EXHIBIT
      10.6

     

      

     

    Option
      Agreement

    


    This
      Option Agreement (the “AGREEMENT’) is made between the BOARD OF REGENTS
      (“BOARD”), of the UNIVERSITY OF TEXAS SYSTEM (“SYSTEM”), an agency of the State
      of Texas, whose address is 201 West 7th Street, Austin, Texas 78701, Centro
      de
      Investigacion en Materiales Avanzados, S.C. (“CIMAV”), whose address is Miguel
      de Cervantes 120, 31109 Chihuahua, Chih. Mexico and Refinery Science Corp.,
      previously known as Hydroconversion Inc (“OPTIONEE”), a Texas corporation, with
      its principal place of business at 500 W. University, El Paso, Texas
      79968

    


    RECITALS

    


    A. BOARD
      and
      CIMAV (collectively referred to herein as “LICENSOR”) owns certain PATENT RIGHTS
      and TECHNOLOGY RIGHTS which were developed at the University of Texas at El
      Paso
      (“UNIVERSITY”), a component institution of SYSTEM and at CIMAV.

    


    B. LICENSOR
      desires to have PATENT RIGHTS and TECHNOLOGY RIGHTS developed and used for
      the
      benefit of OPTIONEE, the BOARD, CIMAV, INVENTORS, and the public as outlined
      in
      BOARD’S Intellectual Property Policy.

    


    C. OPTIONEE
      wishes to obtain an option to negotiate and acquire a license from LICENSOR
      to
      practice PATENT RIGHTS and TECHNOLOGY RIGHTS and sell and distribute products
      derived therefrom.

    


    


    D. LICENSOR
      on March 1, 2002 executed a Royalty Sharing Agreement whereby CIMAV agreed
      to
      have UNIVERSITY negotiate and manage a License Agreement for the PATENT RIGHTS
      defined below. For clarification this means all payments, amendments to or
      notifications required under this Agreement will be directed to and managed
      by
      UNIVERSITY.

    


    NOW
      THEREFORE, in consideration of the mutual covenants and premises herein
      contained, the parties agree as follows:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1. EFFECTIVE
      DATE AND OPTION PERIOD

    


    This
      AGREEMENT is effective as of September 15, 2004 (“EFFECTIVE DATE’) for a period
      of 24 months (the “OPTION PERIOD”).

    


    2. DEFINITIONS

    


    2.1 PATENT
      RIGHTS mean LICENSOR ‘S rights in information or discoveries covered by U.S.
      Patent# 10/819,893, filed April 7, 2004 (U.T. Component file reference number
      UTSE:092US), all corresponding foreign patent applications; and all
      re-examinations or extensions thereof.

    


    2.2 TECHNOLOGY
      RIGHTS mean LICENSOR ‘S rights in any technical information, know-how, process,
      procedure, composition, method, formula, protocol, technique or data developed
      by Dr. Russell Chianelli, Mr. Gabriel Alonso, and Mr. Sergio Fuentes
      (“INVENTORS”) at UNIVERSITY and CIMAV prior to the EFFECTIVE DATE relating to
“Molybdenum Sulfide/Carbide Catalysts” which are not covered by PATENT RIGHTS,
      but which are necessary for practicing the invention covered by PATENT
      RIGHTS.

    


    2.3 LICENSED
      PRODUCT means any product which cannot be developed, manufactured, used or
      sold
      without utilizing PATENT RIGHTS or TECHNOLOGY RIGHTS.

    


    3. WARRANTIES

    


    3.1 Except
      for the rights, if any of the Government of the United States, as set forth
      below, BOARD hereby represents that it has the full right and power to enter
      into this AGREEMENT and to grant the exclusive option set forth in this
      AGREEMENT. LICENSOR makes no other warranties concerning its rights covered
      by
      this AGREEMENT. LICENSOR makes no expressed or implied warranty of
      merchantability or fitness for a particular purpose as to any LICENSED PRODUCT.
      LICENSOR makes no warranty or representation as to the validity or scope of
      the
      PATENT RIGHTS or that any LICENSED PRODUCT will be free from an infringement
      of
      patents of third parties, or that no third parties are in any way infringing
      PATENT RIGHTS

    


    3.2 OPTIONEE
      understands that the PATENT RIGHTS and TECHNOLOGY RIGHTS may have been developed
      under a funding agreement with the Government of the United States of America
      and, if so, that the Government may have certain rights relative thereto. This
      AGREEMENT is explicitly made subject to the Government’s rights under any such
      agreement and any applicable law or regulation. To the extent that there is
      a
      conflict between any such agreement, applicable law or regulation and this
      AGREEMENT, the terms of such Government agreement, applicable law or regulation
      will prevail.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    4. OPTION
      FOR EXCLUSIVE LICENSE

    


    4.1 LICENSOR
      hereby grants OPTIONEE an exclusive option to acquire an exclusive,
      worldwide license to practice PATENT RIGHTS and TECHNOLOGY RIGHTS
      under terms set forth in the License Agreement attached as Attachment
A.

    


    4.2 OPTIONEE
      may exercise its option at any time during the OPTION PERIOD by delivering
      to
      UNIVERSITY three executed copies of the License Agreement in Attachment
      A.

