December 6, 2011 Exhibit 10.4





                    Exhibit 10.4 



SITE USER LICENSE AGREEMENT

                  [NANO NEUTRALIZATIONTM]



This SITE USER LICENSE AGREEMENT ("User License") dated and made
effective as of January 31, 2011 (the "Effective Date"), is entered into by and between CAVITATION
TECHNOLOGIES, INC., a Nevada corporation, having an office at 10019 Canoga Avenue, Chatsworth, California 91311
("CTI"), and PERDUE AGRIBUSINESS, INC., a Maryland corporation, having an office at 6906 Zion
Church Road, Salisbury, Maryland 21802 ("PERDUE") (each sometimes referred to herein individually as a
"Party" or collectively as the "Parties").


W i t n e s s e t  h


A.  CTI has developed and owns the CTi Nano ReactorTM System  (the "CTi
System"), a proprietary system consisting of the Nano ReactorsTM and the Technology, which may be deployed and
operated under license for certain purposes and in processes and applications within the field of vegetable oil processing and refining,
including Nano NeutralizationTM; 


B.  n.v. Desmet Ballestra Group s.a. ("DB") has specialized expertise in process
technologies and equipment used in the vegetable oil extraction, processing and refining industry and has entered into an exclusive
license agreement with CTI authorizing DB to offer the CTi System to vegetable oil processors and refiners for the purpose of
conducting Nano NeutralizationTM at their facilities; and    


C.  PERDUE owns and operates a 40,000-60,000 pound per hour soybean oil degumming and caustic
refinery located in Salisbury, Maryland (the "Facility") and has selected DB to install the Equipment and the Nano
ReactorsTM at the Facility and to arrange for CTI to authorize PERDUE to operate the Nano ReactorsTM, and to use the
Technology, for the purpose of conducting Nano NeutralizationTM at the Facility under the terms of this User License.        


NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth,
the Parties agree as follows:


1.  Definitions.  Capitalized terms used in this User License, unless otherwise
defined in the text hereof or the context otherwise requires, shall be defined as follows:


"Confidentiality Agreement" means the Confidentiality & Non-Disclosure Agreement
executed by CTI, PERDUE and DB effective January 28, 2011.


"CTi System" has the meaning specified in the preamble of this User License. 


"Documentation" means printed or electronic information or data depicting or showing
the as-installed configuration of the Equipment at the Facility, together with and any user or technical manuals, guidelines or operating
documentation for the Equipment provided by DB to PERDUE.


"Equipment" means certain equipment to be installed in the Facility along with the CTI
System, consisting of motors, pumps, piping and instruments that, together with the Nano ReactorsTM, are incorporated or
integrated into a single unit.  For avoidance of doubt, "Equipment" is separate from, and is not encompassed within, the CTI
System.


                                    Page 1 of 11








"Facility" has the meaning specified in the preamble to this User License.


"License Fee" means the license fee that PERDUE is required to pay CTI as specified in
Section 10 if PERDUE elects to continue to use the Nano ReactorsTM and the Technology under Section 5(b). 


"Nano NeutralizationTM" means a proprietary application or process of the CTI
System owned and developed by CTI that may be deployed and used in the caustic refining of natural plant (vegetable) oils to convert
non-hydratable phospholipids in crude vegetable oil streams to hydratable phospholipids through the use of the Technology.


"Nano ReactorsTM" or "Reactors" means one or more nano-
based reactors designed and manufactured to CTI's specifications and licensed for use by PERDUE herein and supplied to DB for
integration with the Equipment installed at the Facility.


"Person" means any natural person, corporation, partnership (including both general and
limited partnerships), limited liability company, firm, association, trust, government, governmental agency, instrumentality, political
subdivision or other legal entity, including the Parties, and any Third Person.


"Pilot Test Period" means the period specified in Section 5 during which the performance
of the CTi System will be evaluated by PERDUE.  



"Representatives" means, with respect to a Party or any Person, its officers, directors,
members, managers, partners, employees, contractors (and subcontractors), consultants, advisors and agents, and any other Person
acting under the authority of or on behalf of such Party or Person, as the case may be.


