EPOD Solar Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






Second Amendment to the Licensing Agreement previously entered
into on the 12th day of July, 2010 (the “Agreement”)

Between: 

Nanotech Industries Inc., a Delaware
corporation. 

hereinafter referred to as “Licensor”
or the “Company”

And: 

Nanotech Industries International Inc.,
a Nevada corporation 

hereinafter referred to as “NTI” 

(collectively referred to as the
“Parties”) 

Whereas the Parties would like to amend
the Agreement as follows:

	 	1. 	
      In addition to the Exclusivity set out in Section 3 of
      the Agreement, Agreement, NTI shall have the option (“Option”), for a
      period of six months from the signing of this Amendment Agreement (“Option
      Exercise Deadline”) to Manufacture and Sell (as defined in the Agreement)
      in the territory of the European Continent (the “European Continent
      Territory”) (“European Right”), on an exclusive basis for a period of five
      years from the date the Option is exercised (“European Exclusivity
      Period”), after which time the European Right shall continue perpetually
      on a non-exclusive basis. In any event the Option may not be exercised
      past the Option Exercise Deadline.




	 	
      2.
	In exchange for the option to
      Manufacture and Sell in the European Continent Territory, .NTI shall pay
      to the Licensor a one-time royalty fee of $1,250,000 payable within 24
      months of the exercise of the Option. 
	 	 	  
	 	3. 	As set out in Section 3 of the
      Agreement, the Term America-Europe Exclusivity Shares, .shall be defined
      as meaning the 52.5% ownership stake in NTI (as set out in Section 3(iii)
      of the Agreement), which shall be calculated on the basis of all shares
      issued and outstanding, options granted and warrants issued in the
      Company, at the time of the issuance of the America-Europe Exclusivity.
  
	 	 	  
	 	4. 	As set out in Section 3 of the
      Agreement, the Term Asia Exclusivity Shares, shall be defined as meaning
      the additional 10% ownership stake in NTI (as set out in Section 3 (iv) of the Agreement), which shall be calculated on
      the basis of all shares issued and outstanding, options granted and
      warrants issued in the Company, at the time of the issuance of the Asia
      Exclusivity Shares.
  







	 	5.	 As set out in Section 3 of the Agreement,
      the Term America-Europe Exclusivity Acquirer Shares, shall be defined as
      meaning the 52.5% ownership stake in NTI (as set out in Section 3 (v) of
      the Agreement), which shall be calculated on the basis of all shares
      issued and outstanding, options granted and warrants issued in the
      Acquirer, at the time of the issuance of the America-Europe Exclusivity
      Acquirer Shares. 
	 	 	  
	 	6.	 As set out in Section 3 of the Agreement,
      the Term Asia Exclusivity Acquirer Shares, shall be defined as meaning the
      additional 10% ownership stake in NTI (as set out in Section 3 (vi) of the
      Agreement, which shall be calculated on the basis of all shares issued and
      outstanding, options granted and warrants issued in the Acquirer, at the
      time of the issuance of the Asia Exclusivity Acquirer Shares.
  


IN WITNESS WHEREOF, the parties have executed this Agreement
this 7th day of July, 2011. 

Nanotech Industries International Inc. 

By: /s/:Joseph Kristul     

       President and CEO


Nanotech Industries Inc. 

By: /s/:Joseph Kristul     

      President and CEO