Filed by Automated Filing Services Inc. (604) 609-0244 - Cool Can Technologies, Inc. - Exhibit 10.1







EXCLUSIVE LICENSE AGREEMENT 



This Agreement is dated for reference the 30th day of November, 2003


 BETWEEN:

COOL CAN TECHNOLOGIES, INC., 

  a Minnesota corporation having an address at 

  Suite 311 - 698 Seymour Street 

  Vancouver, BC V6B 3K6  

(the “Licensor”) 

  OF THE FIRST PART

 AND:

BALSAM VENTURES, INC., 

  a Nevada corporation having an address at 

  Suite 200, 810 Peace Portal Drive 

  Blaine, Washington 98230 

(the “Licensee”) 

  OF THE SECOND PART


WHEREAS:


	A.
  	The Licensor holds patents covering a proprietary technology (the “Technology”) for self-chilling beverage containers.

       
	B.
  	The Licensee wishes to acquire the exclusive worldwide license to use, commercialize and license the Technology on the terms and subject to the conditions contained of this Agreement.

       
	C.
  	The Licensee and the Licensor had previously entered into
      an agreement dated June 5, 2002 and certain amendments to that Agreement
      (the “Prior Agreements”).

       
	D.
  	The parties wish to terminate the Prior Agreements and have their relationship governed by this Agreement.

        









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 NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
  of the mutual covenants and agreements contained herein, the parties hereto
  agree as follows: 

 1.      DEFINITIONS


 In this Agreement, the following words and phrases shall have
  the following meanings: 

	 	(A)
   	”Apparatus” means any apparatus
        for a self-cooling beverage container described in the Cool Can Patent
        or that incorporates any of the Cool Can Patent, the Know-how and/or the
        Intellectual Property;

         

	 	(B)
   	"Cool Can Patent" means United States
        Patent #J,609,038 (self-chilling beverage container and parts therefore)
        and any improvements, modifications or variant of the patents and patent
        and any apparatus or invention incorporating, or any improvement, modification
        or variant to any Apparatus incorporating the Patent, all know how and
        intellectual property relating to the Patent;

         

	 	(C)
   	“Gross License Revenues” means
        any license revenues or other payments or royalties received by the Licensee
        from any license of the Technology, Inventions, Patent, Know-how and Intellectual
        Property;

         

	 	(D)
   	“Gross Profits” means the
        gross sales of the Apparatus or Products realized by the Licensee, less
        costs of goods sold of the Apparatus or Products and shipping, marketing
        and related costs attributable to sales of the Apparatus, each as determined
        in accordance with generally accepted accounting principals (for greater
        certainty, no sales made by sub-licensees shall be included in the calculation
        of Gross Profits);

         

	 	(E)
   	“Improvement” means any modification
        or variant of the Apparatus and the Invention, whether patentable or not,
        which, if manufactured, used, or sold, would fall within the scope of
        the Apparatus, the Invention or at least one claim of the Cool Can Patent.

         

	 	(F)
   	“Intellectual Property” means
        all copyrights, patent rights, trade secret rights, trade names, trademark
        rights, process information, technical information, designs, drawings,
        inventions and all other intellectual and industrial property rights of
        any sort related to or associated with Invention and the Apparatus;

         

	 	(G)
   	“Inventions” means the inventions
        described in the Cool Can Patents and embodied in the Apparatus;

         

	 	(H)
   	“Inventor” means Edward M.
        Halimi;

         

	 	(I)
   	“Know-how” means all know-how,
        knowledge, expertise, inventions, works of authorship, prototypes, technology,
        information, know-how, materials and tools

          










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relating thereto or to the design, development,
  manufacture, use and commercial application of the Invention and the Apparatus;


	 	(J)
   	“NAFTA” means the North American
        Free Trade Agreement;

         

	 	(K)
   	“NAFTA Countries” means the
        countries that are or may in the future become parties to the North American
        Free Trade Agreement;

         

	 	(L)
   	“Prior Agreements” means the
        agreement between the parties dated June 5, 2002 and any amendments thereto;

         

	 	(M)
   	“Products” means commercial
        goods or products incorporating the Apparatus;

         

	 	(N)
   	“Technology” means the Cool
        Can Patent, the Intellectual Property, the Know How and the Inventions;

         

	 	(O)	“Trademarks” means any trademarks
        relating to or associated with the Invention or Apparatus that the Licensor
        has or may in the future have.



