hereunder to Licensor shall thereafter be
      payable to Master Licensor.

            


    

    


    
      	
              23.2

            	
              In
      the event the Master License is terminated, the license granted hereunder
      shall continue and this Agreement shall be deemed novated in favour of the
      Master Licensor and all royalties or other license payments due under this
      Agreement in relation to periods starting on or after the effective date
      of termination of the Master License, shall then be payable to, and paid
      to, the Master Licensor.   Any and all costs incurred by
      the Sub-Licensee in connection with any such novation shall be paid by the
      Licensor and the Sub-Licensee may deduct such costs from any amounts
      otherwise due from the Sub-Licensee to the Licensor, whether under this
      Agreement or otherwise.

            


    

    


    
      	
              23.3

            	
              Termination
      of this Agreement or the Master License shall not affect the Parties’
      rights or obligations under any of Clauses 13, 17, 18, 19, 23, and 30, or
      any other provisions of this Agreement which expressly or by their nature
      or effect are intended to continue beyond
  termination.

            


    
 

    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    
      	
              24

            	
              NOTICES

            


    

    


    
      	
              24.1

            	
              All
      notices to be given under this Agreement shall be delivered by hand, or
      sent in writing by first class registered or recorded delivery mail, or
      fax to the appropriate address shown at the head of this Agreement or to
      such other address as the Party concerned shall from time to time
      designate by notice pursuant hereto. Any such notices on the third working
      day after the same shall have been properly posted; or in the case of hand
      delivery, e-mail delivery on the day of delivery; or, in case of delivery
      by fax on the first such working day after the day of transmission by the
      fax operator provided that in the case of fax transmission the
      transmitting fax machine generates upon completion of the transmission a
      transmission report stating that the notice has been duly transmitted
      without error to the addressee’s fax number, and a copy of such notice is
      posted to or delivered to the address of the party concerned in accordance
      with this Clause.

            


    

    


    
      	
              25

            	
              ASSIGNMENT AND
      SUBLICENSING AND THIRD PARTY
RIGHTS

            


    

    


    
      	
              25.1

            	
              The
      Sub-Licensee shall not, in whole or in part and whether in law or equity,
      assign, sub-license, charge, sub-contract or otherwise dispose of any of
      its rights or obligations under this
Agreement.

            


    

    


    
      	
              25.2

            	
              Except
      for the rights granted the University, as provided in Clause 19.10 above,
      this Agreement may not be enforced by any person who is not a Party and,
      subject thereto, the Parties confirm that this Agreement is not intended
      to confer any benefit on any person which may be enforced by that person
      unless they are a Party. Notwithstanding the foregoing exception, this
      Agreement may be varied by the Parties in accordance with its terms
      without the consent of any person who is not a Party. Subject to the
      foregoing, the rights granted to third parties under the Contracts (Rights
      of Third Parties) Act 1999 are hereby excluded to the fullest extent
      permitted by law.

            


    

    


    
      	
              26

            	
              WAIVER

            


    

    


    
      	
              26.1

            	
              The
      rights of either Party arising out of any provision of this Agreement or
      any breach thereof shall not be waived except in writing. Any waiver by
      either Party of any of its rights under this Agreement or of any breach of
      this Agreement shall not be construed as a waiver of any other rights or
      of any other or further
breach.

            


    
 

    
      
         


      

      
        20

        
          

        

      

      
         


      

    

    
 

    
      	
              27

            	
              AMENDMENTS

            


    

    


    
      	
              27.1

            	
              This
      Agreement may not be amended except by an agreement in writing signed by
      both Parties.

            


    

    


    
      	
              28

            	
              ENTIRE
      AGREEMENT

            


    

    


    
      	
              28.1

            	
              This
      Agreement shall supersede all previous agreements and arrangements between
      the Licensor and the Sub-Licensee or their respective predecessors
      relating to the subject matter hereof, and in so far as they or some of
      them may still be of effect are hereby declared to have been superseded by
      this Agreement without claim for compensation or otherwise by either Party
      but without prejudice to any rights or liabilities accrued before the date
      hereof.