"Technology" means (a) CTI's proprietary technology used in the design, manufacture,
installation, operation and maintenance of the Nano ReactorsTM, consisting of systems, designs, procedures, drawings,
schematics, ideas, concepts, techniques, and including patent rights, technical information, trade secrets and know-how deployed with
or embedded therein or related thereto or used in their operation, and any applications, processes or improvements thereto; and (b) the
Documentation.


"Third Person" means any Person other than the Parties.


2.  Grant of Site License; Limitations.  Subject to the terms and conditions of this User
License, CTI hereby grants to PERDUE, during the Term hereof, a limited, non-exclusive and non-transferable right and license to
install, operate, maintain and use the Nano ReactorsTM and the Technology at the Facility, at a maximum capacity of 40,000
pounds per hour, for the sole purpose of conducting the Nano NeutralizationTM process in the field of the degumming and refining
of edible oils and for no other purpose and at no other place or location.      


3.  Limitations on Grant; Prohibitions.  (a)  PERDUE agrees that it (1) will operate and
maintain the Nano ReactorsTM in accordance with the specifications and instructions provided by DB or as set forth in the
Documentation, and (2) will not dismantle, uninstall, relocate or remove the Nano ReactorsTM or the Technology from the Facility
without the prior written consent of DB and CTI, respectively. 


                                    Page 2 of 11









(b)  PERDUE agrees that it will not (1) use the Nano ReactorsTM or the Technology (i) in any manner
inconsistent with the user rights granted in this User License, or (ii) for any purpose or in
any context other than in conducting operations at the Facility for the purpose(s) specified herein; (2) disclose, make available or
distribute the Technology, or any aspect or part thereof, to any Third Person, whether by sale, assignment, sublicense or otherwise, or
allow any Third Person access to the Technology, in each case except as expressly provided herein; (3) modify, alter, reverse
engineer, disassemble, duplicate, reproduce or copy the Nano ReactorsTM or the Technology, or affix to or install any accessory,
equipment or device on the Reactors for any purpose other than as specified in this User License; or (4) copy, adapt, reverse engineer,
disassemble or modify the Technology, in whole or in part, or use it in any way to create any derivative works or to copy or reproduce
the Documentation.


(c)  PERDUE further agrees that neither it nor its Representatives will modify, alter or tamper with or
remove the wire security seal affixed to the Nano ReactorsTM.  Tampering with or removing the wire
security seal on the Reactors will void CTI's warranties hereunder.   


4.  Ownership; No IP Rights Granted.  PERDUE acknowledges and agrees that (a) the
Nano ReactorsTM and the Technology are proprietary to CTI, and (b) except as expressly provided in this User License, all patent,
copyright, trade secret and other intellectual property rights in the Reactors and the Technology, of whatever nature and in all
languages, formats and media throughout the world, are and shall remain the sole and exclusive property of CTI.  Nothing in this User
License shall be construed as granting, assigning or transferring any rights under any patent, copyright, trade secret or other intellectual
property right of CTI to PERDUE or to any Third Person, except as expressly provided in this User License; nor shall this User License
grant either Party any rights in or to the other Party's confidential information except as expressly provided herein or in the
Confidentiality Agreement.  


5.  Pilot Test Period; Election & Termination Right.  (a)
Upon installation and startup of the CTi System at the Facility, PERDUE shall be entitled to use the CTi System during and for a period
of forty-five (45) consecutive days (the "Pilot Test Period") for the purpose of evaluating the Nano
NeutralizationTM process and ascertaining whether (and the extent to which) use of the CTi System will or is likely to generate an
increase in oil yield and certain chemical and energy savings, efficiencies and/or cost reductions for the Facility.  During the Pilot Test
Period, PERDUE shall give DB and CTI reasonable access to the Nano ReactorsTM and shall make available to each of them
operating and process data generated by and during their operation at the Facility, such data to be sufficient to permit CTi and DB to
evaluate the performance of the CTi System.  PERDUE will periodically take, or permit DB to take, process samples during operation of
the CTi System (including both pre-process and post-process samples of oils, chemicals and other materials) as may be required to
evaluate the performance of the CTi System.  At the end of the Pilot Test
Period, PERDUE shall provide CTI and DB with the final results of its testing and evaluation of the Nano ReactorsTM and the
Technology, together with data sufficient to support the results.    