    


    5. TERMINATION

    


    5.1 OPTIONEE
      may terminate this AGREEMENT by giving 30 days written notice to
      UNIVERSITY.

    


    5.2 UNIVERSITY
      may terminate this AGREEMENT upon 30 days written notice to OPTIONEE if OPTIONEE
      breaches or defaults on its payments obligations under Article 6 herein or
      on
      its payment obligations (including, but not limited to, payment of patent
      expenses) as set forth in any related agreement between OPTIONEE and UNIVERSITY
      covering PATENT RIGHTS and/or TECHNOLOGY RIGHTS, unless, before the end of
      the
      30 day period, OPTIONEE has cured the breach or default to the satisfaction
      of
      UNIVERSITY and so notifies UNIVERSITY in writing, stating the manner of the
      cure.

    


    6. PAYMENT

    


    6.1 In
      consideration for the option granted herein, OPTIONEE agrees to pay BOARD
      $2,500 within 30 days after the EFFECTIVE DATE.

    


    6.2 All
      payments under this AGREEMENT are to be paid in U.S. dollars, checks payable
      to
      the order of UNIVERSITY and mailed to the address in Section 8.6.

    


    7.
       CONFIDENTIAL
      INFORMATION

    


    7.1 As
      soon
      as possible following the execution of this AGREEMENT, UNIVERSITY, through
      INVENTOR, will disclose all relevant Confidential Information as defined in
      Section 7.2 below, other information, and data relating to PATENT RIGHTS and
      TECHNOLOGY RIGHTS, to enable OPTIONEE to evaluate the potential commercial
      significance of the PATENT RIGHTS and TECHNOLOGY RIGHTS

    


    7.2 In
      addition to the initial disclosure described in Section 7.1, the parties may
      disclose other Confidential Information to each other, from time to time, in
      connection with work contemplated under this AGREEMENT. All such information
      whether disclosed initially or during the OPTION PERIOD will be referred to
      as
“Confidential Information.” Each party will use reasonable efforts to prevent
      the disclosure of any of the other party’s Confidential Information to third
      parties for a period of three (3) years from receipt thereof, provided that
      the
      recipient party’s obligation will not apply to information that:

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    a. is
      not
      disclosed in writing or reduced to writing and so marked with an appropriate
      confidentiality legend within thirty (30) days of disclosure;

    


    b. is
      already in the recipient party’s possession at the time of disclosure thereof
      and not obtained directly or indirectly from the other, as proven by the
      receiving party’s written records;

    


    c. is
      or
      later becomes published through no fault of the recipient party;

    


    d. is
      lawfully acquired from a third party having no obligations of confidentiality
      to
      the disclosing party;

    


    e. is
      independently developed by the recipient party; or 

     

    f.
      is
      required by law or regulation to be disclosed.

    


    7.3 In
      the
      event that information is required to be disclosed under Section 7.2(f) above,
      the party required to make disclosure will notify the other to allow that party
      to assert whatever exclusions or exemptions may be available to it under such
      law or regulation.

    


    8. GENERAL
      PROVISIONS

    


    8.1 This
      AGREEMENT may not be assigned by OPTIONEE without the prior written consent
      of
      LICENSOR, which consent may not unreasonably be withheld. However, OPTIONEE
      may
      assign any and all of the rights granted to it pursuant to this AGREEMENT to
      a
      successor of all or substantially all of its business to which this AGREEMENT
      relates without the approval from or prior notice to LICENSOR through
      UNIVERSITY.

    


    8.2 This
      AGREEMENT constitutes the entire and only agreement between the parties relating
      to an option to acquire a license, and all prior negotiations, representations,
      agreements and understandings are superseded hereby. No agreements altering
      or
      supplementing the terms hereof may be made except by written mutual agreement
      by
      the parties.

    


    8.3 The
      relationship between LICENSOR and OPTIONEE is that of independent contractors
      LICENSOR and OPTIONEE are not joint ventures, partners, principal and agent,
      master and servant, employer or employee, and have no other relationship other
      than independent contracting parties. UNIVERSITY will have no power to bind
      or
      obligate OPTIONEE in any manner, other than as is expressly set forth in this
      AGREEMENT. Likewise OPTIONEE will have no power to bind or obligate LICENSOR
      in
      any manner, other than as is expressly set forth in this AGREEMENT,

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    8.4
      If
      any prevision of this AGREEMENT is ultimately held to be invalid, illegal or
      unenforceable, the validity, legality and enforceability of the remaining
      provisions will not in any way be affected or impaired thereby.

    


    8.5
      Any
      delay in enforcing a party’s right under this AGREEMENT or any waiver as to a
      particular default or other matter will not constitute a waiver of such party’s
      rights to the future enforcement of its rights under this AGREEMENT, except
      only
      as to an express written and signed waiver to a specific matter for a specific
      period of time.

