Exhibit 10.2


 


EXCLUSIVE LICENSE AGREEMENT


 


THIS EXCLUSIVE LICENSE AGREEMENT
(hereinafter the “LA”) is made this 23rd day of March, 2014 (hereinafter the “Effective Date”) by
and between GeneSyst International, Inc., a Delaware Corporation, with an address at 1737 Georgetown Road, Suite J, Hudson, Ohio
44236-5013 (hereinafter the "LICENSOR") and Bio-En Corp., a Delaware Corporation, with a Registered Address: Bio-En
Corp. 56 Main street Monsey, NY 10592 (hereinafter the "LICENSEE").


 


RECITALS


 


WHEREAS, LICENSOR has the exclusive
right to license the Patents, (as defined in Section 1 (F)) hereto, pursuant to the terms and conditions of the Right to License
Agreement dated December 31, 2012, by and between LICENSOR and Eau-Viron, Inc.; 


 


WHEREAS, LICENSEE
desires to obtain certain rights to the Patent Rights (as defined in Section 1(G)) and LICENSOR agrees to grant such rights to
LICENSEE and its AFFILIATE(S) (as defined in Section 1(A)) pursuant to the terms and conditions of this LA;


 


WHEREAS,
LICENSOR intends to extend the rights granted herein to the LICENSEE’s AFFILIATES, such that each Project [as defined
in Section 1(J)] incorporating the Patent Rights may be performed by LICENSEE’s AFFILIATES;


 


WHEREAS,
as partial consideration for this LA, LICENSEE shall, by separate instrument executed contemporaneously with this LA,
issue to LICENSOR common stock of LICENSEE in an amount such that, after issuance, LICENSOR’s common stock shall be equal
to TEN percent (10%) of LICENSEE’s issued and outstanding common stock; as of the effective date of signatures hereto;


 


WHEREAS,
LICENSEE acknowledges that (1) the Patent Rights do not include Technical Support Services (as defined in Section 1(K))
of LICENSOR; (2) Technical Support Services requirements with respect to the Patented Technology (as defined in Section 1(H) hereof)
may be unique to the Territory (as defined in Section 1(L)); and (3) LICENSEE will be responsible for securing or self-performing
the necessary Technical Support Services with respect to the Patented Technology.


 


NOW, THEREFORE,
in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the
receipt, invoice arrangements and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:


 


1. DEFINED TERMS. For purposes of
this LA, the following terms will be defined as follows:


 


		A.	“AFFILIATE” means a business entity in the Market Territory which is registered in
The Market Territory in which LICENSEE holds an ownership interest acceptable to LICENSOR which approval shall not be unreasonably
withheld.



 


		B.	"Apparatus" means those gravity pressure vessels and related equipment, systems and/or
methods, provided that the use of such technology would infringe a Valid Claim (as defined in Section 1 (M)) in the absence of
this LA.



 






    	1



    	 



    

 


		C.	"GAAP" means generally accepted accounting principles as used in the United States of
America applied on a consistent basis.



 


		D.	“Independent Consulting Services” means consultation and Technical Support Services
provided by LICENSOR to LICENSEE or an AFFILIATE under the Independent Contractor Consulting Agreement (hereinafter the “ICCA”)
of Exhibit D attached to and made a part of this LA.



 


		E.	“Initial Project” means the first Project (as defined in Section 1(J)) under this LA
with the first AFFILIATE.



 


		F.	“Patents” means the patents and pending patent applications listed in Exhibit A
attached to and made a part of this LA; and all continuations, continuations-in-part, divisions, extensions, reexaminations
and reissues of the patents and pending patent applications listed in Exhibit A, whether filed on before or after the Effective
Date of this LA, which trace their earliest priority filing date by unbroken lineage to a patent or patent application listed in
Exhibit A.



 


		G.	“Patent Rights” mean the rights secured by the Patents.



 


		H.	“Patented Technology” means the technology claimed in the Patents.



 


		I.	“Parties” means the LICENSOR, LICENSEE and each AFFILIATE, as applicable.



 


		J.	“Project” means each commercial operation within the Territory (as defined in Section
1(L)) at which any of the Patented Technology is used.



 


		K.	“Technical Support Services” mean assistance in effecting the commercialization of
any of the Patented Technology, including but not limited to assistance with raw material characterization, process laboratory
simulation, chemical analysis, staff training, engineering design, construction, operation and maintenance process design and application
matters, marketing, applicability, limitation analysis, business profitability, contractual limitation, presentation and seminars,
contract documents, graphics, construction or materials management, construction inspection, market projections, cost estimating,
specifications, operations, maintenance, employee training and quality control.



 


		L.	“Territory” means The Nation of Malta.



 


		M.	“Valid Claim” shall mean (a) a claim of a pending patent application that has not been
pending for longer than seven years (or such longer time period as may be permitted under applicable law), or (b) a claim of an
issued and unexpired Patent that has not been held invalid or unenforceable by a court or other governmental agency of competent
jurisdiction in a decision or order.



 


2. INCORPORATION OF RECITALS.
The parties acknowledge that the Recitals are true and correct in all respects and are incorporated herein by reference.


 






    	2



    	 



    

 


3. LICENSE GRANT.


 


		A.	Upon payment of the Initial License Fee (as defined in Section 4(A)), LICENSOR hereby grants to
LICENSEE an exclusive license (without the right to sublicense) to make, use, have made, sell, market, and develop the Patented
Technology in the Territory.



 


		B.	This LA is not restricted as to application as presented in the teachings and preferred embodiments
of the Patents, and permit any use within the capability of the method or apparatus Patents, except as pertains to methods involving
exceptional safety and technical qualifications in management, engineering and employee training. Examples of such special requirements
include low level and or mixed and transuranic radioactive wastes, the demilitarization of chemical, biological and radiological
weapons, pharmaceutical and carcinogenic wastes, and any such marketing or contracting efforts must be approved by LICENSOR on
a case by case basis according to the qualifications of the participants applicable to Projects within the Territory.



 


		C.	LICENSEE will not associate the Patented Technology with any other technology that may have a material
adverse effect on the integrity or reputation of the Patented Technology without the prior written consent of LICENSOR, which consent
shall not be unreasonably withheld, conditioned or delayed.