            


    

    


    
      	
              29

            	
              SEVERABILITY

            


    

    


    
      	
              29.1

            	
              All
      agreements and covenants contained herein are severable and in the event
      of any of them being held to be invalid by any competent court, this
      Agreement shall be interpreted as if such invalid agreements or covenants
      were not contained herein.

            


    

    


    
      	
              29.2

            	
              In
      such event the Parties will negotiate in good faith to substitute a
      provision which has an effect as close to that of the provision omitted as
      is lawful or valid. If, in relation to any provision which goes to the
      substance of the this Agreement, the Parties are not able to reach
      agreement after negotiation in good faith, either Party shall be entitled
      to terminate this Agreement on written notice to the
  other.

            


    

    


    
      	
              30

            	
              LAW

            


    

    


    
      	
              30.1

            	
              This
      Agreement shall be interpreted and the rights and liabilities of the
      Parties shall be determined in accordance with the laws of England and the
      parties agree to submit to the non-exclusive jurisdiction of the English
      Courts.

            


    

    


    
      	
              30.2

            	
              In
      the event of a dispute or difference arising out of or in connection with
      this Agreement (other than a dispute or difference subject to expert
      determination), the Parties shall first use all reasonable endeavours to
      resolve the dispute or difference by mutual negotiation. If the Parties
      cannot settle the dispute or difference by the above means, then either
      Party shall have a right to give one month’s written notice that the
      matter shall be referred to alternative dispute resolution (“ADR”) under
      the supervision of the Centre for Effective Dispute Resolution of Princess
      House, 95 Gresham Street, London, EC2V 7NA (“CEDR”), and the other Party
      shall not unreasonably refuse to co-operate in making such a
      reference.

            


    

    


    
      	
              30.3

            	
              ADR
      shall be conducted using a sole mediator (“Neutral”) in or substantially
      in accordance with CEDR’s recommended agreement for the time being in use.
      The Neutral should be a CEDR accredited mediator agreed between the
      Parties, or in default of agreement within 14 (fourteen) days of notice of
      either Party calling upon the other to engage in ADR, appointed by
      CEDR.

            


    


    
      
         


      

      
        21

        
          

        

      

      
         


      

    

    
 

    
      	
              30.4

            	
              The
      Parties agree to co-operate fully and promptly and in good faith with CEDR
      or the Neutral in the performance of their obligations under this Clause
      including without limitation the doing of all such acts and the signing of
      all such documents as CEDR or the Neutral may reasonably require to give
      effect hereto, including, without limitation, CEDR’s relevant agreement
      for the time being.

            


    

    


    
      	
              30.5

            	
              ADR
      shall commence by either Party serving on the other written notice (“ADR
      Notice”) setting out in summary form the issues in dispute and calling
      upon that other Party to join in an approach to CEDR for the appointment
      of the Neutral.

            


    

    


    
      	
              30.6

            	
              Unless
      agreed otherwise in the course of the procedure each Party shall bear its
      own costs of ADR.

            


    

    


    
      	
              30.7

            	
              If
      and to the extent that after engaging in good faith in ADR the Parties do
      not resolve the matters in dispute or any of them, all matters remaining
      in dispute or difference shall be referred to the
  Courts.

            


    

    


    
      	
              30.8

            	
              Either
      Party before or during any dispute resolution proceedings may apply to a
      court having jurisdiction for a temporary restraining order or preliminary
      injunction where such relief is necessary to protect its interests pending
      completion of the dispute resolution proceedings. The dispute resolution
      procedure shall not be required for actions for breach of confidentiality
      or enforcement of intellectual property rights and the Parties may bring
      such actions in any relevant court.

            


    

    


    
      	
              31

            	
              CONDUCT UNDER THE
      AGREEMENT

            


    

    


    
      	
              31.1

            	
              Each
      Party agrees that it will at all times act in good faith to the other in
      relation to any matter arising under or in connection with this
      Agreement.