    


    8.6
      Any
      notice required by this AGREEMENT will be given by personal delivery (including
      delivery by reputable messenger services such as Federal Express) or by prepaid,
      first class, certified mail, return receipt requested, addressed
      to:

    


    The
      University of Texas at El Paso

    Office
      of
      Technology Transfer

    Attention:
      Technology Transfer Manager

    Burges
      Hall, Room 404

    500W.
      University

    El
      Paso,
      Texas 79902

    Ph: 915/747-7901

    Fax:
      915/147-5931

    


    or
      in the
      case of OPTIONEE to:

    


    Refinery
      Science Corp.

    Attention:
      David Rendina

    Burges
      Hall, Room 410

    500W.
      University

    El
      Paso,
      Texas 79902

    Ph:
      604-341-1599

    


    or
      at
      such other addresses as may be given from time to time in accordance with the
      terms of this notice provision.

    


    8.7
      This
      AGREEMENT will be governed by, construed, and enforced in accordance with the
      internal laws of the State of Texas.

    


    8.8
      This
      Agreement may be signed in one or more counterparts (including faxed copies),
      each of which shall be deemed one and the same original.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      parties have caused this AGREEMENT
      to be
      executed by their duly authorized representatives.

     

    
      	
              BOARD
                OF REGENTS OF THE 

              UNIVERSITY
                OF TEXAS SYSTEM

            	 	REFINERY
              SCIENCE CORP.
	 	 	 	 	 
	By	 	 	By	 
	 	
              
                
Cynthia
                Vizcaino Villa, Vice President for Finance and
                Administration

            	 	 	
              
David,
              Rendina, CEO
	 	 	 	 	 
	 	
            	 	 	Date:
              ___________________________


    

     

    Date:
      ____________________________


    
       

      
        	
                CENTRO
                  DE INVESTIGATCION

                EN
                  MATERIALES AVANZADOS

              	 	 
	 	 	 	 	 
	By	 	 	 	 
	 	
                

                Dr.
                  Jesus Gonzalez-Hernandez 

                General
                  Director

              	 	 	 


      

      
         

        Date:
          ____________________________

        
           

          
            	
                    Approved
                      as to Content:

                  	 	 
	 	 	 	 	 
	By	 	 	 	 
	 	
                    

                    
                      Dr.
                        Roberto Osegueda

                      Vice
                        Provost for Research

                    

                  	 	 	 


          

          
            
               

              Date:
                ____________________________

            

          

        

      

    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    ATTACHMENT


    


    PATENT
      LICENSE AGREEMENT

    


    This
      Agreement is between the Board of Regents (“Board”) of The University of Texas
      System (“System”), an agency of the State of Texas, whose address is 201 West
      7th Street, Austin, Texas 78701, Centro de Investigacion en Materiales
      Avanzados, St. (“CIMAV”), whose address is Miguel de Cervantes 120, 31109
      Chihuahua, Chih. Mexico and Refinery Science Corp., a corporation having a
      principal place of business located at 500 W. University, El Paso Texas
      (“Licensee”).

    


    TABLE
      OF CONTENTS

     

    
      
        	 	 	 	
                RECITALS

              	 	 	 	 
	 	 	 	 	 	 	 	 
	
                1.

              	 	 	
                EFFECTIVE
                  DATE

              	 	 	8	 
	 	 	 	
                 

              	 	 	 	 
	
                2.

              	 	 	
                DEFINITIONS

              	 	 	8	 
	 	 	 	
                 

              	 	 	 	 
	
                3.

              	 	 	
                WARRANTY,
                  SUPERIOR RIGHTS AND REPRESENTATIONS

              	 	 	9	 
	 	 	 	
                 

              	 	 	 	 
	
                4.

              	 	 	
                LICENSE

              	 	 	10	 
	 	 	 	
                 

              	 	 	 	 
	
                5.

              	 	 	
                PAYMENTS
                  AND REPORTS

              	 	 	11	 
	 	 	 	
                 

              	 	 	 	 
	
                6.

              	 	 	
                TERM
                  AND TERMINATION

              	 	 	12	 
	 	 	 	
                 

              	 	 	 	 
	
                7.

              	 	 	
                INFRINGEMENT
                  BY THIRD PARTIES

              	 	 	14	 
	 	 	 	 	 	 	 	 
	
                8.

              	 	 	
                ASSIGNMENT

              	 	 	14	 
	 	 	 	
                 

              	 	 	 	 
	
                9.

              	 	 	
                PATENT
                  MARKING

              	 	 	14	 
	 	 	 	
                 

              	 	 	 	 
	
                10.

              	 	 	
                INDEMNIFICATION
                  AND INSURANCE

              	 	 	14	 
	 	 	 	
                
                

              	 	 	 	 
	
                11.
                  

              	 	 	
                USE
                  OF BOARD AND COMPONENT’S NAME

              	 	 	15	 
	
                 

              	 	 	 	 	 	 	 
	
                12.

              	 	 	
                CONFIDENTIAL
                  INFORMATION AND PUBLICATION

              	 	 	15	 
	 	 	 	
                 

              	 	 	 	 
	
                13.

              	 	 	
                PATENTS
                  AND INVENTIONS

              	 	 	16	 
	 	 	 	
                 

              	 	 	 	 
	
                14.

              	 	 	
                ALTERNATE
                  DISPUTE RESOLUTION

              	 	 	16	 
	 	 	 	
                 

              	 	 	 	 
	
                15.

