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LICENCE AGREEMENT

between

ECO Impact GmbH Teerstegenstr. 21, D-42653 Solingen

hereinafter referred to as the licensor

and

Clyvia Technology GmbH Friedrich-List-Allee 10, D-41844
Wegberg

hereinafter referred to as the licensee,

PREAMBLE

The licensor is the applicant and authorized license user of
  the inventions filed under file number 19837277, 19837276 and 19708384 as a
  patent application at the German Patent Office, for the thermal treatment, thermolysis
  and pyrolysis of bituminous materials, to distil and crack waste oil. A licence
  will not be levied for the prototype.

§ 1 DEFINITION

(1)      CONTRACTUALLY SECURED RIGHTS

The contractually secured rights consist of the German patent
application file numbers 19837277, 19837276 and 19708384, any expanded claim
thereof, the corresponding patent applications in other countries, the
registered secured rights bestowed thereupon, as well as all of the available
know-how.

(2)      CONTRACTUAL TERRITORY

The contractual territory is worldwide, without any
restrictions.

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§ 2 OBLIGATIONS OF THE LICENSOR

(1)      GRANTING OF A LICENSE

The licensor grants the licensee an exclusive license to market
the know-how and the patent rights by issuing sub-licenses, as well as to
manufacture, offer and distribute the process according to this contract. In
each individual case, marketing the know-how and the patent rights requires a
written agreement to be signed with the licensor. When exclusive rights are
sub-contracted to third parties, the contractual partners must ensure that the
laws of contract do not overlap.

The sub-license authorizes the licensee to grant the right to a
third party to manufacture, offer and distribute the process according to this
contract. Granting additional sub-licenses to market the know-how and patent
rights is excluded. Thereto, this contract is signed.

(2)      MAINTAINING THE SECURED
RIGHTS

The licensor is obligated to maintain and pursue the
contractually secured rights.

(3)      RELINQUISHING THE SECURED
RIGHT

If the licensor wishes to relinquish a registration of a
contractually secured property right or a contractually secured right, the
licensee must receive written notice thereof. Within one month upon receipt of
notification, the licensee has the right to declare his wish to take over the
registration of a contractually secured property right, respectively, the
contractually secured right. Once the licensee has acquired the right(s), he has
the sole right to use the registration of a contractually secured property
right, respectively, the contractually secured right, without any obligation to
pay royalties. The licensor will make available any documents and declarations
necessary for the acquisition. The licensee shall assume any costs, which may be
incurred to transfer the registration of a contractually secured property right,
respectively, the contractually secured right.

If the licensee does not make use of the acquisition offer
within the aforementioned time period of one month, the licensor can dispose
freely of the contractually secured rights, respectively, the registration of a
contractually secured property right, once that month has expired.

(4)      LIABILITY FOR DEFECTS
INVOLVING SECURED RIGHTS

The licensor affirms that he is not aware of any publication,
which could impede the scope of the contractually secured rights, respectively,
the registration of a contractually secured property right. However, the
licensor will not assume any liability for the validity of anything applied for
by, or dependent on, third party rights.

(5)      OBLIGATION TO OBSERVE
SECRECY

The licensor is obligated to keep secret any and all facts made
known to him about the licensee in association with this contract

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§ 3 OBLIGATIONS ON THE PART OF THE LICENSEE

(1)      PAYMENTS BY THE LICENSEE

The licensee must pay the licensor a percentage of sales
generated from the distribution of systems and equipment, manufactured under the
licence agreement:

|                | Compensation for Know-How   respectively | Patent-royalty per unit
|--------------- | ---------------------------------------- | -----------------------
|                |                                          |                        
|- up to 500 T€  | 5%                                       | 5%                     
|- up to 1000 T€ | 4%                                       | 4%                     
|- > 1,000 T€    | 3%                                       | 3%                     

The licensee is obligated to keep separate bookkeeping records
for shipments, which are subject to royalty payments, including specific
information such as delivery date, quantity, buyer and price.