(b)  Within five (5) days after completing the Pilot Test Period, PERDUE will notify CTI (and DB) in writing
(the "Election Notice") whether it has elected to (1) continue to use the CTi System during the Term of this User
License, or (2) terminate this User License and return the Reactors and any of the Technology in its possession or under its control to
DB and CTI.  If PERDUE elects to continue to use and operate the CTi System at the Facility, (i) the user rights granted to PERDUE
under this User License shall continue in effect in accordance with and during the Term of this User License, and (ii) PERDUE shall pay
the License Fee to CTI as specified in Section 10.       


                                    Page 3 of 11







(c)  If, within five (5) days after completing the Pilot Test Period, PERDUE (1) elects to terminate this User
License and return the Nano ReactorsTM and the Technology to DB and CTI, or (2) fails to give an Election Notice to CTI (and DB),
then in either such case this User License and the user rights granted to PERDUE herein shall immediately expire and terminate
without further action by either Party.  In such event, PERDUE shall, under instructions provided by DB, promptly shut down, dismantle
and uninstall the Reactors and make arrangements for their shipment and redelivery to DB as provided in Section 13.  Upon redelivery
of the Reactors and the Technology to DB as required in Section 13, PERDUE shall have no obligation to pay the License Fee to CTI
and neither Party shall have any further obligation to the other under this User License.      



6.  Operation; Maintenance.  PERDUE agrees to (1)
operate and maintain the Nano ReactorsTM at the Facility in a careful and proper manner and as a reasonably prudent operator
and will diligently adhere to all procedures, instructions, specifications and guidelines
provided by DB or CTI or contained in the Documentation, (2) comply with all federal, state, municipal, and
other laws, regulations and ordinances relating to possession, operation or maintenance of the Nano ReactorsTM and the
Technology, (3) maintain the Reactors, at PERDUE's cost and expense, in good
operating order, repair, condition and appearance, and perform all required preventative maintenance on the CTi System, and (4) keep,
locate and store the Reactors in a safe, secure and suitable environment at the Facility and protect them from deterioration (other than
normal and expected wear and tear resulting from their proper operation) and damage, loss or destruction.   


7.  System Inspection; Data Access.  Upon request from time
to time, PERDUE shall provide or make available to CTI (and DB) (a) reasonable access to the Nano ReactorsTM (including
maintenance and operating records and data) for inspection and to allow DB or CTI, as the case may be, to evaluate the condition of
the Reactors and to verify compliance with this User License, and (b) reasonable access
to operating and performance data generated by or during operation of the Reactors, and shall permit process samples to be taken for
the purpose of evaluating the performance of the CTi System.


8.  Upgrades.  CTI retains the right, in its sole discretion, to upgrade, modify, improve or
make additions or corrections to the Technology (each an "Upgrade").  CTi may from time to time offer one or more
Upgrades to PERDUE upon terms of its choosing, and any and all Upgrades accepted by PERDUE shall be governed by and subject to
the terms of this User License.  Upgrades may include modifications to improve the operation or functioning of the Nano
ReactorsTM or the Technology, but shall not include modifications that permit a distinct and separate application of the CTi System.
Upgrades made or conceived by PERDUE or its Representatives shall be the sole and exclusive property of CTI, and all rights therein
are hereby assigned by PERDUE to CTI; and CTI shall have the worldwide and exclusive right to own and use same for any lawful
purpose.  Notwithstanding the foregoing, CTi hereby grants to PERDUE a fully paid-up, nonexclusive license and right to use any
Upgrade made or conceived by PERDUE, subject to the terms of this User License.


9.  Site User Improvements.  Without implying any right to do so, and without waiving any
of CTI's rights and remedies, if PERDUE or its Representatives shall write, record or otherwise generate, conceive, discover or produce
patentable or copyrightable work or material representing any improvement to or enhancement of, or any new or expanded application
of, the Nano ReactorsTM or the Technology (each a "User Improvement"), PERDUE agrees that such work or material
shall become the sole and exclusive property of CTI and all rights therein are hereby assigned by PERDUE to CTI; and CTI shall have
the sole and exclusive right to own and use same for any lawful purpose. Notwithstanding


                                    Page 4 of 11








the foregoing, CTi hereby grants to
PERDUE a fully paid-up, nonexclusive license and right to use any User Improvement, subject to the terms of this User License.


