Filed by Automated Filing Services Inc. (604) 609-0244 - Encore Clean Energy, Inc. - Exhibit 10.1






 EXCLUSIVE LICENSE
  AGREEMENT  

                     THIS
  LICENSE AGREEMENT (the “Agreement”), dated as of May 20, 2003,
  but effective as of January 15, 2002 (“Effective Date”), is
  made by and among ROBERT D. HUNT, an individual residing at 23707 Redfish Lane,
  Pass Christian, Mississippi 39571 (“Hunt”) and CRYOTHERM, INC.,
  a Delaware corporation with its principal offices at 2934-1/2 Beverly Glen Circle,
  Suite 301, Bel Air, CA 90077 (“CryoTherm”), with such foregoing
  entities also referred to hereafter individually as a “Party”
  or collectively as the “Parties.” 

                     WHEREAS,
  Hunt has developed and is the inventor of the Licensed Intellectual Property
  (the “Hunt Technologies”) directed to converting thermal, cryogenic,
  potential and kinetic energy resources into clean and renewable electricity;


                     WHEREAS,
  CryoTherm represents that it is equipped and is in a favorable position to develop,
  practice, manufacture, and commercialize Licensed Products in the Field of Use
  under the Licensed Patents, and that it desires to do so under license from
  Hunt; 

                     WHEREAS,
  CryoTherm desires to acquire and Hunt desires to grant to CryoTherm an exclusive
  world-wide license under the Licensed Intellectual Property (see Schedule A
  attached hereto); 

                     WHEREAS,
  CryoTherm and Hunt have entered into various agreements prior to the date of
  this Agreement regarding the Hunt Technologies and desire to enter into this
  Agreement in order to formalize their agreement and supersede all prior agreements
  as between Hunt and CryoTherm; 

                     WHEREAS,
  Hunt and Shultz have heretofore entered into an agreement providing for the
  sharing, as between Hunt and Shultz, of payments which Hunt may be entitled
  under this Agreement or otherwise relating to the Licensed Intellectual Property,
  which agreement shall be unaffected by this Agreement; 

                     WHEREAS,
  Hunt has heretofore acquired from CryoTherm 10.7 million shares of its Common
  Stock in consideration of services contributed to CryoTherm in connection with
  its formation; and 

                     NOW,
  THEREFORE, in consideration of the premises and mutual covenants contained herein,
  and other good and valuable consideration, the receipt and sufficiency of which
  is hereby acknowledged, the parties hereto mutually agree as follows: 

1.            Definitions

                    
  For the purposes of this Agreement, the following definitions shall apply:



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                     Section
  1.1                    
  “Affiliates” shall mean with respect to a person or
  entity, any other person or entity which, directly or indirectly through one
  or more intermediaries, controls, is controlled by, or is under common control
  with such person or entity. 

                     Section
  1.2                    
  “Bankruptcy” of any person or entity shall mean the
  occurrence of any of the following events: 

                                         (a)               
  Such person or entity' is “insolvent" (as defined in Section 101(32) of
  the United States Bankruptcy Code (the "Bankruptcy Code"); or 

                                         (b)
                 the
  filing by any such person or entity of a voluntary petition in bankruptcy, insolvency,
  reorganization , or liquidation, or any other petition under any section or
  chapter of the Bankruptcy Code or any similar law, whether state, federal or
  otherwise, for the relief of debtors(each such law referred to herein as a "Bankruptcy
  Law" and all such laws collectively referred to herein as the "Bankruptcy Laws"),
  or (ii) the filing of any involuntary petition or any other petition against
  any such person or entity under any Bankruptcy Law by the creditors of any such
  person or entity and the same shall not have been dismissed within sixty (60)
  days of its filing, or (iii) the appointment by any court of a receiver, custodian,
  sequestrator or similar official to take possession of any property or any asset
  or assets of any such person or entity having a value in excess of Five Hundred
  Thousand Dollars ($500,000.00), said receivership or similar appointment remaining
  undischarged for a period of sixty (60) days, or (iv) the application by any
  such person or entity to an application for the appointment of a custodian,
  receiver, conservator, trustee, sequestrator or similar official, or (v) attachment,
  execution or judicial seizure (whether by enforcement of money judgment, by
  writ or warrant of attachment, or by any other process) of any property or any
  asset or assets of any such person or entity having a value in excess of Five
  Hundred Thousand Dollars ($500,000.00),, such attachment, execution or other
  seizure remaining undismissed or undischarged for a period of sixty (60) days
  after the levy thereof, or, in any event, later than five days prior to the
  date of any proposed sale thereunder, or (vi) the admission in writing by any
  such person or entity of their respective inability to pay their debts or perform
  their respective obligations as they become due. 

                     Section
  1.3                    
  “Confidential Information” shall have the meaning set
  forth in Section 9.1. 

                     Section
  1.4                    
  “CryoTherm Indemnitees” shall have the meaning set forth
  in Section 8.1. 

                     Section
  1.5                    
  “Energy Generating Unit” shall mean any product that
  uses, in whole or in part, Hunt technologies listed on Schedule A, attached
  hereto, as may be amended from time to time. 

                     Section
  1.6                    
  “Field of Use” shall mean the field of generating, converting,
  storing or conserving energy or electricity for stationary, portable or vehicular
  applications. 

                     Section
  1.7                    
  “Hunt” shall have the meaning set forth in the Introduction
  hereto. 

                     Section
  1.8                    
  “Improvements” shall mean any and all developments,
  modifications, improvements, upgrades, enhancements inventions, or discoveries
  with applications or uses in the Field of Use, developed by Hunt, during the
  Term of this Agreement. 

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                     Section
  1.9                    
  “Indemnified Party” shall have the meaning set forth
  in Section 8.3.

                    
  Section 1.10                   “Indemnifying
  Party” shall have the meaning set forth in Section 8.3 

                    Section
  1.11                   
  “License Fee” shall have the meaning set forth in Section
  3.1. 

                     Section
  1.12                    
  “Licensed Intellectual Property” shall mean the Licensed
  Patents listed in Schedule A and Technical Know-How. 

                     Section
  1.13                    
  “Licensed Patents” shall mean each and every
  United States and foreign patents and patent applications (including any provisionals,
  certificates of inventorship, continuations, divisionals, reissues, reexaminations
  thereof and patents issuing therefrom) invented by Hunt during the Term of this
  Agreement within the Field of Use. 

                     Section
  1.14                    
  “Licensed Products” shall mean each and every
  product that is developed within the Field of Use, which: (a) in the absence
  of the license granted in Section 2.1 would infringe one or more of the issued
  and unexpired claims within the Licensed Patents; (b) are made using a process
  or machine covered by one or more of the issued and unexpired claims within
  the Licensed Patents; or (c) are made using the Technical Know-How 

                     Section
  1.15                    
  “Royalties” shall mean the payments made by CryoTherm
  to Hunt set forth in Sections 3.2 and 3.3 as partial compensation for the license
  granted in Section 2.1. 

                     Section
  1.16                     “Technical
  Know-How” shall mean unpublished research and development information,
  technical data, designs, prototypes, samples, plans, specifications, methods,
  processes, systems, trade secrets, empirical data, and any other information
  or documentation in the possession of Hunt at the Effective Date of this Agreement
  or which is subsequently developed or otherwise created during the Term of this
  Agreement by Hunt, in either case relating to the Licensed Patents. 

                     Section
  1.17                    
  “Term” shall have the meaning set forth in Section 10.1.


                     Section
  1.18                    
  “Territories” shall mean each country within the entire
  world. 

                     Section
  1.19                    
  “Third Party Intellectual Property” shall mean any intellectual
  property rights under any patent, trade secret, discovery or know-how acquired
  by or licensed to a Party from any third party. 

                     Section
  1.20                    “Exclusive
  License” shall mean a license granting CryoTherm the right to make,
  use, sell and offer for sale the inventions of the “Licensed Intellectual
  Property,” to the exclusion of all other parties. 

 ARTICLE II 

  LICENSE GRANT  

                     Section
  2.1                     Grant
  of License. Subject to the terms and conditions set forth in
  this Agreement, Hunt hereby grants to CryoTherm an exclusive, worldwide royalty-bearing
  license in all of the Territories to the Licensed Intellectual Property to manufacture,
  have manufactured, use, sell, 

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 offer for sale, have sold, lease, import, or otherwise commercially
  exploit in any manner and to any extent the Licensed Products within the Territories
  during the Term of this Agreement. Any and all materials generated by CryoTherm
  in its performance under this Section 2.1 shall bear an acknowledgment to the
  Licensed Patents. Such acknowledgement shall include the name Hunt as inventor
  and shall include the appropriate patent or patent application number. 