              	 	 	
                GENERAL
                  

              	 	 	17	 
	 	 	 	 	 	 	 	 
	
                 

              	 	 	
                SIGNATURES

              	 	 	18	 


      

    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    RECITALS

    


    A. Board
      and
      CIMAV (Collectively referred to herein as “Licensor”) own certain Patent Rights
      and Technology Rights related to Licensed Subject Matter, which were developed
      at The University of Texas at El Paso (“University”), a component institution of
      System and CIMAV.

    


    B. Licensor
      desires to have the Licensed Subject Matter developed and used for the benefit
      of Licensee, Inventor, Board, CIMAV and the public as outlined in Board’s
      Intellectual Property Policy.

    


    C. Board
      and
      CIMAV have executed a Royalty Sharing Agreement whereby CIMAV agrees to have
      University negotiate and manage the License Agreement for the Patent Rights
      defined below. For clarification this means all royalty payments and license
      tees, amendments to the Agreement, or notifications required under this
      Agreement will be directed to and managed by University.

    


    D. Licensee
      wishes to obtain a license from Licensor to practice Licensed Subject
      Matter.

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and premises herein contained, the parties
      agree as follows:

    


    1. EFFECTIVE
      DATE

    


    This
      Agreement is effective _______________ (“Effective Date”).

    


    2. DEFINITIONS

    


    As
      used
      in this Agreement, the following terms have the meanings indicated:

    


    2.1 “Affiliate”
means
      any business entity more than 50% owned by Licensee, any
      business entity which owns more than 50% of Licensee, or any business
entity
      that is more than 50% owned by a business entity that owns more than
50%
      of
      Licensee.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    2.2
      “Licensed
      Field”
means
      all fields of use.

    


    2.3 “Licensed
      Product”
means
      any product Sold by Licensee comprising Licensed Subject Matter pursuant to
      this
      Agreement.

    


    2.4 “Licensed
      Subject Matter” means
      inventions and discoveries covered by Patent Rights or Technology Rights within
      Licensed Field.

    


    2.5 “Licensed
      Territory”
means
      worldwide.

    


    2.6
      “Net
      Sales”
means
      the gross revenues received by Licensee from the Sale of Licensed Products
      less
      sales and/or use taxes actually paid, import and/or export duties actually
      paid,
      outbound transportation prepaid or allowed, and amounts allowed or credited
      due
      to returns (not to exceed the original billing or invoice amount).

    


    2.7 “Patent
      Rights”
means
      Licensor’s rights in information or discoveries covered by patents, whether
      domestic or foreign, and all divisions, continuations, continuations-in-part,
      reissues, reexaminations or extensions thereof, and any letters patent that
      issue thereon, which name Dr. Russell Chianelli, Mr. Gabriel Alonso, and Mr.
      Sergio Fuentes as either sole or joint inventors (“Inventor) and which relate to
      the manufacture, use or sale of Patent No.10/819,893 entitled: “Molybdenum
      Sulfide/Carbide Catalysts”.

    


    2.8 “Sale,
      Sell or Sold”
means
      the transfer or disposition of a Licensed Product for value to a party other
      than Licensee.

    


    2.9 “Technology
      Rights”
means
      Licensor’s rights in technical information, knowfl how, processes, procedures,
      compositions, devices, methods, formulas, protocols, techniques, software,
      designs, drawings or data created by Dr. Russell Chianelli, Mr. Gabriel Alonso,
      and Mr. Sergio Fuentes (Inventor) at University and CIMAV before the Effective
      Date relating to Patent No.10/819,893 entitled:

    “Molybdenum
      Sulfide/Carbide CataIysts’~ which are not covered by Patent Rights but which are
      necessary for practicing the invention covered by Patent Rights.

    


    3.
      WARRANTY: SUPERIOR-RIGHTS

    


    3.1 Except
      for the rights, if any, of the Government of the United States, as set forth
      below, Licensor represents and warrants its belief that (i) it is the owner
      of
      the entire right, tale, and interest in and to Licensed Subject Matter, (ii) it
      has the sole right to grant licenses thereunder, and (iii) it has not knowingly
      granted licenses thereunder to any other entity that would restrict rights
      granted to Licensee except as stated herein.

     

    3.2
      Licensee understands that the Licensed Subject Matter may have been developed
      under a funding agreement with the Government of the United States of America
      and, if so, that the Government may have certain rights relative thereto. This
      Agreement is explicitly made subject to the Government’s rights under any
      agreement and any applicable law or regulation. If there is a conflict between
      an agreement, applicable law or regulation and this Agreement, the terms of
      the
      Government agreement, applicable law or regulation shall prevail.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    3.3 Licensee
      understands and acknowledges that Licensor, by this Agreement, makes no
      representation as to the operability or fitness for any use, safety, efficacy,
      ability to obtain regulatory approval, patentability, and/or breadth of the
      Licensed Subject Matter. Licenser, by this Agreement, also makes no
      representation as to whether there are any patents now held, or which will
      be
      held, by others or by Licensor in the Licensed Field, nor does Licensor make
      any
      representation that the inventions contained in Patent Rights do not infringe
      any other patents now held or that will be held by others or by
      Licensor,

    


    3.4 Licensee,
      by execution hereof, acknowledges, covenants and agrees that it has not been
      induced in any way by CIMAV, Board, System, University or its employees to
      enter
      into this Agreement, and further warrants and represents that (i) it has
      conducted sufficient due diligence with respect to all items and issues
      pertaining to this Article 3 and all other matters pertaining to this Agreement;
      and (ii) Licensee has adequate knowledge and expertise, or has utilized
      knowledgeable and expert consultants, to adequately conduct the due diligence,
      and agrees to accept all risks inherent herein.