10.  License Fees; Payment.  (a)  In the event that PERDUE, in accordance with Section
5(b), elects to continue to operate and use the CTi System under the terms of this User License, PERDUE shall promptly pay CTI the
sum of Two Hundred Eighty Thousand Dollars ($280,000) as a single or one-time fee (the "License Fee") for the
user rights licensed to PERDUE under this User License.  Upon payment of the License Fee as provided herein, the grant of user rights
to PERDUE herein shall be fully paid-up for the Term of this User License and PERDUE shall have no obligation to make any other
payment of license fees or royalties hereunder.        


(b)  Payment of the License Fee to CTI shall be (1) exclusive of sales, use or
value added taxes (VAT) or the equivalent, ad valorem, personal property and other taxes assessable against PERDUE, all of which
shall be the responsibility of PERDUE, (2) paid without notice, demand, counterclaim, setoff, deduction, abatement, deferment or
proration by reason of any circumstance or occurrence, and (3) paid to CTI in immediately available U.S. Dollars, either in cash or by
wire transfer to an account in CTI's name at a bank or banking institution that it specifies to PERDUE from time to time.  


11.  Term; Duration.  (a)  This User License shall become effective as of the
Effective Date and shall continue in full force and effect for a period of fourteen (14) consecutive years from the date of the Election
Notice provided by PERDUE to CTI and DB under Section 5(b)(1) (the "Term") subject, however, to PERDUE's
right to terminate this User License under and as provided in Section 5(b), and subject to the Parties' respective rights to terminate this
User License under and as provided in Section 12.   


(b)  Upon expiration of the Term or any termination of this User License, whether under the provisions of
Section 5(b), Section 12 or otherwise, all user rights under the license granted to PERDUE under the terms hereof shall immediately
expire without further notice or action by either Party.     


12.  Termination; Material
Defaults.  (a) Upon CTI's notice to PERDUE of any material default under this User License, the Parties shall in good faith
attempt to resolve any differences between them and to cure any such default.  If a material default continues for a period of thirty (30)
days following CTI's notice of such default to PERDUE without being cured or corrected, CTI shall have the right to terminate this User
License upon written notice to PERDUE.  Any termination of this User License shall not preclude CTI from pursuing or enforcing
any claim or remedy it may have for damages or otherwise on account of any default by PERDUE hereunder.  


(b) PERDUE shall have the right to terminate this User License at any time and for any reason upon thirty
(30) days written notice to CTi.  Any termination of this User License shall not preclude PERDUE from pursuing or enforcing any claim
or remedy it may have for damages or otherwise on account of any default by CTI hereunder.  


13.  Surrender & Return.  (a)  Upon
the expiration or termination of this User License, PERDUE agrees, at its cost and expense, to (1) immediately cease all use of the
Nano ReactorsTM and the Technology, promptly return to CTI copies of the Documentation and any other Technology then in its
possession or under its control, and delete copies of files or materials that contain or depict any of the Technology; and (2) promptly
dismantle, package, ship and redeliver the Reactors and the Technology to


                                    Page 5 of 11








DB in accordance with instructions given by DB's
Representative and using a shipper designated or approved by CTI.  


(b)  Upon PERDUE's surrender and return of the Nano ReactorsTM, each
such Reactor shall be in good operating order, repair, condition and appearance, except for ordinary wear and tear resulting from
proper operation, use and maintenance of the Reactors during the Term of this User License.  


14.  Taxes; Permits & Fees.  PERDUE shall keep the Nano ReactorsTM free
and clear of all levies, liens and encumbrances while located at the Facility.  PERDUE shall be responsible, during the Term of this
User License, to report, pay and discharge when due all license and registration fees, assessments, sales, use and property taxes
arising out of PERDUE's use or operation of the Reactors, and other taxes, fees and governmental charges similar or dissimilar to the
foregoing, together with any penalties or interest thereon, imposed by any national or federal, state, or local government or any agency
or department thereof, upon the Reactors or its/their operation or use as authorized herein.