 2.      GRANT OF EXCLUSIVE LICENSE
   

 2.1 The Licensor grants to the Licensee the exclusive right
  and license for the geographic regions set out in Schedule “A” (the
  “Exclusive Regions”) to enjoy, commercialize and exploit the Technology
  and to manufacture, use and sell throughout the Exclusive Regions, Apparatus
  and Products embodying the Technology (the “Exclusive License”). 

 2.2 In consideration of the grant of the Exclusive License,
  the Licensee agrees to 

	 	a.
   	issue 5,000,000 common shares of its
        capital stock (the “Balsam Shares”) to the Licensor; and

         

	 	b.	pay royalties set out in Article 4.



 2.3 The Shares to be issued pursuant to this agreement will
  be “restricted shares”, as contemplated under United States Securities
  Act of 1933, and the certificates representing the Shares will be endorsed
  with the following legend: 


  
     “THE SECURITIES REPRESENTED BY THIS CERTIFICATE
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND
      HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS
      OF THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE
      TRANSFERRED UNLESS  

  










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     THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS
      OF THE ACT OR ARE EXEMPT FROM SUCH REGISTRATION.” 

  



 2.4 The Exclusive License will be for a term of 40 years unless
  sooner terminated in accordance with the provisions of this Agreement or extended
  for a further period by mutual written Agreement. 

 2.5 The Licensor shall keep the Cool Can Patent and the Trademarks
  in good standing in the Exclusive Region as defined in Schedule “A”.
  The cost for same shall be for the account of the Licensee and shall be paid
  for by the Licensee within 30 days of receipt of an invoice for same. 

 3.      PRIOR AGREEMENTS


 3.1 Upon execution of this Agreement, the Prior Agreements
  shall be terminated and be of no further force or effect. Without limiting the
  generality of the foregoing, the Licensee will have no further obligations to
  make expenditures as required by the Prior Agreements. 

 4.      ROYALTIES


 4.1 The Licensee shall pay to the Licensor royalties (the
  “Royalties”) on the following basis: 

	 	a.
   	a Sales Royalty on the sale of Apparatus
        or Products by the Licensee equal to 2% of Gross Profits; and

         

	 	b.	a License Royalty on revenues to the
        Licensee from sub-licensing equal to 5% of Gross License Revenues.



 4.2 The Royalties shall be payable on a quarterly basis within
  52 days of the end of the Licensee’s fiscal quarter provided that the Royalties
  payable with respect to the last quarter of each fiscal year will be payable
  within 107 days of the end of the Licensee’s fiscal year. 

 4.3 Notwithstanding that there may be no Gross Profits or
  Gross License Revenues the Licensee shall pay minimum royalties to the Licensor
  on the 15th day of each month commencing on January 15, 2006 of $5,000
  per month, which minimum royalty payments shall be credited to any royalties
  that may become payable in the fiscal quarter in which they are paid. 

 5.      RIGHT TO
  SUB-LICENSE 

 5.1 The Licensee shall have the right during the continuance
  of this agreement to enter into agreements with other persons, firms or corporations,
  giving and granting to them or 









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 any of them the right, within the Exclusive Regions, to manufacture,
  use and sell Products embodying the Technology on such terms as the Licensee
  shall deem proper, except that in no case shall such terms, covenants and conditions
  impose a greater obligation on the Licensor than is provided by this Agreement.


 5.2 The Licensee shall, prior to entering into any sub-license
  agreement, advise the Licensee of its intention to enter into the sub-license
  agreement and shall immediately after entering into any sub-license agreement
  provide a copy of the agreement to the Licensor. 