    


    4. LICENSE

    


    4.1 Licensor
      hereby grants to Licensee a royalty-bearing, exclusive license under
Licensed
      Subject Matter to manufacture, have manufactured, and/or sell Licensed
      Products within the Licensed Territory for use within Licensed Field.
This
      grant is subject to the payment by Licensee to Licensor through University
      of
      all
      consideration as provided herein, and is further subject to rights retained
      by
Licensor
      to:

    


    a. Publish
      the general scientific findings from research related to Licensed Subject Matter
      subject to the terms of Section 13, Confidential Information; and

    


    b. Use
      Licensed Subject Mailer for research, teaching and other educationally-related
      purposes.

    


    4.2 Licensee
      may extend the license granted herein to any Affiliate if the Affiliate consents
      to be bound by this Agreement to the same extent as Licensee.

     

    4.3
      Licensee may grant sublicenses consistent with this Agreement if Licensee is
      responsible for the operations of its sublicensees relevant to this Agreement
      as
      if the operations were carried out by Licensee, including the payment of
      royalties whether or not paid to Licensee by a sublicensee. Licensee must
      deliver to Licensor a true and correct copy of each sublicense granted by
      Licensee, and any modification or termination thereof, within 30 days after
      execution, modification, or termination. When this Agreement is terminated,
      all
      existing sublicenses granted by Licensee must be assigned to
      Licensor.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    5.
      PAYMENTS AND REPORTS

    


    5.1
      In
      consideration of rights granted by Licensor to Licensee under this Agreement,
      Licensee will pay Licensor the following:

    


    a. A
      nonrefundable license documentation fee in the amount of patent expenses
      incurred by Licensor for Patent No.10/819,893, and payable when this Agreement
      is executed by Licensee;

    


    b. To
      clarify under 51 -a. any fees paid by Licensee under the Option to License
      Agreement will be subtracted from the license documentation fee.

    


    c. A
      running
      royalty equal to 2.5% of Net Sales for Licensed Products sold by Licensee and
      protected by a valid claim included within Patent Rights.

    


    5.2
      In
      consideration of rights granted by Licensor to Licensee under this Agreement,
      Licensee further agrees to pay Licensor the following after the execution of
      a
      sublicense hereunder:

    


    a. Within
      30
      days after the execution of the sublicense, a sublicense fee of 50% of any
      up-front cash payment made to Licensee in consideration of the sublicense,
      excluding funds paid to Licensee for research and development
      purposes;

    


    b. Within
      30
      days after the execution of the sublicense, a sublicense fee constituting a
      cash
      payment equal to 50% of any non-cash consideration received by Licensee from
      a
      sublicensee, such consideration to include, without limitation, equity in other
      companies or equity investments in Licensee. The value of an equity investment
      will be calculated as the average market value of the class of stock involved
      for 5 consecutive days preceding the execution of the sublicense agreement.
      In
      cases where the sublicense agreement calls for payment to Licensee of a premium
      over the market value, Licensor will also share 10% of the premium paid to
      Licensee; and

    


    c. One
      half
      of the gross revenue royalty payments received on Net Sales of Licensed Products
      received by Licensee from any sublicensee.

     

    5.3
      During the Term of this Agreement and for 1 year thereafter, Licensee agrees
      to
      keep complete and accurate records of its and its sublicensees’ Sales and Net
      Sales of Licensed Products under the license granted in this Agreement in
      sufficient detail to enable the royalties payable hereunder to be determined.
      Licensee agrees to permit Licensor or its representatives, at Licensor’s
      expense, to periodically examine its books, ledgers, and records during regular
      business hours for the purpose of and to the extent necessary to verify any
      report required under this Agreement. If the amounts due to Licensor are
      determined to have been underpaid by a percentage factor such as ten percent,
      Licensee will pay the cost of the examination and accrued interest at the
      highest allowable rate.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    5.4
      Within 60 days after March 31, June 30, September 30, and December 31, beginning
      immediately after the Effective Date, Licensee must deliver to Licensor a true
      and accurate written report, even if no payments are due Licensor, giving the
      particulars of the business conducted by Licensee and its sublicensee(s), if
      any
      exist, during the preceding 3 calendar months under this Agreement as are
      pertinent to calculating payments hereunder. This report will include at
      least:

    


    a.
      the
      quantities of Licensed Subject Matter that it has produced;

    


    b. the
      total
      Sales;

    


    c. the
      calculation of royalties thereon; and

    


    d. the
      total
      royalties computed and due Board,

    


    Simultaneously
      with the delivery of each report, Licensee must pay to Licensor the amount,
      if
      any, due for the period of each report.