15.  Confidentiality Obligations.  Subject
to the provisions of the Confidentiality Agreement, PERDUE shall use its best efforts to prevent any unauthorized publication or
disclosure of the Technology or of any Confidential Information as defined in the Confidentiality Agreement.  Without limiting the
foregoing, PERDUE shall advise CTI immediately if it learns or has reason to believe that any Person having access to the Reactors or
the Technology, or to any such Confidential Information, has violated or intends to violate the terms of this User License or the
Confidentiality Agreement and will reasonably cooperate in seeking injunctive relief against any such Person.  


16.  CTI's Warranties.  (a)  CTI warrants that (1) CTI (i) owns and controls the Nano
ReactorsTM and the Technology, including the intellectual property rights therein, and (ii) has the exclusive right to grant the user
rights to PERDUE as set forth herein; (2) the user rights granted to PERDUE herein are sufficient to enable PERDUE to install, operate
and maintain the Equipment and to use the CTi System in connection therewith in accordance with and during the Term of this User
License; and (3) the Nano ReactorsTM will be free of defects in workmanship for a period of twenty-four (24) months after the
Effective Date.


(b) If it is discovered that the Nano ReactorsTM do not meet CTI's warranties set forth in this Section
16, CTI shall, at its cost, promptly perform or arrange for the performance of any remedial work, component or parts replacement, or
services required to make the Reactors conform to such warranties.


(c)  If the CTi System becomes defective or inoperable through no fault of PERDUE after the first two (2)
years of this User License, upon PERDUE's request CTi shall replace the CTi System, and PERDUE shall be responsible only for
reasonable replacement costs incurred by CTi in replacing the CTi System.  The replacement CTi System shall be governed by and
subject to the terms of this User License.


17.  Warranty Disclaimers; Limitation on Liability/Remedies.  (a)  Except as
otherwise expressly set forth in Section 16 hereof, CTI MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS
OF ANY KIND UNDER THIS USER LICENSE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OR REPRESENTATION WITH
RESPECT TO THE CTI SYSTEM, INCLUDING THE REACTOR(S) AND THE TECHNOLOGY, OR THE PERFORMANCE OR
OPERATION THEREOF, AND CTI HEREBY EXPRESSLY DISCLAIMS AND PERDUE EXPRESSLY WAIVES ALL OTHER EXPRESS WARRANTIES AND ANY AND ALL IMPLIED


                                    Page 6 of 11








WARRANTIES OR OTHER DUTIES OR OBLIGATIONS IMPLIED BY LAW, INCLUDING
THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.   


(b) EXCEPT FOR CTI'S INDEMNITY OBLIGATIONS UNDER SECTION 18 HEREOF, OR OTHERWISE
WHERE DAMAGES MAY BE DUE TO A THIRD PERSON, CTI SHALL HAVE NO LIABILITY UNDER THIS USER LICENSE FOR
SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, SAVINGS OR
OPPORTUNITIES, REGARDLESS OF THE FORM OF ACTION GIVING RISE TO SUCH A CLAIM FOR SUCH DAMAGES,
WHETHER IN CONTRACT OR TORT, OR OTHERWISE.  


18.  CTI's Indemnity.  (a)  CTI agrees to defend, indemnify and hold harmless PERDUE and
its Representatives from and against any and all claims, demands, actions, suits, damages, losses, and liability (including litigation
costs and reasonable attorneys' fees), asserted or incurred by any Third Person and caused by, resulting from or on account of:


(1) any breach or violation of CTI's representations, warranties, covenants or other obligations under this User
License; 


(2) the gross negligence or fault or willful acts or omissions of CTI or its employees, agents or contractors in the
performance of any covenant or obligation under this User License; and


(3) any claimed or actual infringement or contributory infringement of patents, copyrights or trademarks, or
misappropriation of trade secrets, relating to or arising from the Nano ReactorsTM or the Technology.


(b)  Notwithstanding the foregoing, CTI's indemnity herein shall not extend to or include any claim, demand,
action, suit, damages, loss or liability to the extent caused by or arising out of (1) the improper or unauthorized use or misuse of the
Equipment, the Nano ReactorsTM or the Technology, including any modification, alteration, configuration, use or operation of the
Nano ReactorsTM or the Technology that is unauthorized or otherwise fails to conform to this User License; or (2) the gross
negligence, fault or willful misconduct of PERDUE or any of its Representatives.      