                     Section
  2.2                    
  Right to Sublicense. The License granted in Section 2.1
  includes the right of CryoTherm to grant sublicenses, subject to Section 3.3
  below. Any such sublicense, however, will be made terminable with this Agreement
  and will contain terms and conditions which do not conflict with the terms and
  conditions of this Agreement. 

                     Section
  2.3                    
  Reservation of Rights. Hunt expressly reserves the non-exclusive
  right to grant licenses on the Licensed Intellectual Property for Licensed Products
  in such Territories where CryoTherm fails to commercialize a Licensed Product
  within four (4) years from the date of a successful demonstration of a working
  prototype of such Licensed Product, subject to the provisions of Section 3.3.


                     Section
  2.4                    
  Use by Hunt. The License granted in Section 2.1 includes the right
  of Hunt to use and exploit the Licensed Intellectual Property for Hunt’s
  own personal use and in the development of the Licensed Products and Technical
  Know-How, whether performed by Hunt or by Hunt’s affiliate(s). 

                     Section
  2.5                    
  Prior Agreements and License. The License granted in Section 2.1
  is subject to the right of James McDonnell to use and exploit the Licensed Intellectual
  Property that harnesses geothermal heat inside abandoned wells or geothermal
  wells within the Territory of the State of New York and it is hereby acknowledged
  that a prior license has been granted to McDonnell by Hunt for the non-exclusive
  use of the Licensed Intellectual Property that harnesses geothermal heat inside
  abandoned wells or geothermal wells within the State of New York. 

 ARTICLE III  

  LICENSE FEE AND ROYALTIES  

                     Section
  3.1                    
  License Fee; Stock Repurchase. 

	 	(a)	As partial consideration for the license granted
        in accordance with Section 2.1, CryoTherm has approximately paid, prior
        to the execution and delivery of this Agreement, the sum of Four Hundred
        Thirteen Thousand dollars ($ 413,000.00). 

	 	 	 
	 	(b)	In addition to such sum previously paid to Hunt,
        CryoTherm agrees to acquire from Hunt, and Hunt agrees to sell to CryoTherm
        (or its assignee), on the terms set forth below, three million (3,000,000)
        fully paid shares of CryoTherm Common Stock owned by Hunt, free and clear
        of all liens, claims and encumbrances, in exchange for an aggregate cash
        payment to Hunt of three hundred thousand dollars ($300,000), on or after
        sixty (60) days following completion, delivery and successful testing
        of any electricity-generating prototype of one of the following Licensed
        Products: vertical-axis wind turbine, drum jet turbine (operating on oil
        or gas well) or energy well





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	 	 	power system, which amount shall, at CryoTherm's
        option, be payable solely from the receipt by CryoTherm of an amount equal
        to at least five percent (5%) of any gross cash proceeds received by CryoTherm
        from the sale of its Common Stock or any instrument convertible into Common
        Stock on or after such prototype demonstration as and when such cash proceeds
        are received. As CryoTherm may not receive all of the purchase funds at
        a single time, CryoTherm will purchase shares from Hunt, and Hunt will
        sell shares to CryoTherm (or its assignee), on a pro rata basis, in purchase
        price increments of not less than $10,000, as and when funds are received
        by CryoTherm from the sale by it of Common Stock or any instrument convertible
        into Common Stock. CryoTherm shall notify Hunt immediately upon the receipt
        of eligible funds, and the purchase and sale shall be consummated as soon
        as practicable thereafter. 

	 	 	 
	                    Section
      3.2                    Royalties
      on Pending Applications and Issued Patents. 
	 	 	 
	 	3.2.1 	As further partial consideration for the license
        granted in accordance with Section 2.1, during the Term of this Agreement
        CryoTherm shall pay and Hunt shall receive a royalty equal to three percent
        (3%) of the Licensed Product Sales Revenues of Licensed Products received
        by CryoTherm from the sale of the applicable Licensed Product to a non-Affiliate
        in the first year that a Licensed Product is sold. After the first year,
        for such Licensed Product there shall be an increase in royalty payments
        to Hunt of one percent (1%) per year for the applicable Licensed Product
        until a maximum royalty of five percent (5%) has been established. In
        the event that one or more Licensed Products are utilized in combination
        with other Licensed Products, then Cryotherm shall pay to Hunt one single
        royalty equal to the royalty then in effect for a single Licensed Product,
        up to the maximum of five (5%) percent in total. For purposes of this
        Agreement, the term " Licensed Product Sales Revenues" means, with respect
        to the applicable Licensed Product, all gross cash revenues received by
        CryoTherm from the sale of a Licensed Product to a third party, net of
        discounts, allowances and returns. 

	 	 	 
	 	3.2.2 	As further partial consideration for the license
        granted in accordance with Section 2.1, during the Term of this Agreement
        CryoTherm shall pay and Hunt shall receive a royalty equal to three percent
        (3%) of Adjusted Gross Revenues from Licensed Products or Licensed Intellectual
        Property received by CryoTherm from the applicable Licensed Product or
        Licensed Intellectual Property, as the case may be, in the first year
        that Adjusted Gross Revenues are received by CryoTherm from the applicable
        Licensed Product or Licensed Intellectual Property. After the first year,
        for such Licensed Product or Licensed Intellectual Property, as the case
        may be, there shall be an increase in royalty payments to Hunt of one
        percent (1%) per year for the applicable Licensed Produced or Licensed
        Intellectual Property, as the case may be, until a maximum royalty of
        five percent (5%) has been established. In the event that a Licensed Product
        or Licensed Intellectual Property is utilized in conjunction with other
        Licensed Products or Licensed Intellectual Property, then Cryotherm shall
        pay to Hunt one single royalty equal to the rate in effect for a single
        Licensed Product or Licensed Intellectual Property, up to the maximum
        of five percent (5%) in total. The 





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	 	 	term “Adjusted Gross Revenues” means, with
        respect to the applicable Licensed Product and/or Licensed Intellectual
        Property, all gross cash revenues received by CryoTherm from the commercialization
        of a Licensed Product and/or Licensed Intellectual Property (e.g. revenues
        generated from an electricity generating project utilizing a Licensed
        Product or Licensed Intellectual Property where CryoTherm maintains an
        ongoing interest in revenues or profits, whether as an owner, partner
        or otherwise), including revenues received from a sublicensee, exclusive
        of Licensed Product Sales Revenues, less direct costs paid or incurred
        by CryoTherm in connection with such revenues, including equipment financing
        costs, royalty payments and operating costs directly related to such gross
        revenues. For purposes of this Section 3.2.2, "direct costs" shall not
        include any items of indirect cost such as general overhead or administrative
        expenses incurred by CryoTherm. 

	 	 	 
	 	3.2.3	In no event shall any loan or equity proceeds constitute
        or be deemed to constitute revenues of CryoTherm for any purpose of this
        Agreement 

	 	 	 
	 	3.2.4	In the event that any Licensed Product or Licensed
        Intellectual Property infringes third-party patents or rights and CryoTherm
        licenses such patents or rights from such third party, then Hunt shall
        receive the royalties due under this Section 3.2 after subtraction of
        the amount of royalties, if any, paid to third parties by Cryotherm, provided
        however, that in no event will Hunt receive less than 50% of the royalties
        due under this Section 3.2. 

	 	 	 
	 	3.2.5 	Royalty Advances. In addition to the License
        Fee payments provided for in Section 3.1, CryoTherm has heretofore paid
        approximately $413,000 as license fees and agrees to continue to pay Hunt
        the sum of twenty thousand ($20,000) dollars per month, commencing June
        1, 2003 through May 31, 2006. Such royalty advances will be increased
        to thirty thousand ($30,000) dollars per month effective June 1, 2006
        payable monthly until the last of the Licensed Patents expire. All payments
        under this Section 3.2.5 shall be deemed to be non-refundable advances
        in addition to royalties due under Sections 3.2.1 and 3.2.2 or payments
        due under Section 3.3. 



                    Section
  3.3                    
  Sublicense Fee. 