 6.      TITLE TO
  INTELLECTUAL PROPERTY / IMPROVEMENTS 

 6.1 The Technology and the Cool Can Patent and trademarks
  included in the Technology shall remain the property of the Licensor subject
  to the Exclusive License granted by this Agreement. The Licensor shall, upon
  demand, execute and deliver to the Licensee such documents as may be deemed
  necessary by counsel for the Licensee for filing in appropriate government offices
  to evidence the granting of the Exclusive License. 

 6.2 In the event the Licensee shall make any Improvements
  said Improvements and any applications and patents therefor shall likewise come
  under this Agreement and be subject to all the terms and provisions thereof.


 7.      RIGHT OF
  FIRST REFUSAL 

 7.1 The Licensor shall not transfer, sell, convey or assign
  (or license in geographic areas outside the Exclusive Region and NAFTA Countries),
  the Technology or any component of it otherwise than in accordance with this
  Article. 

 7.2 Should the Licensor intend to dispose of the Technology
  or any of its interest in it other than by way of license, the Licensor shall
  first give notice in writing to the Licensee of such intention together with
  the terms and conditions on which the Licensor intends to dispose of the Technology
  or its interest in it. Should the Licensor intend to license the Technology
  for any geographic region other than the Exclusive Regions or NAFTA Country
  the Licensor shall first give notice in writing to the Licensee of such intention
  together with the terms and conditions on which the Licensor intends to license
  the Technology. 

 7.3 If the Licensor receives any offer to dispose of all or
  any portion of the Technology or its interest in it, which it intends to accept,
  it shall not accept the same unless it has first offered to sell such interest
  to the Licensee on the same terms and conditions as in the offer received and
  the same has not been accepted by the Licensee. If the Licensor receives any
  offer to license the Technology for any geographic region other than the Exclusive
  Regions or any NAFTA Country, which it intends to accept, it shall not accept
  the same unless it has first offered to license such region to the Licensee
  on the same terms and conditions as in the offer received and the same has not
  been accepted by the Licensee. 








 -6-

 7.4 Any communication of an intention to sell pursuant to
  sections 7.2 and 7.3 (the "Offer") shall be in writing and shall: 

	 	(a)
   	set out in reasonable detail all of
        the terms and conditions of any intended sale;

         

	 	(b)
   	if it is made pursuant to section 7.3,
        include a photocopy of the Offer; and

         

	 	(c)	if it is made pursuant to section 7.3,
        clearly identify the offering party and include such information as is
        known by the Licensor about such offering party;



 and such communication will be deemed to constitute an Offer
  by the Licensor to the Licensee to sell the Licensor's interest to the Licensee
  on the terms and conditions set out in such Offer. 

 7.5 Any Offer made as contemplated in section 7.4 shall be
  open for acceptance by the Licensee for a period of 30 days from the date of
  receipt of the Offer by the Licensee. 

 7.6 If the Licensee accepts the Offer within the period provided
  for in section 7.5, such acceptance shall constitute a binding agreement between
  the Licensor and the Licensee, for the Interest on the terms and conditions
  set out in such Offer. 

 7.7 If the Licensee does not accept the Offer within the period
  provided for in section 7.5, the Licensor may complete a sale and purchase or
  license of its Interest or a portion thereof on terms and conditions no less
  favorable to the Licensor than those set out in the Offer and, in the case of
  an Offer under section 7.3, only to the party making the original offer to the
  Licensor and in any event such sale and purchase shall be completed within nine
  months from the expiration of the right of the Licensee to accept such Offer
  or the Licensor must again comply with the provisions of this Article. 

 7.8 If the Licensee does accept the Offer within the period
  provided for in section 7.5 but fails to close the transaction contemplated
  thereby within 90 days following receipt of such Offer, the Licensor may complete
  a sale and purchase of its Interest or a portion thereof on any terms and conditions
  but in any event such sale and purchase shall be completed within nine months
  from the expiration of the right of the Licensee to accept such Offer or the
  Licensor must again comply with the provisions of this article. 