 


		D.	LICENSEE will not enter into any agreement, or nondisclosure
or non-circumvention agreement limitation, with any third party that would prevent such third party from entering into an agreement
concerning the Patents with LICENSOR outside of the Territory.



 


		E.	LICENSEE will be responsible for providing LICENSOR with
a timely report each time LICENSOR’S Patented Technology is disclosed or represented to any third party or client, including
the well-known journalistic who, where, when, what and why, with outline of future actions, schedules and requirements and any
representations made in regard to the Patented Technology.



 


		F.	LICENSOR acknowledges and agrees that the licenses granted hereunder will extend to LICENSEE’S
AFFILIATES after each such AFFILIATE agrees to be bound by the terms and conditions of the agreement attached hereto as Exhibit
B (“EXCLUSIVE AFFILIATE LICENSE Agreement”). The obligations and liabilities of each AFFILIATE and the LICENSEE
shall be several and not joint, and independent from any other obligations and liabilities of any other AFFIIATE such that a default
by one of them shall not be a default by another.



 


4. COMPENSATION.


 


		A.	With signature hereto, LICENSEE, shall pay to LICENSOR an initial
license fee equal to THREE HUNDRED THIRTY THOUSAND US DOLLARS ($330,000.00) in an amount in Euros as of the date of agreement
(the “Initial License Fee”) net after any applicable Value Added Tax fees, or equivalent payment requirements.



 


		B.	LICENSEE will, as well as on behalf of each Affiliate(s) hereto as applicable,
agrees that it shall pay to LICENSOR a royalty equal to three percent (3%) of gross revenues, as defined under GAAP in the
Territory, actually received by LICENSEE (the “Royalties”), but in no event less than US $330,000.00 in an amount
in Euros as of the date of agreement net after any applicable Value Added Tax or equivalent payment requirements, per calendar
year per Project (the “Minimum Royalty”). LICENSEE shall pay the Royalties due within thirty (30) days after the end
of each calendar quarter, such payments to begin within thirty (30) days after the first full calendar quarter after the Effective
Date. The first Minimum Royalty shall be due thirty (30) days after the anniversary of the first of the following events, LICENSEE’S
procurement of initial project development funding, client contract or initiation of engineering, and shall be due annually thereafter.



 






    	3



    	 



    

 


		C.	The LICENSEE, as well as on behalf of each Affiliate(s) hereto as applicable, shall provide to
the LICENSOR at its offices on or before the last working day of February of each year a written report for each Project for the
previous year, or portion thereof, that will include a detailed report of the Royalties or credits due (“Annual Report”).
Any credit(s) shall be applied to the next Royalties payment(s) due. On ten (10) days written notice, the LICENSOR shall have the
right at its expense to perform diligence and/or audit the records of the LICENSEE and/or each AFFILIATE relating to the payments
due to LICENSOR hereunder. Said audit shall be conducted in a timely fashion in the offices of the LICENSEE or AFFILIATE in a semi-private
office provided and furnished by the LICENSEE or AFFILIATE. In the event irregularities that exceed ten percent (10%) of the actual
Royalties paid are discovered in any audit, the LICENSEE or AFFILIATE shall have thirty (30) business days from written formal
notice from LICENSOR to remedy the irregularity.



 


		D.	As an alternative to the payment of Royalties, in the event no performance price for services producing
an ongoing gross income to LICENSEE, and on behalf of each Affiliate(s) hereto, is involved and the Vessel is sold or built for
the use of a client, a fixed fee shall be paid by AFFILIATE to LICENSOR in an amount equal to 9.0% of the construction price of
each gravity pressure vessel, appurtenances, and supporting improvements directly relating thereto (hereinafter “Fixed Fee”).
The construction price shall include the sum of all construction contracts, design and contract document fees, and contract revisions.
The construction price does not include monies for land, legal fees, finance fees and/or points, insurance, interest, or bonding
requirements. The Fixed Fee shall be paid to LICENSOR on a pro rata basis with the construction monthly draws for progress payments
against the construction account and reconciled with the final payment with National Society of Professional Engineers "Certificate
of Substantial Completion" form 1910-8-D, latest edition. The Initial License Fee and the Independent Contractor Consulting
Services Fee (as defined in Section 5(F)) shall apply should this alternative be selected.



 


		E.	Upon prior notification to LICENSOR, as an alternative to the payment of Royalties, LICENSEE or
its AFFILIATE(S), and on behalf of each Affiliate(s) hereto,  may as an alternative and upon
notification of election of this alternative, and LICENSEE or its AFFILIATE(S) may elect to tender a purchase order to LICENSOR
for a LICENSOR supplied Vessel, supported by a dedicated payment assurance or guarantee from a banking institution approved by
the LICENSOR, for the specific facility for which the purchase order is applicable, as of the date of the purchase order, with
the cost of the license rights for the remaining life of the patent covering said Vessel included in the purchase price of the
Vessel from the LICENSOR. The Initial License Fee and the Independent Contractor Consulting Services Fee (as defined in Section
5(F)) shall apply should this alternative be selected.



 






    	4



    	 



    

 


		F.	LICENSEE, and on behalf of each Affiliate(s) hereto, shall
also enter into the ICCA of Exhibit D and provide to LICENSOR an independent contractor consulting services fee of not less
than US $150,000.00 per year in an amount in Euros as of the date of agreement (the “Independent Contractor Consulting
Services Fee”) to cover the costs of consultation and Technical Support Services. Any portion of the annual Independent Contractor
Consulting Services Fee not used within the given year shall not be refundable, but will be applied against the subsequent year’s
fee. This payment obligation will be that of the AFFILIATE operating each separate Project, but payments shall be remitted by and
through LICENSEE.



 


		G.	Any payment amounts in this LA refer to U.S. currency unless partial exception is made in advance
of the payment due date.