                     (a)                     In
  addition to the royalties provided in Section 3.2, for each sub-license granted
  under Section 2.2 to a sublicense, CryoTherm shall pay to Hunt an initial sublicense
  fee (the “Initial Sublicense Fee”) of Twelve Thousand Five Hundred
  ($12,500) dollars. Only a single Initial Sublicense Fee shall be due and payable
  in a single transaction or related transactions with a sublicensee, regardless
  of the number of Licensed Products, Licensed Technologies or Territories involved
  in the transaction. In addition, Hunt shall be entitled to receive royalties
  under Section 3.2 at the rate and in the amount then in effect as per the terms
  of Section 3.2. 

                     (b)                    In
  regard to Territories in which CryoTherm fails to commence sale or otherwise
  commercialize the applicable Licensed Product utilizing the Licensed Intellectual
  Property within four (4) years from the date of the successful demonstration
  of a working prototype of a Licensed Product incorporating the Licensed Intellectual
  Property, any royalty thereafter paid by a sub-licensee 

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 (including a sublicensee of Hunt following CryoTherm's loss
  of rights under this Agreement) shall be divided according to the following
  schedule: seventy-five (75%) percent shall be paid to Hunt and twenty-five (25%)
  percent shall be paid to CryoTherm in the event CryoTherm (including CryoTherm’s
  sublicensee) financially supported the development of the Licensed Product or
  the Licensed Intellectual Property relating to such Licensed Product, and no
  sum shall be paid to Cryotherm in the event CryoTherm (including CryoTherm's
  sublicensee) failed to provide such financial support. 

                     Section
  3.4                    
  Payment of Royalties. Royalties due under Sections 3.2
  and 3.3 hereof, shall be paid within forty-five (45) days after the end of the
  then-current quarter, subject to offset for any advances paid to Hunt under
  Section 3.2. Any Royalties unpaid within the time period set forth in such Sections
  shall bear interest at a rate equal to the lesser of one-half percent (0.5%)
  per month or the highest amount permitted by applicable law, from the date when
  such payment was due until payment in full, with interest, is made. All payments
  to be made hereunder shall be made in United States dollars. Payments originating
  in any other currency shall be converted to United States dollars using the
  rate of exchange as published by Bank of America, NA, on the date such payment
  is due. 

                     Section
  3.5                    
  [Intentionally Deleted] 

                     Section
  3.6                    
  A Royalty obligation shall accrue as and when Cryotherm receives payment from
  the sale or use of a Licensed Product. A Licensed Product shall be considered
  “sold” when such Licensed Product is billed, invoiced, shipped, and
  paid for. 

                     Section
  3.7 Property Lease Option. Cryotherm has heretofore paid
  to Hunt the sum of $10,000 for the exclusive right to lease for a period of
  ten (10) years the rear pond zones of Hunt’s property at 23707 Red Fish
  Lane in Pass Christian, Mississippi to install clean-energy generating equipment
  (including but not limited to hydroelectric, windmill, geothermal, hydrogen
  and solar technologies) for the purpose of creating an on-site energy farm to
  generate electricity that can be sold into the local grid. In consideration
  of such rights to generate energy on the Hunt Property, Cryotherm shall pay
  to Hunt a monthly lease of $4,000 plus three (3%) percent of gross electricity
  sales as and when received by Cryotherm 

 ARTICLE IV  

  ACCOUNTING, RECORDS, REPORTS, AUDITS  

                     Section
  4.1                    
  Reports.  

                                         (a)                All
  payments of royalties hereunder shall be accompanied by a statement of CryoTherm
  summarizing all sales of the Licensed Products during the period to which the
  royalty payments apply, in such format and containing such information as mutually
  agreed to by Hunt and CryoTherm. For each Royalty period, CryoTherm shall provide
  Hunt with a written royalty statement in a form acceptable to Hunt. Such royalty
  statement shall be certified as accurate by a duly authorized officer of CryoTherm
  reciting, on a country-by-country basis, the stock number, item, units sold,
  description, quantity shipped, gross invoice, amount billed customers less discounts,
  allowances, returns, and reportable sales for each Licensed Product. Such statements
  shall be 

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 furnished to Hunt regardless of whether any Licensed Products
  were sold during the Royalty Period or whether any actual Royalty was owed.


                                         (b)                During
  the term of this Agreement and for a period of five (5) years thereafter, CryoTherm
  agrees to keep sufficiently detailed records of the Licensed Products manufactured
  and sold by CryoTherm to permit verification of the reports and payments made
  or to be made to Hunt by the CryoTherm under this Agreement. 

                     Section
  4.2                     Audit
  and Inspection. Hunt shall have the right, through an independent certified
  public accountant (provided that such independent certified public accountant
  is not compensated on a contingency basis), subject to execution of a written
  non-disclosure agreement with CryoTherm in form and content satisfactory to
  CryoTherm in its reasonable discretion, to inspect the offices, files, books
  of account and other records, relating exclusively to the subject matter of
  this Agreement, for the purpose of verifying and auditing the reports and royalties
  due to Hunt by the CryoTherm under this Agreement. CryoTherm shall have the
  right to have a representative present at all such inspections. Hunt warrants
  that all such audits shall be carried out in a manner calculated not to unreasonably
  interfere with the CryoTherm's conduct of business. Further, as a condition
  to such audit, such certified public accountant shall agree in writing to comply
  with all of CryoTherm's safety and security requirements during any visits to
  CryoTherm's facilities. The cost of such inspection, examination or audit shall
  be borne by Hunt, unless such inspection, examination or audit reflects a discrepancy
  in favor of Hunt of five percent (5%) or more in the royalty payments reported
  due by CryoTherm and the actual royalty payments due under this Agreement and
  such amounts are verified by an independent auditor, as provided herein. In
  the event of any such discrepancy, as reasonably claimed by Hunt, the CryoTherm
  shall promptly engage an independent auditor to certify the amounts in question.
  If the discrepancy is verified, CryoTherm shall within thirty (30) days pay
  the unremitted royalty payments due to Hunt and reimburse Hunt for all of his
  out-of-pocket costs, including the cost of outside accountants, incurred in
  connection with such inspections, examinations and audits. 

                     Section
  4.3                    The
  receipt or acceptance by Hunt of any Royalty statement or payment shall not
  prevent Hunt from subsequently challenging the validity or accuracy of such
  statement or payment. 

                     Section
  4.4                    All
  books and records relative to CryoTherm’s obligations hereunder shall be
  maintained and made accessible to Hunt for inspection at a location in the United
  States for at least five (5) years after termination of this Agreement. 

 ARTICLE V  

  PROSECUTION, MAINTENANCE, AND ENFORCEMENT OF  

  LICENSED INTELLECTUAL PROPERTY  

                     Section
  5.1                    
  Prosecution and Maintenance of Licensed Intellectual Property.
  Hunt agrees to allow CryoTherm at its own expense, through attorneys approved
  by Hunt, to use commercially reasonable efforts to diligently file, prosecute,
  and maintain the Licensed Intellectual Property in such countries as may be
  mutually agreed upon by the Parties. To the extent that 

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 CryoTherm desires not to file, prosecute, or maintain the
  Licensed Intellectual Property in any jurisdiction, Hunt, may in his sole discretion
  and at his sole expense file, prosecute, or maintain the Licensed Intellectual
  Property in such jurisdiction. To the extent that CryoTherm fails to file, prosecute,
  or maintain the Licensed Intellectual Property in such jurisdiction, such jurisdiction
  shall be excluded from the definition of the Territory and CryoTherm’s
  license in such jurisdiction for the Licensed Intellectual Property shall be
  terminated. CryoTherm shall keep Hunt timely and expeditiously advised as to
  all material developments with respect to all applications filed, prosecuted
  and maintained under this Section 5.1 and copy Hunt on all correspondence with
  U.S. and foreign patent offices. Hunt shall at all times reasonably assist CryoTherm
  with the filing, prosecuting, or maintaining the Licensed Intellectual Property.


                     Section
  5.2                    
  Continuing Obligation of Disclosure. Hunt, for himself
  and each and all of his Affiliates, agrees to disclose in writing any and all
  new ideas, concepts and improvements, whether patentable or not, to the Intellectual
  Property within the Field of Use throughout the Term of this Agreement. 

                     Section
  5.3                    Rights
  granted to CryoTherm under this Agreement shall in no way affect exclusive ownership
  of Hunt in and to patents obtained for the Licensed Intellectual Property. 