(2)      ACCOUNTING AND PAYMENT OF
ROYALTIES

The licensee shall draw up a list of all shipments that are
subject to royalty payments, on a quarterly basis  in each case, during the
month following the end of the quarter. The royalties resulting from this list
must be submitted along with the statement of account.

(3)      AUDITING

The licensor is authorized to have the aforementioned
bookkeeping records and the documents pertaining thereto, audited annually by an
auditor, who is obligated to secrecy. The licensor will assume the auditing
costs. However, if the audit results in royalties, which are at least 5% higher
than indicated in the statements presented, the licensee shall pay the auditing
fee.

(4)      OBLIGATION TO SECRECY

The licensee is obligated to keep secret any and all facts made
known to him about the licensor, in association with this contract.

(5)      OBLIGATION OF NON-AVOIDANCE

The licensee is obligated not to avoid or contest the
contractually secured rights, respectively, the registration of a contractually
secured property right, nor to support such avoidance or contestation by a third
parties.

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§ 4 RELATIONSHIPS WITH THIRD PARTIES

(1)      LITIGATION

The licensor will combat any avoidance or contestation of the
  contractually secured rights, respectively, the registration of a contractually
  secured property right and pursue any infringements of the contractually secured
  rights by third parties. However, there is no obligation to pursue infringements.
  The licensee is only authorized to enforce claims arising from the contractually
  secured rights against third parties, to the extent of the following stipulations.

(2)      ACQUISITION RIGHTS

If the licensor refuses to pursue third party infringement of
the contractually secured rights in writing, all of the claims of both parties
arising from the infringement against the third party, shall be passed on to the
licensee, authorizing, but not obligating the licensee to enforce a claim
legally. The licensor shall provide any documents and declarations necessary for
enforcement. Any costs arising in this context shall be borne by the
licensee.

§ 5 TRANSFERABILITY OF RIGHTS

(1)      TRANSFER OF LICENCE;
SUB-LICENCES

Transferring the license and granting sub-licenses must be
approved in writing by the licensor. Approval may only be refused for good
cause.

§ 6 DURATION OF CONTRACT

|(1) | This contract shall become effective on the day that
        the last signature required has been affixed to the contract. It shall
        end when written notification of termination has been submitted, at the
        latest however, when the contractually secured rights have lapsed.                                                                                                               
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|    |                                                                                                                                                                                                                                                                                                                                                                                                              
|(2) | Supplements to this contract do not exist. Changes
        and amendments to the contract must be made in writing. Should one of
        the stipulations of this contract become invalid, the remaining stipulations
        shall continue to be valid correspondingly. The ineffective stipulation
        shall be replaced by a stipulation, which comes closest to it in meaning
        and intention.

(3)      PROPER TERMINATION ON THE
PART OF THE LICENSEE

The licensor and the licensee have the right to terminate the
contract with a 12-month notice to the end of the year, the earliest, however,
for 31/12/2009.

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(4)      TERMINATION WITHOUT
NOTICE

Apart from the customary grounds for termination for good
cause, good cause also applies, if

| | (a) | the licensee files a petition with the court to institute
        settlement proceedings, or if bankruptcy proceedings are instituted;                                                                                                                                                              
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | payment of royalties is delayed by more than two
        months by the licensee, despite the fact that a written reminder has been
        sent via registered mail and that one of the obligations arising from
        this contract, specifically, is to issue a statement and pay the royalties.

Notice of termination must be made in writing and sent by
registered mail.

§ 7 APPLICATION OF THE LAW

German law shall apply exclusively.

|The Licensor:                    |  |                       
|-------------------------------- |  | ----------------------
|[Handwritten: Solingen 17/12/04] |  |                       
|                                 |  | [Signature]           
|Location, Date                   |  | Eco Impact GmbH       
|                                 |  |                       
|The Licensee:                    |  |                       
|                                 |  |                       
|[Handwritten: Wegberg, 13/12/04] |  |                       
|                                 |  | [Signature]           
|Location, Date                   |  | Clyvia Technology GmbH

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