 


		H.	In the event an AFFILIATE signs the AFFILIATE LICENSE AGREEMENT, EXHIBIT B, in the form
attached hereto the AFFILIATE, through the LICENSEE, shall be obligated to pay or perform the obligations to LICENSEE under this
Section 4 with respect to the Project or Projects undertaken by such AFFILIATE. The obligations and liabilities of each AFFILIATE
and the LICENSEE under this LA shall be several and not joint and independent from the obligations and liabilities of any other
AFFILIATE so that a default by one of them under this LA shall not be a default by the others. In the event of the termination
of cessation or suspension of operations by the LICENSEE, the agreements with the Licensee of each AFFILIATE hereunder shall transfer
directly to the LICENSOR.



 


5. TERRITORY. For
purposes of determining whether the rights granted hereunder are being used by LICENSEE in the Territory, the physical location
of LICENSEE’S use of the Patents, Patent Rights, or Patented Technology shall control.


 


6. TERM. Unless otherwise terminated
in accordance with Section 7 hereof, the term of this LA shall continue from the Effective Date until the date of expiration of
the last to expire of the Patents. The term of the LA for each Project shall be for the earlier of: (i) the cessation of all activities
with respect to the active use of the Patented Technology at any plant/facility located the Project site(s) by LICENSEE or any
AFFILIATE; or (ii) the life of the last to expire of the Patents used by LICENSEE or any AFFILIATE at any plant/facility located
the Project site(s).


 


7. TERMINATION.


 


		A.	LICENSOR may terminate this LA upon a breach by LICENSEE or an AFFILIATE, only with respect to
the defaulting LICENSEE or defaulting AFFILIATE, if LICENSEE or such AFFILIATE fails to cure the breach within thirty (30) days
of such LICENSEE’S or AFFILIATE’S receipt of notice of default. The following events will be considered defaults:



 


		1)	LICENSEE or AFFILIATE has not made one of the payments or scheduled fees duly required by this
LA as of the due date;



 


		2)	LICENSEE or AFFILIATE has voluntarily or involuntarily become bankrupt as determined or accepted
in a Court of Law having such jurisdiction, entered into the protection of the Bankruptcy Courts, or a receiver has been appointed,
and the payments required under this LA have not been made within thirty (30) days of the due date;



 






    	5



    	 



    

 


		3)	LICENSEE or AFFILIATE, or any officers or board directors of LICENSEE or AFFILIATE, have been determined
by a mutually agreed arbitrator, negotiator or officer of a Court of Law to have been involved in matters of willful malfeasance,
gross negligence or felonious actions with respect to this LA which has substantially harmed LICENSOR, provided LICENSOR is not
in default of this LA;



 


		4)	LICENSEE or AFFILIATE materially breaches the listed obligations of this LA and has not timely
cured such breaches; or



 


		5)	LICENSEE or AFFILIATE fails to use its good faith efforts to comply with the Territorial Market
Development and Business Operations and Financing Plan as approved by the LICENSOR.



 


		B.	A default by LICENSEE will not permit LICENSOR to terminate the rights of any AFFILIATE that is
not in default. In such event that LICENSEE’s rights under this LA have been terminated, any AFFILIATE of an existing Project
may continue to operate the Project and shall thereafter remit all payments due on account of such Project directly to LICENSOR.
LICENSOR and any such AFFILIATE shall execute mutually acceptable estoppel agreements, and other reasonably requested documentation,
from time to time, in order to assure such AFFILIATE and any lenders to a Project that the rights of the AFFILIATE will not be
adversely affected upon a default of the LICENSEE or any other AFFILIATE.



 


		C.	LICENSOR expressly agrees that LICENSEE shall not be liable for any damages that may be incurred
by LICENSOR as a result of the failure of an AFFILIATE to pay any scheduled fee or Royalties, resulting in the termination of the
LA as defined in this Section 7. LICENSOR also expressly agrees that AFFILIATE(S) shall not be liable for any damages that may
be incurred by LICENSOR as a result of the failure of LICENSEE or another AFFILIATE to pay any scheduled fee or Royalties, resulting
in the termination of the LA as defined in this Section 7.



 


8. PATENT FEES; MAINTENANCE AND PROTECTIONS.


 


		A.	Patent Fees. LICENSOR shall be responsible for all annuity and/or maintenance fees due and payable
to the United States Patent and Trademark Office with respect to Patents. LICENSOR represents and warrants that it will not allow
any patent to lapse during the Term of this LA without (i) giving LICENSEE sixty (60) days written notice of LICENSOR’s intent
to allow such patent to lapse; and (ii) the prior written consent of LICENSEE, provided the LICENSEE is current on any and all
payments to LICENSOR.



 


		B.	Patent Application Fees. With respect the pending Patents, LICENSOR shall use its best efforts
to prosecute such applications. LICENSOR shall be responsible for all costs (including attorneys' fees and filings fees) associated
with the prosecution of said applications.



 


9. LITIGATION CONDITION SUBSEQUENT.
In the event any litigation is asserted against LICENSEE of such a nature as to substantially harm LICENSEE’S ability to
market or fund the Patented Technology, LICENSEE shall, in good faith, diligently prosecute or defend any such claim. Notwithstanding
the foregoing, this provision shall not mitigate LICENSOR’S duty to defend patent infringements and the like, at its cost,
as otherwise provided in this LA.


 






    	6



    	 



    

 


10. PLANNING. As a requirement to
qualify to enter into this LA, the LICENSEE shall provide to LICENSOR for the LICENSOR’S approval, a "Plan for the Territory
Market Development and Business Operations and Financing." The scope of these plans sponsored by the LICENSEE would include
evaluation, market and organizational tasks leading up to and including Product Enhancement Training (PET) operations and staff
training as well as scheduling and confirmed costs to design, build and operate a commercial gravity pressure vessel process, “Proof
of LICENSEE qualification.” This Plan for Territory Market Development and Business Operations and Financing shall be CONFIDENTIAL
and shall not be disclosed by LICENSOR to any other person or entity, and shall only be reviewed by the executive officers and
Directors of LICENSOR on a need to know basis. On notification by the LICENSOR, the LICENSEE may be required to document to the
LICENSOR fiscal capability to execute the plans described herein. The actual source of LICENSEE'S funding shall be of good public
reputation, and shall be subject to the approval of the LICENSOR, which approval shall not be unreasonably denied. 