 7.9 While any Offer is outstanding no other Offer may be made
  until the first mentioned Offer is disposed of and any sale resulting therefrom
  completed or abandoned in accordance with the provisions of this Article. 

 8.      TECHNICAL
  ASSISTANCE 

 8.1 The Licensor shall, at the Licensee’s request and
  expense, provide technical assistance to the Licensee within fifteen (15) days
  of a request by the Licensee to provide 









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 such assistance. Such assistance will be provided at a price
  equal to the Licensor’s cost plus 20%. 

 9.       AUDIT


 9.1 The Licensee shall keep and maintain during the currency
  of this Agreement such full and accurate records (including books of account)
  as are necessary to determine the amounts payable hereunder and shall permit
  a member of the American Institute of Public Accountants designated by the Licensor
  during normal business hours and upon reasonable notice to have full access
  to such records, to audit them, and to make copies of them solely for the purpose
  of verifying the accuracy thereof. The Licensor shall bear all costs of such
  examination unless such examination reveals a material misstatement or mispayment
  of the amount owing by the Licensee to the Licensor of 5% or more, in which
  event the Licensee shall bear all costs of such examination, and the Licensee
  agrees to promptly reimburse Licensor for such costs. 

 If any such inspection reveals a shortfall in the royalties
  payable to the Licensor hereunder then the Licensee shall forthwith pay the
  full amount of such shortfall, plus interest as herein provided, to Licensor.


 9.2 For each of the Licensee’s fiscal years occurring
  wholly or partly during term of this Agreement, the Licensee shall within six
  months after the end of each such fiscal year, deliver to the Licensor a copy
  of the Licensee financial statements for such fiscal year. 

 10.      INFRINGEMENT
  OF THIRD PARTY PATENTS OR TRADEMARKS 

 10.1 If any complaint alleging infringement or violation of
  any Patent, Trademark or other proprietary rights is made against the Licensee
  or its customers, licensees or sub-licensees in respect of the manufacture,
  use or sale of Products in any country, then the following procedure shall be
  adopted. The Licensee shall promptly upon receipt of any such complaint notify
  the Licensor of same, and shall throughout the pendency of such complaint keep
  the Licensor fully informed of the actions and positions taken by the complainant
  and taken and proposed to be taken by the Licensee. The Licensor may elect to
  participate formally in any litigation involving the complaint, to the extent
  that the court permits, but any additional expenses generated by such formal
  participation shall be borne entirely by the Licensor (subject to the possibility
  of recovery of some or all of such additional expenses from the complainant).


 11.      INFRINGEMENT
  OF PATENTS OR TRADEMARKS 

 11.1 The Licensee shall keep a diligent watch in order to
  detect any products which, within the Exclusive Regions infringe, or possibly
  infringe the Patents or Trademarks. Upon detection of any such infringement,
  or possible infringement, the Licensee shall, at the Licencee’s sole cost
  and expense, take appropriate legal action to restrain such 









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 infringement and/or recover damages in respect thereof unless
  the Licensee is advised by its legal counsel that the infringement, in the opinion
  of counsel, is immaterial and is not necessary to protect the patent. The Licensor
  will, at no cost to the Licensee, assist the Licensee in such action by testifying
  in any legal proceedings, signing all necessary papers, and rendering any other
  assistance (except financial assistance) which may, in the opinion of the Licensee
  or its counsel, reasonably be required to prosecute such action to a successful
  conclusion. If the Licensee is successful in obtaining any award of damages
  as a result of such legal action, the Licensee shall be entitled to retain 95%
  of the proceeds from such action and the Licensor shall be entitled to retain
  5% of the proceeds. If the Licensee does not undertake legal action to restrain
  such infringement and/or recover damages in respect thereof, then the Licensor
  may undertake such action at the Licensor’s expense and be entitled to
  retain the full amount of any proceeds from such legal action. 