    


    5.5
      On or
      before each anniversary of the Effective Date, irrespective of having a first
      Sale or offer for Sale, Licensee must deliver to Licensor a written progress
      report as to Licensee’s (and any sublicensee’s)
      efforts and accomplishments during the preceding year in diligently
      commercializing Licensed Subject Matter in the Licensed Territory and Licensee’s
      (and, if applicable, sublicensee’s) commercialization plans for the upcoming
      year.

    


    5.6
      All
      amounts payable here by Licensee must be paid in United States funds
without
      deductions for taxes, assessments, fees, or charges of any kind. Checks
must
      be
      payable to the University of Texas at El Paso, and sent to the Office of
Technology
      Transfer, Burges Hall, Room 404, 500 W. University, El Paso, Texas 79968.

    


    5.7
      Licensee must reimburse Licensor for all its out-of-pocket expenses thus far
      incurred in filing, prosecuting, enforcing and maintaining exclusively licensed
      Patent Rights and must pay all future expenses so long as and in the countries
      its license remains exclusive.

     

    6.
      TERM AND TERMINATION

    


    6.1
      The
      term of this Agreement is from the Effective Date to the full end of the term
      or
      terms for which Patent Rights have not expired or, if only Technology Rights
      are
      licensed and no Patent Rights are applicable, for a term of 15
      years.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    6.2
      Any
      time after 2 years from the Effective Date, Licensor and University have the
      right to terminate the exclusivity of this license in any national political
      jurisdiction in the Licensed Territory if Licensee, within 90 days after
      receiving written notice from University of intended termination of exclusivity,
      fails to provide written evidence satisfactory to University that Licensee
      or
      its sublicensees has commercialized or is actively attempting to commercialize
      a
      licensed invention in such jurisdiction(s).

    


    6.3
      Any
      time after 3 years from the Effective Date, Board and University have the right
      to terminate this license in any national political jurisdiction in the Licensed
      Territory if Licensee, within 90 days after receiving written notice from
      University of intended termination, fails to provide written evidence
      satisfactory to University that Licensee or its sublicensees has commercialized
      or is actively attempting to commercialize a licensed invention in such
      jurisdiction(s).

    


    6.4
      The
      following definitions apply to Article 6: (i) “Commercialize” means having Sales
      of Licensed Products in such jurisdiction; and (ii) “Active attempts to
      commercialize” means having Sales of Licensed Products or an effective, ongoing
      and active research, development, manufacturing, marketing or sales program
      as
      appropriate, directed toward obtaining regulatory approval, production or Sales
      of Licensed Products in any jurisdiction.

    


    6.5
      This
      Agreement will earlier terminate:

    


    a. automatically
      if Licensee becomes bankrupt or insolvent and/or if the business of Licensee is
      placed in the hands of a receiver, assignee, or trustee, whether by voluntary
      act of Licensee or otherwise; or

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    b. upon
      60
      days written notice from University if Licensee breaches or defaults on its
      obligation to make payments (if any are due) or reports, in accordance with
      the
      terms of Article 5, unless, before the end of the 60 day period, Licensee has
      cured the default or breach and so notifies University, stating the manner
      of
      the cure; or

    


    c. upon
      90
      days written notice if Licensee breaches or defaults on any other obligation
      under this Agreement, unless, before the end of the 90 day period, Licensee
      has
      cured the default or breach and so notifies University, stating the manner
      of
      the cure; or

    


    d. at
      any
      time by mutual written agreement between Licensee, and Licensor, upon 180 days
      written notice to all parties and subject to any terms herein which survive
      termination; or

    


    e. under
      the
      provisions of Paragraphs 6.2 if invoked.

    


    6.6
      If
      this Agreement is terminated for any cause:

    


    a. nothing
      herein will be construed to release either party of any obligation matured
      prior
      to the effective date of the termination;

    b. after
      the
      effective date of the termination, Licensee may sell all Licensed Products
      and
      parts therefore it has on hand at the date of termination, if it pays earned
      royalties thereon according to the terms of Article 5; and

    c. Licensee
      will be bound by the provisions of Articles 10 (Indemnification), 11 (Use of
      Licensor and University’s Name), and 12 (Confidential Information) of this
      Agreement.

    


    7.
      INFRINGEMENT BY THIRD PARTIES

    


    7.1
      Licensee, at its expense, will take all reasonable actions to enforce any patent
      exclusively licensed hereunder against infringement by third parties and it
      is
      entitled to retain recovery from such enforcement. Licensee must pay Licensor
      a
      royalty on any monetary recovery if the monetary recovery is for damages or
      a
      reasonable royalty in lieu thereof. If Licensee does not file suit against
      a
      substantial infringer of a patent within 8 months of knowledge thereof, then
      Licensor may enforce any patent licensed hereunder on behalf of itself and
      Licensee, Licensor retaining all recoveries from such enforcement.

    


    7.2
      In
      any infringement suit or dispute, the parties agree to cooperate fully with
      each
      other. At the request and expense of the party bringing suit, the other party
      will permit access to all relevant personnel, records, papers, information,
      samples, specimens, etc., during regular business hours.