 


11. CONTROLLED INFORMATION. The
provisions of the "Bilateral Nondisclosure Agreement" Exhibit C shall be applicable herein.


 


12. INFORMATION EXCHANGE. The lateral
exchange of information is in three categories. The first is that information that is advantageous to have in the public domain.
That will include University studies, papers, thesis presentations, grant results, and laboratory simulations. The second is the
intermediate grade work of common benefit to the Patented Technology, but to be kept within the circle or family of companies holding
license under the subject Patents, including vendor data, published costs, permit requirements, public contracts, RFP notifications,
or information about the competition. The third is that level of technical knowhow defined by the source to be "Confidential"
in nature and not to be traded or revealed without the written consent of the author or sponsor. This category might include patent
applications, litigation details, contracts under negotiation, client lists, and so forth. The LICENSOR shall maintain a library
listing items under each of these categories by title and abstract for the consideration of participants in the patent license,
as revealed by the participants to the LICENSOR. Materials obtained from this database will be provided at the nominal fee of reproduction,
handling and mailing.


 


13. OWNERSHIP OF INFORMATION. The
parties hereto acknowledge and agree that any results, data and information that is derived from the use of the Patented Technology
by LICENSEE and/or its AFFILIATES in connection with the operation of its respective business shall be solely owned by LICENSEE
and/or its AFFILIATES. Notwithstanding, LICENSOR will be given access to all such results, data and information. All such results,
data and information shall be subject to the terms of the Bilateral Nondisclosure Agreement of Exhibit C.


 


14. TECHNICAL SUPPORT SERVICES.
LICENSEE acknowledges and agrees that (i) the Patents, Patent Rights and Patented Technology include no Technical Support Services;
(ii) Technical Support Services requirements with respect to the Patented Technology may be unique to the Territory; and (iii)
LICENSEE will be responsible for securing or self-performing necessary Technical Support Services with respect to the Patents,
Patent Rights and Patented Technology. The provisions of the ICCA of Exhibit D shall be considered to be applicable to LICENSOR’S
provision of Technical Support Services and the tasks separately identified therein shall be performed by LICENSOR by mutual agreement
of the Parties for the applicable fees to be paid to LICENSOR for such services.


 






    	7



    	 



    

 


15. QUALITY CONTROL. For
quality control the AFFILIATE for each Project, by or through LICENSEE, shall provide to the LICENSOR one set of construction documents
and one set of permit applications in their last proposed form. The LICENSOR shall provide one set of non-binding comments to the
LICENSEE for the subject AFFILIATE within two (2) weeks of receipt thereof. Said review or any additional reviews prior to design
and/or permit completion or subsequent to the non-binding review hereinabove shall be subject to the terms of the ICCA and applicable
fees to be paid to LICENSOR for such services.


 


16. PUBLIC INFORMATION. LICENSEE
and each AFFILIATE shall conform to the trademarks and nomenclature as defined by LICENSOR, and GeneSyst International, Inc. and
the inventor, James A. Titmas, shall be identified and credited in each news release, public presentation, funding promotion, or
release of technical data involving the Patented Technology which is in the control of LICENSEE. The use of the terms, the “Gravity
Pressure VesselTM,” or the “GPVTM,” reaction method or apparatus, or the “Titmas ProcessTM,”
or the “GeneSyst ProcessTM,” conversion system are to be utilized as applicable. LICENSOR shall be permitted to
review news releases, public presentations, and funding promotion prior to release by LICENSEE for compliance with this provision.


 


17. REPRESENTATIONS AND WARRANTIES.


 


		A.	Each party represents and warrants to the other party that (i) it is a legal entity duly organized,
validly existing and in good standing; (ii) it has all requisite corporate power and authority to execute, deliver and perform
its obligations hereunder; (iii) it will comply with all laws and regulations applicable to the performance of its obligations
hereunder and will obtain all applicable permits and licenses required of it in connection with its obligations hereunder; (iv)
it will avoid deceptive, misleading or unethical practices that could adversely affect the performance of the other party’s
obligations under this LA or damage the reputation of the other party; (v) it is not a party to any agreement with a third party,
the performance of which is reasonably likely to affect adversely its ability or the ability of the other party to perform fully
its respective obligations hereunder; and (vi) its performance of its obligations under this LA will not violate any other agreement
between such party and any third party.



 


		B.	LICENSOR represents and warrants to LICENSEE that (i) as of the Effective Date of this LA, LICENSOR
has no knowledge or information that would lead LICENSOR to conclude that the Patents, Patent Rights, or Patented Technology infringe
or violate the patent, copyright, trademark, trade secret or other intellectual property rights of any third party; (ii) the Patents,
Patent Rights, and Patented Technology as licensed to LICENSEE by LICENSOR under the terms and conditions of this LA are free from
any encumbrance, liens, obligations or any other such restrictions; and (iii) LICENSOR has all rights necessary to provide the
licenses granted hereunder.



 


18. INFRINGEMENT MATTERS. 


 


		A.	Each Party will notify the other Party promptly in writing when any infringement is uncovered or
suspected, including but not limited to (a) any known or suspected infringement of the Patented Technology by a third party, and
(b) any claim that a Project infringes the intellectual property rights of a third party.



 






    	8



    	 



    

 


		B.	In the event that any information is brought to the attention of LICENSOR or LICENSEE that others
are infringing on the Patent Rights granted pursuant to this LA, LICENSOR shall, at its own expense prosecute all such infringement.
The control of the litigation, including settlement, shall be by the LICENSOR. LICENSEE shall have the right, at its expense, to
be represented by counsel of its own choice and to prosecute and/or join in all such litigation. Should LICENSEE elect not to join
in any such litigation, LICENSOR will keep LICENSEE reasonably informed as to the status of any such enforcement. The final disposition
of any and all litigation affecting the interests of LICENSOR in the patents shall be by the LICENSOR. LICENSOR shall control and
settle any such suit in a manner consistent with the terms and provisions of this LA.