 12.      DEFAULT


 12.1 If The Licensee is in default of any material obligation
  under this Agreement, then the Licensor may give notice of default (a “Notice
  of Licensee Default”) to the Licensee. Upon receipt of a Notice of Licensee
  Default and subject to the Licensee’s right to arbitrate a dispute as to
  a default, The Licensee will have a period in which to remedy the default (a
  “Licensee Remedy Period”). The Licensee Remedy Period will equal thirty
  (30) days if the default relates to non-payment of the License Fee or Royalties.
  The Licensee Remedy Period will equal sixty (60) days in any other case. The
  thirty (30) day Licensee Remedy Period shall only apply to the first default
  in any one calendar year. If there is a subsequent default in any one calendar
  year, the Licensee Remedy Period shall be shortened to five (5) days for that
  calendar year. 

 12.2 If the Licensee disputes that it is in default, it may
  give a notice to arbitrate to the Licensor (a “Notice to Arbitrate”).
  A Notice to Arbitrate must be given within the applicable Licensee Remedy Period.
  If the Licensee delivers a Notice to Arbitrate, then the dispute will be arbitrated
  in accordance with the arbitration provisions of this Agreement and the Licensee
  Remedy Period will be suspended until such time as the arbitrator reaches a
  decision. If the arbitrator determines that the Licensee is not in default of
  its obligations under this Agreement, then the Licensee will be deemed not to
  be in default of its obligations under this Agreement. If the arbitrator determines
  that the Licensee is in default of its obligations under this Agreement, then
  the Licensee Remedy Period will be deemed to re-commence on the date of the
  decision of the arbitrator and the Licensee will have either thirty (30) or
  sixty (60) days, as applicable, to remedy the default. 

 12.3 If the Licensee fails to remedy a default within the
  applicable Licensee Remedy Period, then the Exclusive License will terminate.


 12.4 If the Licensor is in default of any material obligation
  under this Agreement, then the Licensee may give notice of default (a “Notice
  of Licensor’s Default”) to the Licensor. Upon receipt of a Notice
  of Licensor’s Default and subject to the Licensor’s right to arbitrate
  a 









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 dispute as to a default, the Licensor will have a period of
  sixty (60) days in which to remedy the default (an “Licensor’s Remedy
  Period”). 

 12.5 If the Licensor disputes that it is in default, the Licensor
  may give a notice to arbitrate to the Licensee (a “Notice to Arbitrate”).
  A Notice to Arbitrate must be given within the applicable Licensor’s Remedy
  Period. If the Licensor delivers a Notice to Arbitrate, then the dispute will
  be arbitrated in accordance with the arbitration provisions of this Agreement
  and the Licensor’s Remedy Period will be suspended until such time as the
  arbitrator reaches a decision. If the arbitrator determines that the Licensor
  is not in default of its obligations under this Agreement, then the Licensor
  will be deemed not to be in default of their obligations under this Agreement.
  If the arbitrator determines that the Licensor is in default of its obligations
  under this Agreement, then the Licensor’s Remedy Period will be deemed
  to commence on the date of the decision of the arbitrator and the Licensor will
  have thirty (30) to remedy the default. 

 12.6 If the Licensor fails to remedy a default within the
  applicable Licensor’s Remedy Period, then the obligation of the Licensee
  to pay royalties will be suspended until such time as the default is remedied
  by the Licensor, provided that the Licensee will be entitled to deduct any damages
  arising from the default from any future payment of Royalties. 