    


    8.
      ASSIGNMENT

    


    Except
      in
      connection with the sale of substantially all of Licensee’s assets to a third
      party, this Agreement may not be assigned by Licensee without the prior written
      consent of Licensor, which will not be unreasonably withheld.

    


    9.
      PATENT MARKING

    


    Licensee
      must permanently and legibly mark all products and documentation manufactured
      or
      sold by it under this Agreement with a patent notice as may be permitted or
      required under Title 35, United States Code.

     

    10. INDEMNIFICATION
      AND INSURANCE

    


    10.1
      Licensee agrees to hold harmless and indemnify CIMAV Board, System, University,
      its Regents, officers, employees and agents from and against any claims,
      demands, or causes of action whatsoever, including without limitation those
      arising on account of any injury or death of persons or damage to property
      caused by, or arising out of, or resulting from, the exercise or practice of
      the
      license granted hereunder by Licensee, its Affiliates or their officers,
      employees, agents or representatives.

    


    10.2
      In
      no event shall Licensor be liable for any indirect, special, consequential
      or
      punitive damages (including, without limitation, damages for loss of profits
      or
      expected savings or other economic losses, or for injury to persons or property)
      arising out of or in connection with this Agreement or its subject matter,
      regardless of whether Licensor knows or should know of the possibility of such
      damages. Licenser’s aggregate liability for all damages of any kind relating to
      this Agreement or its subject matter shall not exceed the amounts paid by
      Licensee to Licensor under this Agreement during the one year period preceding
      the date of the event which gave rise to the liability. The foregoing exclusions
      and limitations shall apply to all claims and actions of any kind, whether
      based
      on contract, tort (including, but not limited to, negligence), or any other
      grounds.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    10.3
      Insurance

    


    a.
      Beginning at the time when any Licensed Subject Matter is being distributed
      or
      sold (including for the purpose of obtaining regulatory approvals) by Licensee
      or by a sublicensee, Licensee shall, at its sole cost and expense, procure
      and
      maintain commercial general liability insurance in amounts not less than
      $2~000,0O0 per incident and $2,000,000 annual aggregate, and Licensee shall
      use
      reasonable efforts to have the Board, System, University, its Regents, officers,
      employees and agents named as additional insureds. Such commercial general
      liability insurance shall provide (i) product liability coverage; (ii) broad
      form contractual liability coverage for Licensee’s indemnification under this
      Agreement; and (iii) coverage for litigation costs. The minimum amounts of
      insurance coverage required shall not be construed to create a limit of
      Licensee’s liability with respect to its indemnification under this
      Agreement,

    


    b.
      Licensee shall provide Licensor with written evidence of such insurance upon
      Licensor’s request. Licensee shall provide Licensor with written notice of at
      least fifteen (15) days prior to the cancellation, non-renewal or material
      change in such insurance.

    


    c.
      Licensee shall maintain such commercial general liability insurance beyond
      the
      expiration or termination of this Agreement during (i) the period that any
      Licensed Subject Matter developed pursuant to this Agreement is being
      commercial

    distributed
      or sold by Licensee or by a sublicensee or agent of Licensee; and (ii) the
      five
      (5) year period immediately after such period.

    


    11.
      USE OF LICENSOR’S AND UNIVERSITY’S NAME

    


    Licensee
      may not use the name of CIMAV, University, System or Board without express
      written consent.

    


    12.
      CONFIDENTIAL INFORMATION AND PUBLICATION

    


    12.1
      Licensor and Licensee each agree that all information contained in documents
      marked “confidential’ and forwarded to one by the other (I) be received in
      strict confidence, (ii) be used only for the purposes of this Agreement, and
      (iii) not be disclosed by the recipient party, its agents or employees without
      the prior written consent of the other party, except to the extent that the
      recipient party can establish competent written proof that such
      information:

    


    a. was
      in
      the public domain at the time of disclosure;

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    b. later
      became part of the public domain through no act or omission of the recipient
      party, it’s employees, agents, successors or assigns;

    


    c. was
      lawfully disclosed to the recipient party by a third party having the right
      to
      disclose it:

    


    d.
      was
      already known by the recipient party at the time of disclosure;

    


    e. was
      independently developed by the recipient; or

    


    f. is
      required by law or regulation to be disclosed.

    


    12.2
      Each
      party’s obligation of confidence hereunder shall be fulfilled by using at least
      the same degree of care with the other party’s confidential information as it
      uses to protect its own confidential information. This obligation shall exist
      while this Agreement is in force and for a period of 3 years
      thereafter.

    


    12.3
      University and CIMAV will submit its manuscript for any proposed publication
      of
      research related to Licensed Subject Matter to Licensee at least 30 days before
      publication, and Licensee shall have the right to review and comment upon the
      publication in order to protect Licensee’s confidential information. Upon
      Licensee’s request, publication will be delayed up to 60 additional days to
      enable Licensee to secure adequate intellectual property protection of
      Licensee’s property that would be affected by the publication.