 


		C.	LICENSOR shall defend, at its own expense, all infringement suits that may be brought against LICENSEE
or any AFFILIATE based on or related to manufacture, use, or other exploitation of the Patented Technology, or devices based upon
the Patented Technology. Provided, however, if said suit is directly attributable to actions or inactions by LICENSEE or any AFFILIATE
that are substantially inconsistent with the rights granted to LICENSEE or AFFILIATE in the Patented Technology, the costs of defense
shall be borne by the LICENSEE or the applicable AFFILIATE. Each Party hereto shall have the right to pursue the defense of the
Patents independently or in a joint action. The control of the litigation, including settlement, in all cases shall be by the LICENSOR.



 


19. REMEDY FOR DEFAULT. If LICENSEE
or any AFFILIATE is in default of the terms of this LA, and has not cured said default within thirty (30) days of written notification
by LICENSOR and receipt of the notice of default by LICENSEE and defaulting AFFILIATE, if any, LICENSOR shall have the right, but
not obligation, to void the rights of the defaulting Party, in whole or in part and/or pursue any other remedies under this LA
or permitted by law or equity.


 


20. PATENT IMPROVEMENTS; FUTURE DEVELOPMENTS.
In the event an improvement patent is licensed or granted to the LICENSOR bearing the same expiration date as a patent listed in
Exhibit A, the LICENSEE shall benefit from the Exclusive License rights under said improvement under the terms defined herein.
If a new patent is co-authored with the LICENSEE by any officer or employee of the LICENSOR, then the LICENSOR and the LICENSEE
shall, jointly, have the right to license said patent outside of the Territory and shall share in the economic benefits thereof.
The LICENSOR shall be the managing partner in all matters involving said co-authored Patent.


 


		A.	Joint Ownership. Except as set forth in the ICCA, any inventions which are jointly invented
by an officer or employee of LICENSEE and/or an AFFILIATE, and an officer or employee of the LICENSOR, and LICENSEE and/or such
AFFILIATE and LICENSOR are joint owners of the invention as a result thereof, then LICENSOR and LICENSEE and/or such AFFILIATE
shall be joint owners of any patent issuing from the joint invention. LICENSOR shall be the managing partner with respect to any
joint inventions and shall have the exclusive right to market any such jointly owned patent outside the Territory and the right
to license said patent outside of the Territory, but LICENSOR and LICENSEE shall share equally in the economic benefits thereof.



 


		B.	Valuation Process. In order to determine the value of the economic benefit of the jointly
owned patent under subsection (A) above, for a period of twenty (20) days after notice from one Party to another Party, each of
the Parties shall use good faith efforts to undertake to mutually agree upon the value of the economic benefit of the jointly owned
patent. If the Parties are unable to mutually agree upon the value of the economic benefit of the jointly owned patent during such
20-day time period, then within ten (10) days after the expiration of such 20-day period, the Parties shall use good faith efforts
to select an independent valuation expert (the "Selected Valuation Expert") with experience in LICENSEE'S industry
to perform an independent valuation of the economic benefits of the jointly owned patent and such independent valuation shall be
binding on the Parties hereto. If the Parties are unable to agree upon the Selected Valuation Expert within such 10-day period,
then within ten (10) days after the expiration of such 10-day time period, each Party shall select one (1) independent valuation
expert (collectively, the "Initial Experts") and the Initial Experts shall mutually select one (1) independent
valuation expert (the “Valuation Expert”) within ten (10) days of such request who shall independently perform
the valuation of the economic benefit of the jointly owned patent within thirty (30) days after the date of selection by the Initial
Experts and such determination of the value of the economic benefit of the jointly owned patent shall be final and binding on the
Parties. The costs and expenses incurred in connection with the independent valuations performed by the Selected Valuation Expert,
the Initial Experts and the Valuation Expert, if required, shall be borne equally by the Parties. If a Party fails to select an
Initial Expert during such 10-day time period and the other Party has selected an Initial Expert within such 10-day time period,
then the Initial Expert selected within such 10-day time period shall be deemed to be the Valuation Expert and shall perform the
independent valuation of the economic benefit of the jointly owned patent within thirty (30) days after his or her selection and
such independent valuation shall be valid and binding upon on the Parties for the purposes of this Section 20.



 






    	9



    	 



    

 


21. OTHER FUTURE PATENTS. Any future
patents directly related to gravity pressure vessels and related or supporting technology and procedures in which LICENSOR or James
A. Titmas (“Titmas”) may have or acquire rights, or which Titmas has either: (i) invented or (ii) been instrumental
in inventing and has patent right thereto, shall be considered to be added to Exhibit A. Any future patents not exclusively related
to gravity pressure vessels and related or supporting technology and procedures in which James A. Titmas (“Titmas”)
may have or acquire rights, or which Titmas has either: (i) invented or (ii) been instrumental in inventing, shall be exempt from
the terms of this LA.


 


22. DISPUTE RESOLUTION PROCESS.


		A.	Except as set forth in Section 7, LICENSOR and LICENSEE agree that any and all claims, counterclaims,
disputes, and other matters in question between them arising out of or relating to this LA or the breach thereof (“Disputes”)
shall be resolved in the manner set forth below.



 


		1)	Negotiation.  LICENSOR and LICENSEE shall endeavor to settle and resolve any Disputes between
them, excluding validity or enforceability of the Patents, by direct good faith discussions and negotiations conducted by and between
the officers of LICENSEE and LICENSOR, as soon as practicable after the Dispute arises and before initiating any litigation, arbitration
or other adversarial dispute resolution procedures. Any Dispute not resolved within thirty (30) days after written notice by one
party to the other of its existence will be referred to mediation in accordance with Section 22(A).



 


		2)	Mediation.  LICENSOR and LICENSEE agree that they shall first submit any and all unsettled
Disputes, excluding validity or enforceability of the Patents, to mediation with a neutral mediator, without using a dispute resolution
organization or administrative service. The mediator will be selected within fifteen (15) days of the end of negotiations between
the parties. Within thirty (30) days after the mediator is selected, both parties and their respective attorneys will meet with
the mediator for one mediation session of at least four (4) hours. If such mediation is unsuccessful in resolving a Dispute, then
(1) the parties may mutually agree to a dispute resolution of their choice, or (2) either party may seek to have the Dispute resolved
by a court of competent jurisdiction.