 13.      ARBITRATION
  OF DISPUTES 

 13.1 Arbitration of any dispute arising under this Agreement
  will be held in Las Vegas, Nevada under the commercial rules of the American
  Arbitration Association. Any matter presented for arbitration will be settled
  by arbitration proceedings conducted by three arbitrators. Within fifteen (15)
  days after a demand of arbitration is sent, the Licensor and the Licensee will
  each select one arbitrator, and the two arbitrators so selected will select
  a third arbitrator. The decision of the arbitrators as to any matter in dispute
  under this Agreement will be binding and conclusive upon the parties. The decision
  of the arbitrators will be rendered in writing and will include the basis for
  the decision. Judgment upon any award rendered by the arbitrators may be entered
  in any court having jurisdiction. The non-prevailing party to an arbitration
  will pay its own expenses, the fees of each arbitrator, the administrative fee
  of the American Arbitration Association and the expenses, including without
  limitation, attorneys’ fees and costs, reasonably incurred by the prevailing
  party to the arbitration. 

 14.      INTEREST ON
  OVERDUE PAYMENTS 

 14.1 Except as otherwise specified herein, interest shall
  accrue on all overdue payments hereunder from the due date for such payment
  until actual payment, such interest to be computed at an effective annual interest
  rate of twelve percent (12%) per annum. 









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 15.      EQUAL PARTICIPATION IN DRAFTING


 15.1 The parties have equally participated in the drafting
  of the within Agreement, each having had the opportunity to be independently
  represented by counsel. The Licensor acknowledges that O’Neill & Taylor
  PLLC have acted solely for the Licensee in connection with the preparation,
  negotiation and execution of this Agreement and the Licensor has been advised
  to obtain the advice of independent legal counsel in entering into this Agreement.


 16.      REPRESENTATIONS AND WARRANTIES
  OF THE LICENSOR 


16.1 The Licensor represents and warrants to The Licensee that:


	 	(A)
   	The execution and delivery of this Agreement
        by The Licensor has been duly authorized. The person executing this Agreement
        on behalf of The Licensor has full and proper authorization to execute
        same, and this Agreement is the valid and binding agreement of The Licensor
        and is enforceable against The Licensor in accordance with its terms.

         

	 	(B)	The Licensor warrants that the Cool
        Can Patent and the Trademarks are valid and subsisting , that it has sole
        title to them, and full right, authority and power to enter into this
        Agreement, and that it shall indemnify and save harmless the Licensee
        against any and all rights and contracts that may be held or claimed by
        others.



 17.      REPRESENTATIONS AND WARRANTIES OF
  THE LICENSEE


17.1 The Licensee represents and warrants to The Licensor that:


	 	(A)	The execution and delivery of this Agreement by The
        Licensee has been duly authorized. The person executing this Agreement
        on behalf of The Licensee has full and proper authorization to execute
        same, and this Agreement is the valid and binding agreement of The Licensee
        and is enforceable against The Licensee in accordance with its terms.

          










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 18.      MISCELLANEOUS PROVISIONS 

 18.1 Modification And Waiver. No cancellation, modification,
  amendment, deletion, addition or other change in this Agreement or any provision
  hereof, or waiver of any right or remedy hereby provided, shall be effective
  for any purpose unless specifically set forth in writing, signed by the party
  to be bound thereby. No waiver of any right or remedy in respect of any occurrence
  or event on one occasion shall be deemed a waiver of such right or remedy in
  respect of such occurrence or event on any other occasion. 

 18.2 Governing Law. This Agreement shall be construed
  in accordance with, and governed by, the laws of the State of Nevada. 

 18.3 Headings. The headings are inserted solely for
  convenience of reference and shall not be deemed to restrict or modify the meaning
  of the Articles to which they pertain. 

 18.4 Entire Agreement. This Agreement constitutes
  the entire agreement between the parties with respect to all matters herein
  contained, and its execution has not been induced by, nor do any of the parties
  hereto rely upon or regard as material, any representations or writings whatsoever
  not incorporated herein and made a part hereof. This Agreement shall not be
  amended, altered or qualified except by an instrument in writing, signed by
  all parties hereto and any amendments, alterations or qualifications hereof
  shall not be binding upon or affect the rights of any party who has not given
  its consent in writing. 

 18.5 Interpretation. The division of this Agreement
  into articles and sections is for convenience of reference only and shall not
  affect the interpretation or construction of this Agreement. 