                     Section
  5.4                    
  Enforcement of Licensed Intellectual Property.  

                     Section
  5.4.1              
  Notice of Infringement. Each Party shall notify the other
  Party in writing of any known or alleged infringement(s) of the Licensed Intellectual
  Property or by any Licensed Products, and shall inform the other Party of any
  evidence of any such infringement(s). 

                     Section
  5.4.2                 
  Enforcement of the Licensed Intellectual Property. 

                                         (a)                CryoTherm
  shall have the first right, but not the obligation, to enforce any of the Licensed
  Intellectual Property against a third party whose alleged infringing activities
  are within the Field of Use. Hunt agrees to join as a party plaintiff in any
  such action initiated by CryoTherm if requested by CryoTherm, at the sole cost
  of CryoTherm, and Hunt shall reasonably assist CryoTherm, at the sole cost of
  CryoTherm. All proceeds received as a result of CryoTherm’s prosecuting
  such infringement claim shall first be used to reimburse CryoTherm for all costs
  and expenses associated in bringing prosecuting such infringement action. All
  remaining proceeds shall be distributed in accordance with Section 3.2 of this
  Agreement. 

                                         (b)                In
  the event that CryoTherm fails or decides not to enforce such Licensed Intellectual
  Property within three (3) months after notice of such possible infringement,
  CryoTherm shall provide Hunt notice of the decision or failure to take action
  and Hunt shall have the right to undertake such action in his own name, on its
  own behalf, and at his own expense; provided, however, that CryoTherm
  shall join as a party plaintiff in any such action if requested by Hunt, at
  the sole cost of Hunt, and CryoTherm shall reasonably assist Hunt, at the sole
  cost of Hunt. All proceeds received as a result of Hunt's prosecuting such infringement
  claim shall be retained by Hunt. 

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                                         (c)                In
  the event that the Parties agree to jointly prosecute the infringement claim,
  the Parties shall cooperate fully in all aspects of any investigation, prosecution,
  pre-trial activities, trial, compromise, settlement, or discharge of the infringement
  claim and all costs and expenses incurred by the Parties and all proceeds actually
  received as a result of prosecuting such infringement claim shall be divided
  equally by the Parties. 

                                         (d)                Neither
  Party shall settle or resolve any infringement claim relating to the Licensed
  Intellectual Property without the express written consent of the other Party,
  such consent shall not be unreasonably withheld, delayed, or conditioned. 

                     Section
  5.5                    
  Marking. CryoTherm shall apply to all Licensed Products manufactured
  by it under this license such notice of the licensed patents or patent applications
  as may be required by law and in accordance with Section 2.1 of this Agreement
  shall apply to all Licensed Patents the name Hunt as inventor and shall apply
  the appropriate patent or patent application number. 

                     Section
  5.6                    
  Advertising and Press Releases. CryoTherm and Hunt shall exchange
  information as to advertising and press releases with a view toward mutual benefit.
  Hunt shall have approvals over any press releases issued by CryoTherm or its
  affiliates that mention his name, such approval not to be unreasonably withheld.
  Cryotherm shall have approvals over any press releases issued by Hunt that mention
  Cryotherm or its affiliates, such approval not to be unreasonably withheld.


                     Section
  5.7                    
  Patent Application Fees. CryoTherm shall pay for all patent application
  and patent maintenance fees, including patent application and maintenance fees
  for international patents, and shall reimburse Hunt for any patent application
  fees or patent maintenance fees in which Hunt shall pay for the Term of this
  Agreement. Patent applications shall be directed by Hunt exclusively and payment
  of patent application fees or patent maintenance fees by CryoTherm in regards
  to Section 5.7 of this Agreement shall in no way affect exclusive ownership
  of Hunt in and to patents obtained for the Licensed Intellectual Property. CryoTherm
  shall be kept apprised of the legal status of any patents or patent applications,
  and Hunt will cause his patent attorneys to consult with CryoTherm prior to
  any filing of a patent, including any modification, amendment, continuation-in-part,
  etc. 

                     Section
  5.8                    
  Prototype Development. CryoTherm shall exclusively bear the costs
  for all prototype development of the Licensed Products within the Field of Use
  for the Term of this Agreement. 

 ARTICLE VI  

  IMPROVEMENTS IN THE LICENSED INTELLECTUAL PROPERTY  

                     Section
  6.1                    
  Improvements by Hunt. Hunt hereby covenants and agrees
  to promptly notify CryoTherm as to any and all Improvements which Hunt, or any
  Affiliate of Hunt, may discover, make, develop, or otherwise create or control
  with respect to the Licensed Intellectual Property in the Field of Use during
  the Term of this Agreement. Such improvements and any patents granted thereon
  shall be the exclusive property of Hunt. Such improvements and any patents granted


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 thereon shall automatically be licensed to Cryotherm in accordance
  with Section 2. of this Agreement and shall be subject to License Fees and Royalties
  Fees payable in accordance with Section 3. of this Agreement. 

                     Section
  6.2                    
  Improvements by CryoTherm. CryoTherm hereby covenants and
  agrees to promptly communicate to Hunt all improvements that it may discover,
  make, develop, or otherwise create with respect to the Licensed Intellectual
  Property in the Field of Use. Any such improvements by CryoTherm and any patents
  granted thereon shall be assigned to and shared by Hunt and CryoTherm. Hunt's
  rights in such improvements and any patents granted thereon shall automatically
  be licensed to Cryotherm in accordance with Section 2. of this Agreement and
  shall be subject to License Fees and Royalties Fees payable in accordance with
  Section 3. during the term of this Agreement. 

                     Section
  6.3                    
  Retention of Ownership. Nothing in this Agreement is intended
  to confer any rights to Hunt with regard to any property of CryoTherm now owned
  or hereafter developed or acquired by CryoTherm independently of Hunt and in
  the normal course of CryoTherm's business, which rights shall remain the exclusive
  property of CryoTherm. Except for the Licensed Intellectual Properties disclosed
  in Schedule A and except for any improvements of such properties that
  are subject to Section 6.1, CryoTherm disavows any ownership interest in or
  claim to any new inventions of Hunt’s developed after the signing of this
  Agreement, including but not limited, to Hunt’s Provisional Patent Number
  60/417,129 dated 10/10/2002, titled, "Rigid or Pliable Lighter-than-Air Building
  Materials and Method of Manufacture" and Hunt’s Provisional Patent for
  his “Hybrid Airship” invention filed in May, 2003 (tentatively titled,
  “Airship Powered by Gravity Acceleration for Transport and for Generation
  of Useful Power”), for which 100% ownership and control reside with Hunt.


 ARTICLE VII  

  REPRESENTATIONS AND WARRANTIES 

                     Section
  7.1                    
  Representations and Warranties. 

                     Section
  7.1.1                 
  Hunt Representations and Warranties. Hunt, as of the date
  hereof, represents and warrants as follows: 

                                         (a)                Hunt
  has all necessary legal power and authority to enter into and perform his obligations
  under this Agreement and the consummation of the transactions contemplated hereunder.


                                         (b)                Neither
  the execution and delivery of this Agreement nor the consummation or performance
  of any of the transactions contemplated hereby will result in a violation or
  any breach of, constitute a default under, or conflict with, any note, contract,
  agreement, service, lease, license, permit, or other instrument or obligation
  to which Hunt is bound, or by which any of his Affiliates is bound, except as
  recited in Section 2.5 of this Agreement. CryoTherm expressly acknowledges Hunt’s
  obligations under the agreement(s) listed in Section 2.5 and fully consents
  thereto in regards to the right of McDonnell to non-exclusive use of the Licensed
  Intellectual Property that harnesses geothermal heat inside abandoned wells
  or geothermal wells within the Territory of the State of New York. 

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                                         (c)                No
  representation or warranty made by Hunt in this Agreement contains any untrue
  statement of a material fact or omits any material fact necessary to make the
  statements contained herein not materially false or misleading. 

                                         (d)                Hunt
  is the sole owner of all right, title, and interest in and to the Intellectual
  Property listed in Schedule A attached hereto, which is free and clear
  of all liens, security interests, mortgages, charges, claims, encumbrances,
  or other restrictions on title or transferability of any kind. 

                                         (e)                To
  the knowledge of Hunt, all patent applications listed on Schedule A attached
  hereto are patentable and there are no grounds to believe that once issued the
  patents issued pursuant to such applications will not be valid and enforceable.