 






    	10



    	 



    

 


23. GENERAL PROVISIONS.


 


		A.	LICENSEE shall not have the right to sublicense.



 


		B.	Neither Party may assign this LA to any third party without the prior written consent of the other
Party, provided that either Party may assign this LA upon a merger or sale of substantially all of such Party’s capital stock
or assets. This LA shall be binding upon and inure to the benefit of each of the Parties, their respective heirs, legal representatives,
successors, and assigns.



 


		C.	The laws of the State of Delaware shall govern the validity, performance, and enforcement of this
LA.



 


		D.	Should LICENSOR enter into a license agreement to make, use, have made, sell or develop the Patented
Technology with a third party on more favorable terms to the licensee than this LA, LICENSEE shall have the option for thirty (30)
days after such terms are brought to its attention to elect to avail itself of such license agreement and

substitute it for this LA.



 


		E.	This LA and all Exhibits attached hereto contain the entire agreement between the Parties as to
the matters contained herein, and supersedes any and all other agreements, contracts, promises, or representations, whether written
or oral between the Parties with respect to the subject matter hereof. No subsequent agreements, contracts, promises or representations
shall be binding and effective between the parties, unless set forth in writing and signed by authorized representatives of the
Parties.



 


		F.	Any forbearance or failure or delay by any of the Parties to exercise any right, power, or remedy
hereunder shall not be deemed to be a waiver of such right, power, or remedy, and any single or partial exercise of any such right,
power, or remedy hereunder shall not preclude the further exercise thereof; and every right, power, or remedy of any Party shall
continue in full force and effect until such right, power, or remedy is waived specifically by an instrument in writing executed
by such Party.



 


		G.	In addition to the agreements and notices to be delivered as herein provided, each of the Parties
hereto shall, from time to time upon the reasonable request of the other Party, execute and deliver such additional certificates,
notices or instruments and shall take such other action as may reasonably be required to more effectively carry out the terms of
this LA, and consummate the transactions contemplated hereby.



 






    	11



    	 



    

 


		H.	All entities signing this LA represent and warrant that their execution, delivery and performance
of this LA has been duly authorized by all necessary corporate and other action and is valid and binding upon such entities. All
individuals signing this LA hereby confirm that they have carefully reviewed all the terms and conditions set forth in this LA;
they understand these terms and conditions; and they knowingly execute this LA with the understanding they will be bound by these
terms and conditions.



 


		I.	This LA shall be construed without regard to the identity of the person who drafted the various
provisions and the rule of construction shall not apply. Each and every provision of this LA with its Exhibits and such other documents
and instruments, shall be construed as though all of the Parties participated equally in the drafting process.



 


		J.	If any provision of this LA or the application of the same shall be deemed to be illegal or unenforceable,
then to the extent that such provision is severable under the laws of the state of Delaware, the remainder of this LA shall continue
in full force and effect.



 


		K.	The paragraph headings contained in this LA are for conveniences only and shall not affect, or
be used in connection with, the interpretation of this LA.



 


		L.	This LA may be executed in any number of copies, each of which shall be deemed an original.



 


24. NOTICES


 





		A.	Any notice required to be given under this LA shall be given by certified or registered mail, return
receipt requested, or by standard US mail and shall be effective as of the date of mailing or transmission, directed to the parties
to the following addresses or such or other place as either Party may direct in writing:








 


 


(the remainder of this page left blank)


 






    	12



    	 



    




 



    	13



    	 



    




 


EXHIBIT
A


PATENTS AND PATENT APPLICATIONS


  


 


5,711,817 APPARATUS AND METHOD FOR THE
CONTINUOUS CONVERSION OF CELLULOSIC MATERIAL TO ETHANOL, JAMES A. TITMAS, 27 JANUARY 1998.


 


6,716,360 B2 “METHOD AND APPARATUS
FOR TREATING WASTE STREAMS,” A.K.A. UREA PRODUCTION FROM WET OXIDATION, JAMES A TITMAS, ISSUED 16 APRIL 2004 EXPIRATION 16
APR 2022.


 


6,746,516 B2 "METHOD AND APPARATUS
FOR TREATING AIR EMISSIONS AND RECOVERING PRODUCTS THEREFROM" JAMES A. TITMAS, ISSUED 8 JUN 2004 EXPIRATION 10 JUN 2022.


 


7,188,791 "GRAVITY PRESSURE VESSEL
AND METHOD FOR TREATING VULCANIZED RUBBER" JAMES A. TITMAS, ISSUED 13 MAR 2007. EXPIRATION 7 JAN 2025.


 


7,189,328 B1 “METHOD FOR EXTRACTION
OF DISSOLVED TRACE MATERIALS FROM SOLUTION AND RELATED APPARATUS” JAMES A TITMAS, ISSUED 13 MARCH 2007, EXPIRATION 25 JUN
2024.


 


7,211,194 “GRAVITY PRESSURE VESSEL
AND RELATED APPARATUS AND METHODS, A.K.A. SELF HEATING HYDROLYSIS GRAVITY PRESSURE VESSEL” JAMES A. TITMAS. ISSUED 1 MAY
2007, EXPIRATION OCT 2024.


 


8,168,043 “RETORT APPARATUS AND A
METHOD FOR CONTINUOUSLY PROCESSING LIQUID AND SOLID MIXTURES AND FOR RECOVERING PRODUCTS THEREFROM,” JAMES A. TITMAS. ISSUED
1 MAY 2012, EXPIRATION 29 AUG 2028.


 


8,173,024 "APPARATUS FOR CONDUCTING
SUPERCRITICAL WET OXIDATION CONTAINED WITHIN A FLUID ENVELOPE" JAMES A. TITMAS, APPLICATION DATE 25 JULY 2008, EXPIRATION
25 July 2028


 


Note: No assurance is given or implied
that the following Patents Pending will be awarded.