 18.6 Severability. In the event that any of the covenants
  herein contained shall be held unenforceable or declared invalid for any reason
  whatsoever, such unenforceability or invalidity shall not affect the enforceability
  or validity of the remaining provisions of this Agreement and such unenforceable
  or invalid portion shall be severable from the remainder of this Agreement.


 18.7 Force Majeure. In the event of an inability or
  failure by any party by reason of any fire, explosion, war, riot, strike, walk-out,
  labour controversy, flood, shortage of water, power, labour transportation facilities
  or necessary materials or supplies, default or power failure of carriers, breakdown
  in or the loss of production or anticipated production from plant or equipment,
  act of God or public enemy, any law, act or order of any court, board, government
  or other authority of competent jurisdiction, or any other direct cause (whether
  or not of the same character as the foregoing) beyond the reasonable control
  of the party, then the party shall not be liable to the other party and will
  not be deemed to be in default during the period and to the extent of such inability
  or failure. 

 18.8 Notices. Any notice required or permitted to be
  given hereunder shall be in writing and shall be effectively given if: 









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	 	(A)
   	Delivered personally;

         

	 	(B)
   	Sent by prepaid courier service or mail;

         

	 	(C)
   	Sent prepaid by telecopiers, fax, telex
        or other similar means of electronic communication; or

         

	 	(D)	Addressed to the relevant Party at the
        address/fax number shown for that Party at the beginning of this Agreement.



 Any notice so given shall be deemed conclusively to have been
  given and received when so personally delivered or, if sent by telex, fax, telecopier
  or other electronic communication, on the first business day thereafter, or
  if sent by mail on the third business day thereafter. Any party may change any
  particulars of its address/fax number for notice by notice to the others in
  the manner above described. 

 18.9 Time of the Essence. Time shall be of the essence
  of this Agreement. 

 18.10 Further Assurances. The parties agree to sign
  such other instruments, cause such meetings to be held, resolutions passed and
  by-laws enacted, exercise their vote and influence, do and perform and cause
  to be done and performed such further and other acts and things as may be necessary
  or desirable in order to give full effect to this Agreement. 

 18.11 Successors and Assigns. This Agreement shall
  enure to the benefit of and be binding upon the parties hereto and their respective
  successors and permitted assigns. 

 18.12 Relationship. The relationship between the Licensor
  and the Licensee is, and during the term of this Agreement shall be that of
  independent contractors. No party shall be deemed a legal representative or
  agent of the other party for any purpose and shall have no right or authority
  to assume or create in writing or otherwise, any obligation of any kind, express
  or implied, with respect to any commitments, in the name of the other party
  or on behalf of the other party, unless given with the express written authority
  of such party. Furthermore, the relationship among the Licensor and the Licensee
  hereunder shall not constitute a joint venture, general partnership or similar
  arrangement. 









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 18.13 Counterparts. This agreement may be executed
  in one or more counter-parts, each of which so executed shall constitute an
  original and all of which together shall constitute one and the same agreement.


 IN WITNESS WHEREOF the parties hereto have executed
  this Agreement and as of the date and year first above written. 

	COOL CAN TECHNOLOGIES, INC.	 	BALSAM VENTURES, INC.
	by its authorized signatory	 	by its authorized signatory:
	 	 	 
	/s/ Bruce Leitch	 	/s/ David Lam
	Signature of Authorized Signatory	 	Signature of Authorized Signatory
	 	 	 
	 	 	 
	/s/ Bruce Leitch	 	/s/ David Lam
	Name of Authorized Signatory	 	Name of Authorized Signatory
	 	 	 
	PRESIDENT	 	PRESIDENT
	Position of Authorized Signatory	 	Position of Authorized Signatory
	 	 	 









 SCHEDULE A

 to that Exclusive License Agreement dated as of November 30,
  2003

 EXCLUSIVE REGION

 All countries that presently or in the future may be members
  of the 

  European Union (E.U.) and the Peoples Republic of China (PRC)