                                         (f)                Hunt
  has not received any oral or written claim, or cease and desist letter, and
  is not subject to any outstanding injunction, judgment, order, decree, ruling,
  charge, settlement, or other dispute involving any third party Intellectual
  Property related to any Intellectual Property listed on Schedule A hereto, or
  are there any grounds for a claim: (i) alleging that any Intellectual Property
  listed on Schedule A hereto infringes or misappropriates any third party
  Intellectual Property rights; and (ii) challenging the title, inventorship,
  validity, enforceability, or alleging misuse, of any Intellectual Property listed
  on Schedule A hereto. 

                                         (g)                To
  the knowledge of Hunt after due and diligent inquiry, there are no unpaid fees
  currently overdue for any of the Intellectual Property listed on Schedule
  A attached hereto. 

                                         (h)                To
  the knowledge of Hunt after due and diligent inquiry, he is legally the sole
  inventor of the Intellectual Property listed on Schedule A attached hereto
  and Hunt is unaware of any grounds for any third party to claim any right, title,
  or interest as a co-inventor to the Intellectual Property listed on Schedule
  A. 

                                         (i)                To
  the knowledge of Hunt after due and diligent inquiry, he is legally the sole
  inventor of the Intellectual Property listed on Schedule A attached hereto
  and Hunt is unaware of any grounds for any third party to claim any right, title,
  or interest as a co-inventor to the Intellectual Property listed on Schedule
  A. 

                                         (j)                With
  respect to the Intellectual Property listed on Schedule A attached hereto,
  Hunt has complied in all material respects with all applicable patent office
  duties of candor and good faith in dealing, including, without limitation, the
  duty to disclose all information known to be material to the allowance or registration
  of such Intellectual Property. 

                                         (k)                Hunt
  has not asserted any claim of infringement, misappropriation or misuse by any
  third party of any Intellectual Property listed on Schedule A hereto.


                                         (l)                Hunt
  has taken all reasonable measures to protect and preserve the security, confidentiality
  and value of the Intellectual Property listed on Schedule A hereto, including
  without limitation trade secrets and other confidential information. 

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                                         (m)                To
  the knowledge of Hunt after due and diligent inquiry, no employee or consultant
  in his employ has used any trade secrets or other confidential information of
  any other person in the course of his work for Hunt. 

      Section 7.1.2                    
  CryoTherm Representations and Warranties. CryoTherm, as
  of the date hereof, represents and warrants as follows: 

                                         (a)                CryoTherm
  represents that it has all necessary legal power to enter into and perform its
  obligations under this Agreement and has taken all necessary corporate action
  under the laws of the jurisdiction of its incorporation and its certificate
  of incorporation and bylaws to authorize the execution of this Agreement and
  the consummation of the transactions contemplated hereunder. 

                                         (b)                
  CryoTherm represents that it is actively procuring the financial resources and
  business operations that will enable it to develop, manufacture, distribute,
  sell and otherwise reasonably commercialize the Licensed Products throughout
  the Territory, and that it shall, during the term of this Agreement and any
  renewal thereof, use its best efforts to promote the development, distribution
  and sale of such Licensed Products in the Territory. CryoTherm further agrees
  that it will, in good faith and with reasonable diligence, conduct all operations
  including development, manufacturing, marketing, distribution, and sale of the
  Licensed Products in accordance with the accepted standards of business customs
  of the industry and that it will endeavor to sell the Licensed Products throughout
  the Territory, utilizing its skill, expertise and resources in such effort to
  the extent that accepted standards of business practice and judgment dictate.


                                         (c)                CryoTherm
  warrants that neither the execution and delivery of this Agreement nor the consummation
  or performance of any of the transactions contemplated hereby will result in
  a violation or any breach of, constitute a default under, or conflict with,
  any note, contract, agreement, service, lease, license, permit, or other instrument
  or obligation to which CryoTherm is bound, or by which any of its Affiliates
  is bound. 

                                         (d)                
  CryoTherm warrants that no representation or warranty made by CryoTherm in this
  Agreement contains any untrue statement of a material fact or omits any material
  fact necessary to make the statements contained herein not materially false
  or misleading. 

                     Section
  7.2                    
  Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS
  ARTICLE VII HEREOF, NO PARTY MAKES ADDITIONAL WARRANTIES, EXPRESS, IMPLIED,
  OR STATUTORY, AS TO ANY OTHER MATTER WHATSOEVER. 

 ARTICLE VIII 

  INDEMNIFICATION  

                     Section
  8.1                    
  Indemnification by Hunt. Hunt agrees to defend, indemnify
  and hold harmless CryoTherm and each and all of its directors, officers, employees,
  agents, Affiliates, successors and assigns, together with each and all of their
  respective directors, officers, employees, agents, successors and assigns (
  each and all of the foregoing being referred to collectively as the 

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 “CryoTherm Indemnitees”) from and against
  all costs, expenses and "Losses" (as hereinafter defined), which any CryoTherm
  Indemnitee may suffer or incur through claims or third parties against CryoTherm
  based on any breach by Hunt of any representation, warranty or covenant made
  in this Agreement. 

                     Section
  8.2                    
  Indemnification by CryoTherm. CryoTherm shall defend, indemnify,
  and hold harmless Hunt from and against any and all claims, losses, liabilities,
  damages, costs, obligations, assessments, penalties and interest, demands, actions,
  and expenses (including actual attorneys’ fees), whether direct or indirect,
  known or unknown, absolute or contingent (including, without limitation, settlement
  costs and any legal, accounting, and other expenses for investigation or defending
  any actions or threatened actions) (the “Losses”), which Hunt
  may suffer or incur by reason of: 

                                         (a)                Any
  breach by CryoTherm of any of its representations, warranties, agreements, or
  covenants contained in this Agreement or by the willful misconduct of CryoTherm,
  including, without limitation, by way of any misappropriation, willful misstatement,
  or fraud on any government authority; or 

                                         (b)                Any
  third party claim of infringement or misappropriation of any patent, copyright,
  trademark, trade secret, confidential information, or other Intellectual Property
  right arising out of, related to, or in connection with the manufacture, sale,
  use, or import of the Licensed Products to the extent attributable to CryoTherm's
  specifications or designs; or 

                                         (c)                
  Any third party claim of harm or injury arising out of, related to, or in connection
  with a product recall or the manufacture of the Licensed Products including,
  but not limited to, actions founded on product liability. 

                     Section
  8.3                    
  Indemnification Procedures.  

                                         (a)                The
  Party seeking indemnification (the “Indemnified Party”) pursuant
  to this Article VIII shall promptly notify the indemnifying party (the “Indemnifying
  Party”), in writing, of such claim describing such claim in reasonable
  detail; provided, however, that the failure to provide such notice shall not
  affect the obligations of the Indemnifying Party unless and only to the extent
  it is actually prejudiced thereby. 

                                         (b)                The
  Indemnifying Party shall have the right within thirty (30) days after receipt
  of such notice to take control, through counsel of its own choosing (but reasonably
  acceptable to the Indemnified Party) and at its own cost and expense, the settlement,
  or defense thereof unless: (i) the Indemnifying Party is also a party to the
  proceeding and the Indemnified Party determines in good faith that joint representation
  would be inappropriate; or (ii) the Indemnifying Party fails to provide reasonable
  assurance to the Indemnified Party of its financial capacity to defend such
  proceeding, and provide indemnification with respect thereto. The Indemnifying
  Party shall not, without the written consent of the Indemnified Party (which
  consent shall not be unreasonably withheld, delayed, or conditioned), settle
  or compromise any action, unless such settlement or compromise includes an unconditional
  release of the Indemnified Party. If the Indemnifying Party does not notify
  the Indemnified Party within thirty (30) days after the receipt of notice of
  a claim of 

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 indemnity hereunder that it elects to undertake the defense
  thereof, the Indemnified Party shall have the right to contest, settle, or compromise
  the claim but shall not pay or settle any such claim without the consent of
  the Indemnifying Party (which consent shall not be unreasonably withheld, delayed,
  or conditioned). 

                                         (c)                The
  Indemnifying Party and the Indemnified Party shall cooperate fully in all aspects
  of any investigation, defense, pre-trial activities, trial, compromise, settlement,
  or discharge of any claim in respect of which indemnity is sought pursuant to
  this Article VIII, including, without limitation, providing the other Party
  with reasonable access to employees and officers (including as witnesses) and
  other information. The remedies provided in this Article VIII shall not be exclusive
  of or limit any other remedies that may be available to the Indemnified Parties.