19.  PERDUE's Indemnity.  (a)  PERDUE agrees to defend, indemnify and hold harmless
CTI and its Representatives from and against any and all claims, demands, actions, suits, damages, losses and liability (including
litigation costs and reasonable attorneys' fees), asserted or incurred by any Third Person and caused by, resulting from or on account
of:


(1) any breach or violation of PERDUE's representations, warranties, covenants or other obligations under this
User License; 


(2) the gross negligence or fault or willful acts or omissions of PERDUE or its employees, agents or contractors
in the performance of any covenant or obligation under this User License; and 


(3)  liens, levies and other encumbrances arising from work performed by any Person at the Facility or from
materials supplied to or for the Facility or otherwise.


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(b)  Notwithstanding the foregoing, PERDUE's indemnity herein shall not extend to or include any claim,
demand, action, suit, damages, loss or liability to the extent caused by or arising out of the gross negligence, fault or willful misconduct
of CTI or any of its Representatives.  


20.  Notice of Claims; Settlements.  (a)  Each Party will promptly advise the other Party in
writing of any demand, claim, proceeding, action or lawsuit alleging infringement of any patent, copyright or trademark relating to the
Nano ReactorsTM or the Technology or of any misappropriation, unauthorized disclosure, publication or transportation of trade
secrets or confidential information.  Each Party will render all reasonable assistance that may be required by the other Party in the
defense of any claim or lawsuit as to which a Party owes a defense and indemnity obligation hereunder; in each case, the indemnified
Party shall have the right to be represented therein by advisory counsel of its selection and at its expense.


(b)  Neither Party shall settle or compromise any claim or lawsuit for which a defense and/or an indemnity
obligation is owed hereunder without the indemnified Party's written consent if the settlement or compromise will obligate the
indemnified Party to make any payment or relinquish or waive any property or contractual right it has or may have.


21.  Risk of Damage, Destruction or Loss.  Notwithstanding anything to the contrary
herein, the risk of damage, destruction or loss of the Nano ReactorsTM shall pass to and be assumed by PERDUE from and after
delivery of the Reactors to the Facility and during the Term of this User License and redelivery of the Reactors to DB as provided
herein.        


22.  Insurance Requirements.  During the term of this User License, each Party shall comply
with the minimum insurance requirements as set forth in Schedule A attached hereto and incorporated herein. 


23.  Assignments; Transferability.  PERDUE shall not
assign, sell, convey, license or sublicense, pledge, mortgage, encumber, or transfer or otherwise dispose of this User License, or any of
the rights and interests granted herein, or the Technology, without the prior written consent of CTi, such consent not to be unreasonably
withheld.  Notwithstanding the foregoing, PERDUE may assign this User License to a purchaser of all or substantially all of its assets
without the consent of CTi; provided, however, that such purchaser may not be a direct competitor of CTi.  Any attempted
assignment or transfer that fails to comply with the terms of this Section 23 shall be null and void.   


24.  Governing Law.  This User License and all
amendments, modifications, alterations, or supplements hereto, and the rights of the Parties hereunder, shall be governed by and
construed under the laws of the State of California (USA) without regard to the choice of laws principles thereof.


25.  Amendment; Waiver.  This User License may be
amended, and waivers hereunder may be granted, only by a written instrument signed by both Parties.  Failure of either Party, at any
time or from time to time, to exercise any of its rights under this User License or to insist upon strict performance of the other Party's
obligations hereunder shall not be deemed a waiver of or limit the exercise of such rights or obligations with respect to any subsequent
occurrence. 


26.  Severability.  Should any part or provision of this User
License be held unenforceable or in conflict with the laws of the United States of America or any state thereof, or of any foreign country,
the validity of the remaining parts or provisions shall not be affected by such decision or holding.