 


 


SN 12/452,605 “METHOD AND APPARATUS
FOR HYDROLIZING CELLULOSIC MATERIAL,” JAMES A. TITMAS A.K.A. HOLOCELLULOSE ISOLATION IN A GRAVITY PRESSURE VESSEL."
(selected foreign patents having been awarded – US patent has been approved, publishing pending)


 






    	14



    	 



    

 


EXHIBIT B


EXCLUSIVE AFFILIATE LICENSE AGREEMENT


 


The below party (the “AFFILIATE”)
is an AFFILIATE of ____________________________, a company duly organized under the laws of ________________, the “LICENSEE”
under a certain “Exclusive License Agreement” (the “LA”) between GeneSyst International, Inc., a Delaware
corporation, the “LICENSOR,” and LICENSEE, executed by them on _________, 201_.


 


AFFILIATE, for good
and valuable consideration the receipt and sufficiency of which is acknowledged, agrees to be bound by all of the terms and conditions
of the LA applicable to an AFFILIATE of LICENSEE. If at any time LICENSEE should fail to pay or perform any of the obligations
set forth in the LA with respect to the Project or Projects under taken by AFFILIATE, AFFILIATE shall assume that obligation within
thirty (30) days of receipt of written notice of LICENCEE’S default.


 


IN WITNESS WHEREOF,
LICENSOR, LICENSEE and AFFILIATE have through their duly authorized representatives executed this Exhibit B that shall form
an integral part of the LA as of this _______ day of _____________,.


 


GeneSyst International, Inc.


By:


Print Name:James A. Titmas


Title:CEO


 





 


 


 


 


AFFILIATE


By:                                                                                                        


Print Name:                                                                   


Title:                                                                                                     


 






    	15



    	 



    

 


EXHIBIT C


BILATERAL NONDISCLOSURE AGREEMENT


 


GENESYST INTERNATIONAL,
INC., a Delaware corporation, referred to herein as the "LICENSOR" and Bio-En Corp., , referred to
herein as the “LICENSEE” (together referred to as the "Parties") agree pursuant to the terms of this Bilateral
Nondisclosure Agreement (the “BNA”) to the exchange of confidential information solely for the purpose of evaluation,
on the condition that the Parties will not discuss or make use in any manner of the information supplied by the LICENSOR or the
LICENSEE except under the conditions set forth below:


 


BE IT RESOLVED that in consideration of
the recitals contained hereinafter, including the mutual promises herein contained, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the undersigned Parties do hereby certify that:


 


1. Each of the Parties hereto agrees that
the information which it intends to impart to the other subsequent to the execution hereof will lead to disclosure of intellectual
property, clients, intermediaries, contacts, and identification of lending institutions, borrowers, corporations, individuals,
shareholders and/or Trusts and shall remain confidential for the term of this BNA.


 


2. The Parties agree for a period equal
to the term of the Exclusive Licensing Agreement (the “LA”) not to divulge any confidential information which has heretofore
or may hereafter be disclosed to the other orally or in writing, and not to make further use of the same without written permission
of Party disclosing such confidential information.


 


3. The above obligation shall not apply
to:


A.Information that at the
time of disclosure is in the public domain;


		B.	Information which after disclosure by the Parties to each other becomes part of the public domain
by publication or otherwise through no act or failure of the Party;



		C.	Information, which the Party can show, was in its possession at the time of disclosure and was
not acquired directly or indirectly from either Party;



		D.	Information which is rightfully disclosed to the other by a third party who did not acquire the
information directly or indirectly from the other.



		E.	Information ordered to be made public through and by court rulings or procedures;



 


4. Nothing contained in these BNA, terms
shall be construed as a restraint, shop right, or license, for any intellectual property, or impede the marketing thereof by the
owner or designated representative.


 


5. Nothing herein shall prohibit the disclosure
of such information required to be disclosed in the normal course of business dealings of the Parties hereto.


 






    	16



    	 



    

 


EXHIBIT D


INDEPENDENT CONTRACTOR CONSULTING
AGREEMENT


 


WHEREAS, GeneSyst International,
Inc., a Delaware Corporation (“LICENSOR”) and Bio-En Corp.,   (“LICENSEE”). (LICENSOR
and LICENSEE sometimes referred to as the “Parties”), desire to enter into an Independent Contractor Consulting Agreement
(the “ICCA”) for the LICENSOR to provide expertise and Technical Support Services in the field of gravity pressure
vessel applications and related matters as set forth in the terms and conditions contained below:


 


NOW, THEREFORE,
in consideration of the respective agreements and commitments set forth below, and other good and valuable consideration, the
receipt and sufficiency of which is acknowledged by each of the Parties, the Parties agree as follows:


 


1.Engagement of LICENSOR. Upon
the execution of this ICCA, the LICENSEE hereby agrees to retain the LICENSOR to work as an independent contractor, and not as
an employee. The required retainer fee shall be not less than $150,000.00 in an amount in Euros as of the date of agreement
payable by invoice on the execution of the LA and maintained at said level during project execution and invoicing. The LICENSOR
will consult with and advise LICENSEE, as requested by LICENSEE, on an hourly charge basis. It is agreed and understood that the
LICENSOR has other service contracts, but will devote sufficient time and attention to meet the reasonable consulting needs of
the LICENSEE.


 


2.Economics.


 


		A.	Consulting fees. In addition to any Royalties or Licensing fees, the LICENSEE shall
pay the LICENSOR consulting fees for services requested by the LICENSEE. The LICENSOR shall provide LICENSEE with detailed written
invoices specifying the hours worked and describing the work performed and the person or persons performing the work; crediting
and pro-rating a portion of the fee over the engineering, design and construction aspects of the project. The LICENSOR will forward
these statements to LICENSEE on a monthly basis. If in the estimation of the LICENSOR the consulting fee for a single identified
task shall exceed $5,000.00, unless previously approved as an integral part of a LICENSEE approved Task. in an amount in Euros
as of the date of agreement on any request for services, LICENSOR shall notify LICENSEE prior to providing said services, unless
otherwise defined or approved by the LICENSEE.



 


		B.	Hourly charges. (effective 1/Jan/2013) shall be as listed hereinafter and a part of this
agreement, unless an alternative payment program is established by mutual agreement. All time work sheets and receipts applicable
to the project will be kept for a minimum of two years and will be available for the LICENSEE's inspections or attached to the
invoice if requested.