                                         (d)                The
  Indemnifying Party shall reimburse the Indemnified Party for all Losses within
  five (5) days of receipt of notice from the Indemnified Party setting forth
  the amount of such Losses. 

 ARTICLE IX  

  CONFIDENTIAL INFORMATION  

                     Section
  9.1                    
  Confidentiality. 

                                         (a)                Each
  party agrees not to disclose any confidential Information and/or proprietary
  information of the other Party (“Confidential Information”)
  and to maintain such Confidential Information in strictest confidence, to take
  all reasonable precautions to prevent its unauthorized dissemination and to
  refrain from sharing any or all of the information with any third party, other
  than an authorized sublicensee as set forth in Section 2.2, for any reason whatsoever
  except as required by court order, both during and after the termination of
  this Agreement. Without limiting the scope of this duty, each Party agrees to
  limit its internal distribution of the Confidential Information of the other
  Party only on a "need to know" basis and solely in connection with the performance
  of this Agreement, and to take steps to ensure that the dissemination is so
  limited. 

                                         (b)                Each
  Party agrees not to use the Confidential Information of the other Party for
  its own benefit or for the benefit of anyone other than the providing Party,
  or other than in accordance with the terms and conditions of this Agreement.


                                         (c)                All
  Hunt's Confidential Information remains the property of Hunt and all CryoTherm's
  Confidential Information remains the property of CryoTherm, other than as expressly
  provided by this Agreement. 

                                         (d)                Upon
  written request of the providing Party, or upon the expiration or other termination
  of this Agreement for any reason whatsoever, the receiving Party agrees to return
  to the providing Party all such provided Confidential Information, including
  but not limited to all copies thereof. 

                                         (e)                The
  provisions of this Section 9.1 shall survive the expiration or other termination
  of this Agreement. 

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	ARTICLE X 

        TERM AND TERMINATION

                           Section
        10.1                  Term.
        This Agreement shall commence on the Effective Date, and, unless extended
        by the mutual written agreement of the Parties (and then only upon the
        terms and conditions set forth therein) or sooner terminated in accordance
        with Section 10.2 hereof, shall continue for the term extending to the
        expiration of the last to expire issued patent of the Licensed Intellectual
        Property listed on Schedule A attached hereto 

                          Section
        10.2                  
        Termination of this Agreement. Upon the occurrence of any
        of the events designated in subsections (a) or (b), this Agreement may
        be terminated in its entirety, and upon the occurrence of any of the events
        designated in subsections (c) - (h), may be terminated as to the applicable
        Licensed Product and/or Territory, as the case may be, by:

                                              
        (a)               Either
        Party (“Non-Breaching Party”) that gives written notice
        to the other Party (“Breaching Party”) if the Breaching
        Party breaches in any material respect any material provision of this
        Agreement (other than provisions relating to breaches covered by subsections
        (c) through (h) of this Section 10.2) and such breach: (i) is incapable
        of cure; or (ii) is capable of cure, but not cured within sixty (60) days
        of the Breaching Party's receipt of notice in writing of such breach from
        the Non-Breaching Party;

                                                (b)               Either
        Party upon the Bankruptcy of the other Party;

                                               (c)                Mutual
        written consent of the Parties,

                                               (d)                Hunt,
        if CryoTherm fails to pay License Fees or Royalty Fees for any Licensed
        Products which it owes to Hunt in accordance with Section 3 for the Term
        of this Agreement. Because Hunt is licensing to CryoTherm multiple patents
        which involve multiple Licensed Products, CryoTherm’s failure to
        pay fees for one Licensed Product shall only negate CryoTherm’s rights
        to such Licensed Product, and not prejudice the rights of CryoTherm to
        other Licensed Products which CryoTherm continues to pay fees under the
        terms of this Agreement.

                                               (e)                Hunt,
        if CryoTherm fails to pay all patent application and patent maintenance
        fees, including patent application and maintenance fees for international
        patents, or fails to reimburse Hunt for any patent application fees or
        patent maintenance fees in which Hunt shall pay for the Term of this Agreement;
        Because Hunt is licensing to CryoTherm multiple patents which involve
        multiple Licensed Products, CryoTherm’s failure to pay patent fees
        for one Licensed Product or Territory shall only negate CryoTherm’s
        rights to such Licensed Product or the Territory, and not prejudice the
        rights of CryoTherm for such other Licensed Products or Territories which
        CryoTherm continues to pay patent fees for Patent Territories under the
        terms of this Agreement.

                                               (f)                Hunt,
        if CryoTherm fails to obtain or maintain product liability insurance in
        the amount and of the type provided for herein. Because Hunt is licensing
        to CryoTherm multiple patents which involve multiple Licensed Products,
        CryoTherm’s failure to maintain product liability insurance for one
        Licensed Product or Territory shall only negate CryoTherm’s rights
        to market such Licensed Product or Territory, and not prejudice the rights
        of CryoTherm to market other Licensed Products or other Territories under
        the terms of this Agreement;

      






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                                         (g)                Hunt,
  but only with respect to the applicable Licensed Product and Territory, if CryoTherm
  fails to commence sale of a Licensed Product within four (4) years from the
  successful demonstration of a working “bench test” prototype of such
  Licensed Product, but only in the event CryoTherm (including CryoTherm’s
  Licensee) failed to financially support the Licensed Product or the Licensed
  Intellectual Property relating to such Licensed Product. Because Hunt is licensing
  to CryoTherm multiple patents which involve multiple Licensed Products, CryoTherm’s
  failure to commence sale of one Licensed Product shall only negate CryoTherm’s
  rights to such Licensed Product, and not prejudice the rights of CryoTherm to
  other Licensed Products under the terms of this Agreement; or 

                                        (h)                Hunt,
  but only with respect to the applicable Licensed Product and Territory, if upon
  the commencement of sale of a Licensed Product, CryoTherm fails to sell such
  Licensed Product in a Territory for four (4) consecutive Royalty Periods. Because
  Hunt is licensing to CryoTherm multiple patents which involve multiple Licensed
  Products, CryoTherm’s failure to generate sales of one Licensed Product
  shall only negate CryoTherm’s rights to such Licensed Product in such Territory,
  and not prejudice the rights of CryoTherm to sell other Licensed Products under
  the terms of this Agreement. Notwithstanding the foregoing, CryoTherm shall
  retain the right upon such termination to receive fees and royalties in respect
  of Licensed Products if CryoTherm (including its sublicensee) financially supported
  the Licensed Product or the Licensed Intellectual Property relating to such
  Licensed Product in the amounts provided in Section 3.3(b). 

                     Section
  10.3                  
  Effect of Termination. Upon termination or expiration of
  this Agreement, the following shall immediately occur: 

                                        (a)                Except
  as otherwise provided, all rights granted to CryoTherm under this Agreement
  for each individual Licensed Product shall forthwith terminate and immediately
  revert to Hunt; 

                                        (b)                CryoTherm
  shall pay to Hunt within thirty (30) days after the effective date of termination
  or expiration all Royalties then due to Hunt and unpaid by CryoTherm for the
  individual Licensed Product to which rights are reverting back to Hunt; 

                                        (c)                CryoTherm
  shall have the right, for a period of six (6) months to sell and distribute
  all individual Licensed Products to which CryoTherm’s rights have terminated,
  which remain in CryoTherm's possession (as part of inventory or otherwise) or,
  upon the written request of Hunt, Hunt shall have the right to purchase all
  such remaining Licensed Products that have not previously been sold or contracted
  for sale, at the wholesale prices in effect at the time of termination of this
  Agreement; 

                                        (d)                CryoTherm
  shall immediately discontinue the manufacturing and marketing of the individual
  Licensed Products to which CryoTherm’s rights have terminated. Notwithstanding
  the foregoing, CryoTherm shall have the right, per Section 10.3(c) to continue
  to market any remaining inventory of the Licensed Products to which CryoTherm’s
  rights have terminated and to continue to use the Licensed Intellectual Property
  in License Products already sold and operating in the field; and 

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                                         (e)                Within
  thirty (30) days after the effective date of expiration or termination, each
  Party shall return to the other Party all of its Confidential Information that
  concerns Licensed Intellectual Property or Licensed Products to which CryoTherm’s
  rights have terminated. 