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SCHEDULE A

INSURANCE REQUIREMENTS


1.01  PERDUE's Insurance Requirements.  (a)  During the term of this User License, PERDUE
shall maintain, at its cost, the following insurance and insurance coverages, with carriers that are rated AM Best A- or better and having
limits not less than the limits specified below:


(1) Property and casualty insurance that, in PERDUE's reasonable discretion, is sufficient to cover, and to
compensate and reimburse CTI for, (i) the full replacement cost of the Reactors, and (ii) any additional cost, expense or loss incurred
by CTI due to damage to or destruction or loss of the Reactors, in each case that occurs, for any reason, after their delivery to the
Facility and during the period in which PERDUE has assumed the risks thereof as specified in Section 21.  The policy shall have a limit
equal to 100% of the full replacement cost of each Reactor and insure the ownership interests of CTI.  All deductibles or self-insured
risks shall be borne by PERDUE.  In the event that a Reactor is destroyed, lost or damaged at any time during the period in which
PERDUE has assumed the risk of destruction, damage or loss as specified in Section 21, PERDUE (either directly or through its
property or casualty insurance carrier) shall compensate and reimburse CTI for the full replacement cost of each such Reactor, together
with associated costs, expenses and losses as specified above, within thirty (30) days after the date on which the destruction, damage
or loss occurs. 


(2) Commercial General Liability (CGL) Insurance, with limits of $1,000,000 each occurrence/$5,000,000
general aggregate or $5,000,000 combined single limit, covering personal injury, death or property damage resulting from each
occurrence; the policy shall be "occurrence" based and not "claims made".  The minimum limits required herein
may be satisfied by a combination of CGL primary and excess (or umbrella) insurance policies, provided that any such excess (or
umbrella) policy shall schedule the above CGL policy as an underlying policy and be written on a "following form" basis.


(3) Workers' Compensation Insurance and Longshoremen and Harborworkers' Compensation Insurance as
required by laws and regulations applicable to and covering employees of PERDUE and its Affiliates.


(4) Employer's Liability Insurance at limits not less than Five Hundred Thousand Dollars ($500,000) per accident
or illness.


(5) Automobile Liability Insurance covering owned, non-owned and hired motor vehicles, with a combined
single limit of at least One Million Dollars ($1,000,000).


(b)  Each insurance policy maintained by PERDUE shall require written notice of cancellation or material
change.  Notice of cancellation or change shall not be effective as to CTI until thirty (30) calendar days after written notice is received
by PERDUE and CTI.  Any deductible or retention of insurable risk under any of the policies maintained by PERDUE shall be for
PERDUE's account.


(c)  PERDUE shall have its insurance carriers furnish to CTI, within thirty (30) days after the Effective Date
and annually thereafter, certificates specifying the type and amount of coverage that PERDUE has in effect and the expiration dates of
each policy.  Each certificate shall state that no insurance will be canceled or materially changed without thirty (30) days prior
written notice to CTI.



                                    Page 10 of 11









1.02  CTI's Insurance Requirements.  (a)  During the term of this User License, CTI shall
maintain, at its cost, the following insurance and insurance coverages, with carriers that are rated AM Best A- or better and having limits
not less than the limits specified below: 


(1) Commercial General Liability (CGL) Insurance, with limits of $1,000,000 each occurrence/$5,000,000
general aggregate or $5,000,000 combined single limit, covering personal injury, death or property damage resulting from each
occurrence; the policy shall be "occurrence" based and not "claims made".  The minimum limits required herein
may be satisfied by a combination of CGL primary and excess (or umbrella) insurance policies, provided that any such excess (or
umbrella) policy shall schedule the above CGL policy as an underlying policy and be written on a "following form" basis.


(2) Workers' Compensation Insurance and Longshoremen and Harborworkers' Compensation Insurance as
required by laws and regulations applicable to and covering employees of CTI and its Affiliates.


(3) Employer's Liability Insurance at limits not less than Five Hundred Thousand Dollars ($500,000) per accident
or illness.


(4) Automobile Liability Insurance covering owned, non-owned and hired motor vehicles, with a combined
single limit of at least One Million Dollars ($1,000,000).


(b) Each of the policies maintained by CTI shall require written notice of cancellation or material change.
Notice of cancellation or change shall not be effective as to PERDUE until thirty (30) calendar days after written notice is received by
CTI and PERDUE.  Any deductible or retention of insurable risk under any of the policies maintained by CTI shall be for CTI's
account.


(c)  CTI shall have its insurance carriers furnish to PERDUE, within thirty (30) days after the Effective Date
and annually thereafter, certificates specifying the type and amount of coverage that CTI has in effect and the expiration dates of each
policy.  Each certificate shall state that no insurance will be canceled or materially changed without thirty (30) days prior written notice
to PERDUE.


 

 

 




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