     

    13. PATENTS
      AND INVENTIONS

    


    13.1
      If
      after consultation with Licensee, all parties agree that a patent application
      should be filed for Licensed Subject Matter, Licensor will prepare and file
      the
      appropriate patent applications, and Licensee will pay the cost of searching,
      preparing, filing, prosecuting and maintaining same. If Licensee notifies
      Licensor that it does not intend to pay the cost of an application, or if
      Licensee does not respond or make an effort to agree with Licensor
      on the disposition of rights in the subject invention, then Licensor may file
      an
      application at its own expense and Licensee will have no rights to the
      invention. Licensor will provide Licensee a copy of any patent application
      for
      which Licensee has paid the cost of filing, as well as copies of any documents
      received or filed with the respective patent office during the prosecution
      thereof.

    


    14.
      ALTERNATE D1SPUTE RESOLUTION

    


    14.1
      Any
      dispute or controversy arising out of or relating to this Agreement, its
      construction or its actual or alleged breach will be decided by mediation.
      If
      the mediation does not result in a resolution of such dispute or controversy,
      it
      will be finally decided by an appropriate method of alternate dispute
      resolution, including without limitation, arbitration, conducted in the city
      of
      El Paso, Texas in accordance with the Commercial Dispute Resolution Procedures
      [http://www. ardr.org/rules/commercialrules.html] of the American Arbitration
      Association. The arbitration panel will include members knowledgeable in the
      evaluation of catalyst technology. Judgment upon the award rendered may be
      entered in the highest court or forum having jurisdiction, state or federal.
      The
      provisions of this Article 15 will not apply to decisions on the validity of
      patent claims or to any dispute or controversy as to which any treaty
      or law
      prohibits such arbitration. The decision of the arbitration must be sanctioned
      by a court of law having jurisdiction to be binding upon and enforceable by
      the
      parties.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    15.
      GENERAL

    


    15.1
      This
      Agreement constitutes the entire and only agreement between the parties
      for Licensed Subject Matter and all other prior negotiations, representations,
      agreements, and understandings are superseded hereby. No agreements
      altering or supplementing the terms hereof may be made except by a
      written
      document signed by both parties.

    


    15.2
      Any
      notice required by this Agreement
      must be given by prepaid, first class, certified mail, return receipt requested
      and addressed to:

    


    The
      University of Texas at El Paso

    Office
      of
      Technology Transfer

    Attention:
      Technology Transfer Manager

    Burges
      Hall, Room 404

    


    


    11

    500
      W.
      University

    El
      Paso,
      Texas 79902

    Ph:
      915/747-7901

    Fax:
      915/747-5931

    


    


    or
      in the
      case of Licensee to:

    


    Refinery
      Science Corporation

    Attn:
      David Rendina

    Burges
      Hall, Room 410

    500
      W.
      University

    El
      Paso,
      Texas 79968

    Phone
      604/341-1599

    


    or
      other
      addresses as may be given from time to time under the terms of this notice
      provision.

    


    15.3
      Licensee must comply with all applicable federal, state and local laws and
      regulations in connection with its activities pursuant to this
      Agreement

    


    15.4
      This
      Agreement will be construed and enforced in accordance with the laws of the
      United States of America and of the State of Texas.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    15.5
      Failure of Board to enforce a right under this Agreement will not act as a
      waiver of that right or the ability to later assert that right relative to
      the
      particular situation involved.

    


    15.6
      Headings are included herein for convenience only and shall not be used to
      construe this Agreement.

    


    15.7
      If
      any part of this Agreement is for any reason found to be unenforceable, all
      other parts nevertheless remain enforceable.

    


    15.8
      This
      Agreement may be signed in one or more counterparts (including faxed copies),
      each of which shall be deemed one and the same original.

     

    IN
      WITNESS WHEREOF,
      parties
      hereto have caused their duly authorized representatives to execute this
      Agreement:

    
       

      
        	
                
                  BOARD
                    OF REGENTS OF THE 

                  UNIVERSITY
                    OF TEXAS SYSTEM

                

              	 	REFINERY
                SCIENCE CORP.
	 	 	 	 	 
	By	 	 	By	 
	 	
                

                Cynthia
                  Vizcaino Villa, Vice President 

                for
                  Finance and Administration

              	 	 	
                
David,
                Rendina, CEO
	 	 	 	 	 
	 	
              	 	 	Date:
                ___________________________


      

       

      Date:
        ____________________________


      
         

         

        
          	
                  CENTRO
                    DE INVESTIGATCION

                  EN
                    MATERIALES AVANZADOS

                	 	 
	 	 	 	 	 
	By	 	 	 	 
	 	
                  
 	 	 	 
	Name:	 	 	 	 
	 	
                  
 	 	 	 
	Date:
                  ___________________________	 	 	 


        

        
          
             

             

            
              	
                      Approved
                        as to Content:

                    	 	 
	 	 	 	 	 
	By	 	 	 	 
	Name:	
                      

                      
                        Dr.
                          Roberto Osegueda

                        Vice
                          Provost for Research

                      

                    	 	 	 


            

            
              
                 

                Date:
                  ___________________________

              

            

          

        

      

    

    


    
      
        
        

      

      
        18