                     Section
  10.4                   
  Waiver. The failure of either Party to exercise any rights or remedies
  to which it is entitled upon the happening of any of the events referred to
  Section 10.2 above, shall not be deemed to be a waiver of or otherwise affect,
  impair, or prevent the non-breaching Party from exercising any rights or remedies
  to which it may be entitled, arising either from the happening of any such event,
  or as a result of the subsequent happening of the same or any other event or
  events provided forth herein. 

                     Section
  10.5                   
  Survival. Expiration or early termination of this Agreement shall not
  relieve either Party of its obligations incurred prior to the expiration or
  early termination. 

 ARTICLE XI

  INSURANCE  

                     Section
  11.1                   
  Insurance. CryoTherm, throughout the Term of this Agreement, shall
  use reasonable best efforts to obtain and maintain at its own cost and expense
  from a qualified insurance company licensed to do business in Delaware and having
  a Moody’s rating of B+ or better, standard Product Liability Insurance
  naming Hunt, and his Affiliates, employees, agents, as an additional insured.
  Such policy shall, to the extent available on commercially reasonable terms,
  provide protection against all claims, demands, and causes of action arising
  out of any defects or failure to perform, alleged or otherwise, of the Licensed
  Products or any material used in connection therewith or any use thereof. The
  amount of coverage, to the extent available on commercially reasonable terms,
  shall be no less than two million ($2,000,000) dollars. The policy shall provide
  for thirty days’ notice to Hunt from the insurer by registered or certified
  mail, return receipt requested, in the event of any modification, cancellation,
  or termination thereof. CryoTherm agrees to furnish Hunt a certificate of Insurance
  evidencing same within thirty prior to the commencement of sales of any Licensed
  Products, and, in no event, shall CryoTherm manufacture, distribute, or sell
  the Licensed Products prior to receipt by Hunt of such evidence of insurance.


ARTICLE XII

  GENERAL PROVISIONS 

                     Section
  12.1                   
  Independent Contractor. The relationship of the Parties
  is that of independent contractors. Neither Party nor any of their respective
  employees, agents or contractors shall by reason of this Agreement be deemed
  an employee, agent or joint venture of the other Party. 

                     Section
  12.2                   
  Notices. All notices required or permitted hereunder must
  be made in writing, in the English language, and will be deemed to be delivered
  and received (i) if personally delivered or if delivered by telex, telegram,
  facsimile or courier service, when actually received by the party to whom notice
  is sent, or (ii) if delivered by mail (whether actually received or not), at
  the close of business on the third business day next following the day when
  placed in the mail, postage prepaid, certified or registered, addressed to the
  appropriate Party or Parties, at the address of such Party or 

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Parties set forth below (or at such other address as such Party may designate by written notice to all other parties in accordance herewith):


                     To
  Hunt at: 

                      
  23707 Red Fish Lane 

                      
  Pass Christian, Mississippi, 39571 

                     And
  a copy to: 

                      
  CryoTherm at: 

                      
  2934-1/2 Beverly Glen Circle 

                      
  Suite 301 

                      
  Bel Air, CA 90077 

                      
  Attn: Larry Shultz 

                     And
  a copy to:  

                      
  Guzik & Associates 

                      
  1800 Century Park East #500

                      
  Los Angeles, CA 90067

                      
  Attn: Samuel S. Guzik, Esq. 

                     Section
  12.3                   Dispute
  Resolution. Any dispute, controversy or claim concerning or relating
  to this Agreement shall be resolved in the following manner: 

                                        (a)                The
  Parties agree to use all reasonable efforts to resolve the dispute through direct
  discussion. To that end, either Party may give the other Party written notice
  of any dispute not resolved in the normal course of business. Upon such notice,
  the Parties shall attempt in good faith to resolve the disputes promptly by
  negotiation between executives who have authority to settle the controversy
  and who are at a higher level of management than the persons with direct responsibility
  for administration of this Agreement. 

                                         (b)                If
  the parties are unable to resolve the dispute by such means within thirty (30)
  days of the notice date, or such other time period as mutually agreed, then
  either party may commence an action in the applicable state or federal courts
  of the State of Mississippi. The parties consent to the jurisdiction of such
  courts, agree to accept service of process by mail, and waive any jurisdictional
  or venue defenses otherwise available. 

                     Section
  12.4                   
  Governing Law. This Agreement shall be governed by and
  construed in accordance with the laws of the State of Mississippi (U.S.A.) exclusive
  of its conflict of laws principles. 

                     Section
  12.5                   
  Severability. If any provision of this Agreement is held
  invalid, illegal or unenforceable, such provision shall be reformed only to
  the extent necessary to effect the original intentions of the parties, and all
  remaining provisions shall continue in full force and effect. 

                     Section
  12.6                   
  Assignment. Except as otherwise provided in this Agreement,
  including CryoTherm's right to enter into sublicenses for the Licensed Products
  and the Licensed Intellectual Property, this Agreement may not be assigned or
  performance delegated by the Parties without the 

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 prior written approval of the other Party, which approval
  shall not be unreasonably withheld, delayed, or conditioned, provided such potential
  assignee demonstrates the capability to fulfill the obligations of this Agreement.
  Any attempted assignment or delegation of this Agreement or duties hereunder
  without such written approval shall be void. Notwithstanding the foregoing,
  CryoTherm may assign rights under this Agreement to a wholly-owned subsidiary
  or company affiliate. In the event CryoTherm and a third party purchaser reach
  agreement for such third party to purchase all or substantially all of CryoTherm's
  business, Hunt shall have the right of first refusal, for a period of ten (10)
  days from the date of such agreement, to purchase CryoTherm’s business
  on substantially the same terms and conditions as such agreement with such third
  party. 

                     Section
  12.7                   
  Force Majeure. Neither Party shall be liable hereunder
  by reason of any failure or delay in the performance of its obligations hereunder
  (except for the payment of money) for a period not to exceed ninety (90) days
  on account of strikes, shortages, riots, insurrection, fires, flood, storm,
  explosions, acts of God, war, governmental action, labor conditions, earthquakes
  or any other cause which is beyond the reasonable control of such Party. Any
  condition enumerated herein continuing beyond ninety (90) days shall constitute
  a default under this Agreement. 

                     Section
  12.8                   
  Advise of Counsel. Each party to this Agreement has been
  advised, and is hereby advised, to seek the representation of counsel for the
  transactions contemplated herein prior to executing this Agreement. Hunt acknowledges
  that he has been advised that the firm of Guzik & Associates represents
  CryoTherm, and does not represent Hunt. 

                     Section
  12.9                   
  Further Assurances. Each party to this Agreement agrees
  to do and perform or cause to be done and performed all such further acts and
  to execute and deliver all such other agreements, certificates, instruments
  and documents as any other party hereto reasonably may request in order to carry
  out the intent and accomplish the purposes of this Agreement and the consummation
  of the transactions contemplated hereby. 

                     Section
  12.10                  
  Binding Effect. This Agreement shall inure to the benefit
  of, and be binding upon, the parties hereto and their respective heirs, executors
  and successors. 

                     Section
  12.11                  
  Modification. Any modification of this Agreement will be
  effective only if it is in writing and signed by Hunt and CryoTherm. 

                     Section
  12.12                   
  Construction. The captions and titles of the articles,
  sections and subsections of this Agreement are for convenience of reference
  only and are not to be considered in construing this Agreement. No Party, nor
  its respective counsel, shall be deemed the drafter of this Agreement for purposes
  of construing this Agreement, and all language in all parts of this Agreement
  shall be construed simply and in accordance with its fair meaning, and not strictly
  for or against any Party. 

                     Section
  12.13                    
  Counterparts. This Agreement may be executed in one or
  more counterparts (including by facsimile), each of which, shall be deemed to
  be an original, but all of which together shall constitute one and the same
  instrument. 

                     Section
  12.14                    
  Entire Agreement. This Agreement together with any attachments,
  schedules and exhibits, constitute the entire agreement of the Parties with
  respect to the subject matter of this Agreement. This Agreement supersedes any
  and all agreements, whether oral or written, between 

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 the parties to this Agreement with respect to the subject
  of this Agreement. Except as otherwise expressly provided herein, this Agreement
  may be modified only by a writing signed by an authorized representative of
  each Party. This Agreement does not supersede or in any way modify, as between
  Hunt and Larry Shultz, their respective rights relating to payments which Hunt
  may be entitled from CryoTherm in respect of the Licensed Intellectual Property.