 


		C.	Terms. Upon the initial request for services under this ICCA, LICENSEE shall pay
to LICENSOR a retainer in the amount to be determined based on the authorized tasks requested by the LICENSEE as estimated and
outlined by the LICENSOR subject to direction as described under paragraph 5 below. Invoices are "Net due", and all payments
are due within 30 days of the date of the invoice.



 


3.Capacity and Good Character.
The LICENSOR covenants and agrees that any dealings it may have with any suppliers, consultants, or other third parties, will be
conducted according to the highest ethical standards and the highest standards of integrity. The LICENSOR further agrees that it
will not issue any press releases, or make any statements to the press, or communicate in any way with the news media, to respond
to questions from the news media without the approval of the LICENSEE in matters related to this Agreement.


 






    	17



    	 



    

 


4.Authority. The LICENSOR shall
have no authority to directly or indirectly bind the LICENSEE, its parties, affiliates, consultants, and/or employees in any manner
whatsoever, without specific, prior written direction from the LICENSEE, except as provided for in this Agreement.


 


5.Independent Contractor. The
LICENSOR's relationship to the LICENSEE shall be that of an independent contractor. The LICENSOR further acknowledges and agrees
that he shall not be entitled to participate in any health insurance, pension plan, profit sharing plan or any other benefits the
LICENSEE may provide to its own employees. The LICENSEE is interested only in the results achieved by the LICENSOR. The LICENSOR
shall be responsible as to the manner and means of accomplishing the work requested by the LICENSEE but is subject to the direction
of LICENSEE as to the authorization of tasks and the delineation of task objectives.


 


6.No-Representation. All "tools,"
i.e., software, programs and electronic versions of drawings, specifications, reports, photographs, data, formulae, estimates,
schedules or other and drawing masters or tracings or laboratory notes, will remain the property of LICENSOR. Printed hard copies
turned over to the client as "product" including drawings, specifications, pictures, reports, calculations, etc., shall
become the property of the LICENSEE, subject to payment therefore, and the appropriate limitations of the confidentiality agreement.


 





		A.	Equipment and Design Development. The Parties
shall not except as allowed by the Exclusive License Agreement (the “LA”), without the prior written consent of the
other, manufacture, use or sell any equipment, apparatus, method, process or product designed or fabricated, using or employing
any Confidential and Proprietary Information.








 


		B.	No Claim. NOTHING contained in the Independent Contractor Consulting terms or any disclosure
hereunder shall be construed as granting to the LICENSOR or the LICENSEE any claim to the Confidential and Proprietary Information
other than provided for in the LA. Nor shall anything in these terms be construed as granting to the LICENSOR or the LICENSEE any
other right in any patent or patent application relating to the Confidential and/or Proprietary Information except as agreed under
the LA. For the record, a list of patents in various stages of award or development authored or co-authored by James A. Titmas
prior to this date is available for inspection.



 





		B.	Designate "Confidential". The Parties agree to make reasonable efforts to mark
"CONFIDENTIAL", if so requested by the other, any written or graphic information in its possession which discloses Confidential
and Proprietary Information, whether such written or graphic information is generated by the other, or by the LICENSOR for the
LICENSEE, and to hold same confidential pursuant to the provisions of these terms.





 





		C.	Limit Access to Information. The Parties agree to permit access to such information only
to that limited number of the others key personnel and consultants as shall be necessary to permit the utilization of such information
for the purposes stated above. The Parties further agree to notify each person who has access to such information that such information
is to be maintained confidential and the parties agree to take all other reasonable action to maintain such information confidential.





 


 






    	18



    	 



    

 





		D.	Miscellaneous. The Parties acknowledge they have carefully reviewed all of these terms and
conditions. The Parties further agree that this Agreement shall be binding upon and inure to the benefit of each of the Parties
and their respective legal representatives, successors, and assignees. Finally, the Parties agree that the terms of the LA set
forth the entire understanding between the Parties as to the matters contained herein, and supersedes and nulls any other agreements,
promises or representations, whether oral or written between the Parties concerning Technical Support Services to be provided.
No subsequent agreements, promises or representations shall be binding and/or effective between the Parties unless set forth in
writing and signed by both Parties.





 


7.Termination. Notwithstanding
any other provision in the ICCA to the contrary, this ICCA is intended to be in full force and effect for the period of the LA.
Upon termination, the consultant shall promptly forward the LICENSEE its last billing, setting forth in detail the consulting work
performed through the date of termination and upon payment of said billing, this ICCA shall terminate, with the sole exception
of the Confidentiality provisions, which shall survive any termination according to its terms. The termination of this ICCA does
not terminate the LA.


 


8.Services by LICENSOR. The
specific project services shall be selected and defined by the LICENSEE prior to any services being done by the LICENSOR, or LICENSOR’S
costs being obligated by the LICENSEE in an amount in Euros as of the date of agreement.


 





	 	Hourly Charges 	 	 
	 	Effective 1 January 2013	 	 
	 	Patent Development................................               	US $ 600.00	 
	 	Expert Witness, Litigation, Arbitration..........           	US $ 400.00	 
	 	Principal.........................................	US $ 350.00	      
	 	Architect, Registered Engineer....................	US $ 250.00	 
	 	 	 	 
	 	Designer, Graduate Engineer.......................	US $ 200.00	 
	 	Senior Draftsman, Qualified Co-op Students.....       	US.$ 100.00	 
	 	AUTOCAD Operator..................................	US $  75.00	 
	 	Lab Technicians........................	US $  60.00	                     
	 	Travel, lodging, and approved
subcontractor expenses as invoiced	 	 







  


 





All time sheets and receipts applicable
to the project will be kept for a minimum of one year after the completion of the project, and will be available for client inspection,
or attached to the invoices if requested. A service charge of 1.5% per month will be added to all unpaid invoices after 30 days.
Said charge is not to be construed as an acceptance of non-payment of an invoice within 30 days and non-payment shall be subject
to paragraph 7. TERMINATION of the concurrent License Agreement.


 


The above rates are subject to
change in the event statutory obligations for fringe benefits are imposed by the political jurisdiction’s legislation, or
the “Affordable Care Act.”







 






    	19



    	 



    




 



    	20