            


    

    


    
      	
              32

            	
              FORCE
      MAJEURE

            


    

    


    
      	
              32.1

            	
              If
      the performance of this Agreement by a Party (“Affected Party”) is
      prevented, delayed or otherwise impeded by any event or circumstance; or
      any series or combination of events and/or circumstances, which reasonably
      is, or was, outside the control of the Affected Party (“Force Majeure”),
      then the Affected Party shall not be in breach of this Agreement and such
      other Party shall have no rights of claim or action (including the right
      to terminate this Agreement) against the Affected Party in connection
      therewith.

            


    


    
      
         


      

      
        22

        
          

        

      

      
         


      

    

    
 

    
      	
              32.2

            	
              In
      this Agreement, the term “Force Majeure” shall include, but shall not be
      limited to, acts of war (declared or not); acts of terrorism; acts of
      government or government agencies; severe weather conditions leading to a
      general failure of transport and/or other communication systems; general,
      national or regional strikes affecting workers generally or a particular
      class or group of workers; earthquakes and other severe, natural
      phenomena.  Such term shall not include an inability to make
      payments as they fall due unless such inability is caused by a material
      failure of the banking system in which case the Party making the payment
      shall use all reasonable efforts to find an alternative way of making such
      payment as promptly as possible.

            


    

    


    
      	
              32.3

            	
              If
      performance of any material part of this Agreement is prevented or
      materially delayed or otherwise impeded by Force Majeure for a period of
      more than 120 consecutive days or more than a cumulative 150 days in any
      consecutive 365 days, then either Party shall be free to give notice to
      the other Party that, unless full performance of this Agreement is
      recommenced within the next following 15 days, then this Agreement shall
      be terminated at the end of such 15th
      day.

            


    


    
      
         


      

      
        23

        
          

        

      

      
         


      

    

    
 

    
      	
              33

            	
              HEADINGS

            


    

    


    
      	
              33.1

            	
              The
      headings in this Agreement are for reference only and do not limit or
      affect the interpretation thereof.

            


    

    


    AGREED
by the Parties through their authorized signatories:

    


    
      	
              For
      and on behalf of

            	 
      	
              For
      and on behalf of

            
	 
      	 
      	 
      
	
              La
      Serena Technologies Limited

            	 
      	
              Sociedad
      Contractual Minera White

              Mountain
      Titanium

            
	 
      	 
      	 
      
	
              /s/ Brian Flower

            	 
      	
              /s/ Michael P.
Kurthanjek

            
	
              Brian
      Flower, Managing Director

            	 
      	
              Michael
      P. Kurtanjek, President

            
	 
      	 
      	 
      
	
              September 15, 2010

            	 
      	
              September 15, 2010

            
	
              Date

            	 
      	
              Date

            


    


    
      
         


      

      
        24

        
          

        

      

      
         


      

    

    


    Schedule
1

    


    The
Patent Applications

    


    
      
        
          
            
              	
                      Name of Invention

                    	 	
                      Patent Applications

                      Number(s)

                    	 	
                      Filing/Priority Date

                    
	
                      Chinuka
      Ltd. “Treatment of Titanium Ores”

                    	 	
                      UK
      Patent Application 0913736.5

                    	 	
                      Filing
      Date

                      August
      6, 2009

                    
	
                      Chinuka
      Ltd. “Treatment of Titanium Ores”

                    	 	
                      International
      Patent Application

                    	 	
                      Filing
      Date

                    


            

          

        

      

    

    


    Schedule
2

    


    Milestones

    


    
      	 
      	 
      	
              Milestone

            
	 
      	 
      	 
      
	
              1

            	 
      	
              Within
      1,826 days (5 years) after the Effective Date, cumulative expenditure
      (capital and/or expense) of $5,000,000 towards the development of the
      Technology.

            
	
              2

            	 
      	
              Minimum
      royalty payments, pursuant to Clause 6.1 of $200,000 per year with the
      first of such years starting on and from the day after the 5th
      anniversary of the Effective Date.

            
	
              3

            	 
      	
              Commercial
      production of Product starting in the year beginning on the day after the
      9th
      anniversary of the Effective Date.

            


    

    


    Schedule
3

    


    Escrow
Deed

    SEE
ATTACHED


    
      
         


      

      
        25