                     IN
  WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
  duly authorized agents as of the day and year first above written. 

	 	ROBERT D. HUNT:
	 	 	 
	 	Robert D. Hunt, an Individual
	 	 	 
	 	 	 
	 	CRYOTHERM ENERGY, INC.
	 	By: 	 
	 	Name: 	 
	 	Title: 	 





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 Schedule A 

  List of Inventions and Patents  

 Provisional Patent with no number assigned yet dated 02/28/2003,
  titled, "Hydraulic or Pneumatic Sail Mechanism -- Improved Method of Power Generation,
  Refrigeration, Pumping, and Compression from Wind Energy, Wave Energy, or Water
  Current Energy via the use of Sails Constructed of Electronically Controlled
  Rotatable and Extendable Shutters to Reduce Drag and to Increase Power"; and,


Provisional Patent Number 60/439,514 dated 01/13/2003, titled,
  "Methods and Apparatus to Generate Useful Power, Refrigeration, and Heating
  from Harnessing the Potential Energies of Position Via the Continuous Placement
  or Formation of Bodies of Mass to Create Mass Differentials, Caused by the Gravitational
  Pull of the Earth, that Are Immediately Converted to Kinetic Energies of Motion
  in a Cycle"; and, 

Provisional Patent Number 60/432,740 dated 12/13/2002, titled,
  "Drum Jet Turbine with Counter-Rotating Ring and Method of Manufacture"; and,


Provisional Patent Number 60/424,070 dated 11/07/02 titled,
  "Thermoelectric / Photovoltaic Solar Power Module, Having a Rankine Vapor Power
  Cycle to Provide Heat Rejection for the Module that Produces Additional Power
  Output"; and, 

Provisional Patent Number 60/417,134 dated 10/10/2002, titled,
  "Hybrid Combustion Engine having an Internal Thermoelectric Vaporizer that Produces
  DC Electrical Current and Produces High Pressure Vapor for a Low-Boiling-Point-Liquid
  Power Cycle"; and, 

Provisional Patent Number 60/417,128 dated 10/10/2002, titled,
  "Hydrogen and Oxygen Production via a Lift Force Provided by Hydrogen and Oxygen
  Gases Generated via Electrolysis at Substantial Depth"; and, 

Provisional Patent Number 60,410,441 dated 09/16/2002, titled,
  "Multi-Fuel Drum Jet Turbine Engine, Having an Internal Rotating Combustor";
  and, 

Provisional Patent Number 60/400,870 dated 08/05/2002, titled,
  "Air-Lift Drum Jet Turbine"; and, Provisional Patent Application Number 60/397,445
  dated 07/22/2002, titled, "Drum Jet Turbine, Drum Jet Turbo-Alternator, Drum
  Jet Hydro-Turbine, or High Temperature SuperConducting Drum Jet Turbo-Alternator
  Powered by High Pressure Cryogen or Cryogenic Vapor"; and, 

Provisional Patent Application Number 60/391,539 dated 06/26/2002,
  titled, "Dual Solar Energy Via Use of Multi-Stage Vapor Power Cycles, Using
  Multi-Refrigerants and Partial Pressure Refrigeration, with Hydrogen Production
  Via Electrolysis of Water and Hydrogen Energy Storage Via a Hydrogen and Oxygen
  Battery"; and, 

Provisional Patent Application Number 60/384,788 dated 06/03/2002,
  titled, "Multi-Stage, Multi-Refrigerant Working Fluid Vapor Cycle, Power Piston
  Thermal Engine, Having Internal Heat Rejection Using Partial Pressure Refrigeration";
  and, 

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 Provisional Patent Application Number 60/384,126 dated 05/30/02,
  titled, "Self-Powered Partial Pressure Refrigeration / Heating Cycle, Having
  Separation of the Pressure Equaling Gas from the Refrigerant Via Advanced Membrane
  Technology"; and, 

Provisional Patent Application Number 60/381,374 dated 05/17/2002,
  titled, "Partial Pressure Refrigeration / Heating Cycle"; and, 

Provisional Patent Application Number 60/381,075 dated 05/14/02,
  titled, "Kinetic Energy Vapor Power Cycle with Internal Heat Rejection Via Absorption
  Cooling Using Anhydrous Gases"; and, 

Provisional Patent Application Number 60/376,412 dated 05/01/2002,
  titled, "Improved Thermoelectric Vaporizer, Thermoelectric Generator, or Thermoelectric
  Cooler by Use of Vacuum Sealed Thermoelectric Modules and by Use of New Thermoelectric
  Materials"; and, 

Provisional Patent Application Number 60/375,666 dated 04/29/2002,
  titled, "Multi-Cycle, High Torque, High-Pressure Boundary Layer Drag Assisted,
  Rotary Vane Turbine, Turbo-Compressor, Turbo-Pump, Hydro-Turbine, Turbo-Motor,
  Turbo-Torque Converter, or Turbo-Alternator, Pressure Equalization Via Hydraulic
  Fluid Seals"; and, 

Provisional Patent Application Number 60,366,168 dated 03/21/2002,
  titled, "The Production of Electrical Power from the Kinetic Energy and Geothermal
  Heat of a Natural Gas Well, Using a High-Speed Rotary Vane Turbo-Alternator,
  and Low Cost Method of Liquefying High-Pressure Natural Gas"; and, 

Provisional Patent Application Number 60,360,421 dated 03/01/2002,
  titled, "High-Speed, Boundary Layer Drag Assisted, Rotary Vane Turbine, Turbo-Compressor,
  Turbo-Pump, Hydro-Turbine, or Turbo-Alternator"; and, 

Provisional Patent Application Number 60,354,676 dated 02/06/2002,
  titled, "Kinetic Vapor Cycle Power Generator with Automated Pressure Balancing
  System"; and, 

Patent Application Number jc903 U. S. PTO 09/906,951 dated
  7/16/01, titled, "Method of Enhanced Heat Extraction from a Geothermal Heat
  Source for the Production of Electricity Thermoelectrically and Mechanically
  Via the High-Pressure Injection of a Cryogen into a U-Tube or Open Tube Heat
  Exchanger within a Geothermal Heat Source, such as a Producing or Depleted Oil
  Well or Gas Well, or such as a Geothermal Water Well, or such as Hot Dry Rock;
  and, Method of Air Lift Pumping Water; and, Method of Electrolyzing the Water
  into Hydrogen and Oxygen Using the Electricity Generated"; and, 

Patent Application Number jc821 U.S. PTO 09/888842, dated 6/26/01,
  titled "The Production of Electricity Via the High-Pressure Injection of a Cryogen
  into a Geothermal Thermoelectric Generator within a Geothermal Heat Source,
  such as a Producing or Depleted Oil Well or Gas Well, or such as a Geothermal
  Water Well, or such as Hot Dry Rock"; and, 

Application Number jc978 U.S. PTO 09/873983, dated 06/04/01,
  titled, "Cryogen Production Via a Cryogenic Vapor Driven Power Piston for use
  in a Cryogenic Vapor Powered Vehicle with Rotary Vane Motors Attached to the
  Axles of the Vehicle next to the Vehicle's Four Wheels, Using a Heat Source
  such as Solar Heat, Heat of Compression (Heat Pump or Air Compressor, etc.)
  or Heat of Friction (as Formed by an Electric Generator) or Chemical Heat, or
  Heat Formed by Electrical Resistance, Heat of Combustion, etc. to Generate High-Pressure,
  High-Kinetic Energy Cryogenic Vapor"; and, 

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 Application Number jc996 U. S. PTO 09/877781 dated 06/11/01,
  titled "Thermoelectric Vaporizer for the Efficient Generation of Electricity
  Thermoelectrically and for the Simultaneous Vaporization of a Cryogen"; and,


Application Number jc1002 U. S. PTO 09/883,466 dated 06/18/01,
  titled, "Method of Cryogen Production and Thermoelectric Solid-State Electric
  Power Generation whereby the Thermal Energy of the Atmosphere is Directly Converted
  to Electrical Power and whereby the Thermal Energy of the Atmosphere is used
  to Produce High-Energy Cryogenic Vapor Capable of Performing Substantial Work
  and Pure Water is Produced from Water Vapor within the Atmosphere"; and, 

Application Number 09/774,110, dated 01/31/01, titled, "The
  Burning of Disassociated Water as a Direct Fuel Via a Hydrogen Thermolysis Reactor..."


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