INTERNATIONAL
      LICENSE AGREEMENT

     

    THIS
      INTERNATIONAL LICENSE AGREEMENT (“Agreement”)
      is
      made
      as of this day of ______, 2006,
      ("Effective Date") by and between NanoLogix, Inc., a Delaware corporation having
      a place of business at 87 Stambaugh Avenue, Suite 2, Sharon, Pennsylvania 16146
      (“Licensor”),
      and
      Nutra Pharma Corp., a California corporation having a place of business at
      3473
      High Ridge Road, Boynton Beach, Florida 33426 (“Licensee”)
      (each,
      a “Party”
and
      together, the “Parties”).

    


    WHEREAS,
      Licensor is the owner of certain Licensed Patents, Licensed Technology and
      trade
      secrets;

    


    WHEREAS,
      Licensee desires to acquire a license for use of the Licensed Technology in
      the
      development, commercialization and sale of the Licensed Products within the
      Field of Use (as defined below), both domestically and internationally;
      and


    


    WHEREAS,
      Licensor has the power and authority to grant Licensee such a license
      domestically and in certain countries;

    


    NOW,
      THEREFORE, in consideration of the payments made and to be made to Licensor
      by
      Licensee and the mutual promises and covenants contained herein and other good
      and valuable consideration, the sufficiency of which is hereby acknowledged,
      the
      Parties, intending to be legally bound, hereby agree as follows:

    


    


    1.  Definitions.

     

    As
      used
      in this Agreement, the following terms
      and
      variations thereof
      shall
      have the meanings below: 

    


    1.1  “Affiliate”
and
      “Affiliates”
mean
      any individual, corporation, subsidiary, affiliate, partnership, association,
      business, organization or other entity that, directly or indirectly through
      one
      or more intermediaries, controls, or is controlled by, or is under common
      control with, a Party and/or such entities. The term “control” (including the
      terms “controlling,” “controlled by” and “under common control with”) means the
      possession, direct or indirect, of the power to direct or cause the direction
      of
      the management or policies of an individual or entity, whether through the
      ownership of voting shares, by contract or otherwise. 

     

    1.2  “Agreement”
has
      the
      meaning set forth in the preface to this Agreement.

     

    1.3  “Bankruptcy
      Code”
means
      the Bankruptcy Code of the United States, as amended.

     

    1.4  “Buffer
      Products"
      means
      certain of Licensor's
      products utilizing Licensor's trade secrets, including "AFZ", the "Adaptor
      Buffer" and other related formulas.

     

    1.5  “Calendar
      Quarter”
means
      each of the three-month periods ending March 31, June 30, September 30 and
      December 31 in any given calendar year.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    1.6  "Calendar
      Year"
      means
      the 12-month period beginning January 1 and ending on December 31 in any given
      calendar year.

     

    1.7  “Effective
      Date”
has
      the
      meaning set forth in the preface to this Agreement.

     

    1.8  “Field
      of Use”
with
      regard to the Licensed Technology, Licensed Patent(s) and Licensed Product(s)
      means the detection and identification of human and veterinary identification
      of
      Atypical Mycobacteria, Tuberculosis, Mycobacterium Avium Intracellulare (MAI),
      Mycobacteria, Paratuberculosis, Nocardia and Pseudomonas for disease
      identification, and antibiotic assaying (but
      such
      assaying does not include antibiotic assaying when those antibiotics or
      compounds are derived from by-products obtained through growing microorganisms
      using Licensor’s IP) for determining the antimicrobial agent sensitivity of
      microorganisms to ascertain which antibiotics are efficacious against
      microorganisms in the field of health which may lead to drug discoveries;
      and
      excludes
      any other uses, including any use reserved for the Licensor as specified in
      the
      Realm of Use, and excludes kits for any other uses, which uses or kits are
      reserved to Licensor, including but not limited to uses, kits, or bioreactors
      pertaining to bioremediation, apoptosis, nanotechnology, biomems, microfluidic
      devices, the production of hydrogen and the identification and growing of over
      32 different paraffin-eating and non-paraffin eating microorganisms to collect
      any microbial by-products of any kind, including antibiotics (all of which
      fall
      under the Realm of Use of the Licensor). Further, the Field of Use does not
      include any industrial use of the Licensed Technology, Licensed Patent(s) and
      Licensed Product(s). Whereas
      the Field of Use and the Realm of Use both provide for certain uses within
      the
      area of health, the Licensee, with regard to the Licensed Technology, Licensed
      Patent(s) and Licensed Product(s) is limited to only the uses within the areas
      of health that are specified in the Field of Use.

     

    1.9  “Force
      Majeure Event”
has
      the
      meaning set forth in Section 13.12.

     

    1.10  “Gross
      Sales Price”
means
      the greater of the gross sales price actually invoiced or collected by Licensee
      for Products sold by Licensee or any Affiliate of Licensee, less all returns
      and
      credits, of such gross sales price. 

     

    1.11  "Intellectual
      Property"
      or
      "IP"
      means
      any and all copyrights, patents, patent applications, trademarks, or trade
      secrets protectable by law from which the party asserting ownership has the
      right to prevent others in its use, or require payment for its use.


     

    1.12  “License”
or
      “Licensed”
has
      the
      meaning set forth in Section 3.1.

     

    1.13  “Licensed
      Patents”
means
      only those Patents set forth in Exhibit A and does
      not
      include any of the Licensor’s Patents nor any other of Licensor's Intellectual
      Property not explicitly listed on Exhibit A as Licensed Patents. 

     

    1.14  “Licensed
      Product”
and
      “Licensed
      Products”
mean
      those products, including the Medical diagnostic kits and Buffer Products,
      as
      set forth on Exhibit B and incorporating one or more claims made in the Licensed
      Patents or incorporating other Intellectual Property belonging to Licensor.
      Licensed Products do
      not
      include products derived from any of the Licensor’s patents which are not listed
      on Exhibit A as Licensed Patents, except as otherwise expressly provided herein.
      Further, Licensed Products do not include products derived from any of
      Licensor’s currently pursued provisional, pending patents, and continuation
      patents, which remain the exclusive property of Licensor. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    1.15  “Licensed
      Technology”
means
      the Licensed Patents and Licensed Products and technology limited to the Field
      of Use described herein, or improvements developed by Licensee in connection
      with, related to, arising from, used in the making of and/or embodied in the
      Products and Patents listed in this Agreement, and such Licensed Technology,
      which covers human medical and veterinary products designed to identify 32
      different paraffin eating microorganisms or which cover human medical and
      veterinary products designed for determining antimicrobial agent sensitivity,
      and are to be solely used by the Licensee for the detection and identification
      of human and veterinary identification of Atypical Mycobacteria, Tuberculosis,
      Mycobacterium Avium Intracellulare (MAI), Mycobacteria, Paratuberculosis,
      Nocardia and Pseudomonas for disease identification and for antimicrobial agent
      sensitivity assaying which may result in drug discovery applications, during
      the
      Term hereof. Licensed
      Technology does not include technology derived from any of the Licensor’s
      patents which are not listed on Exhibit A as Licensed Patents. Further, Licensed
      Technology does not include technology of Licensor's IP derived from any of
      Licensor’s currently pursued provisional, pending patents, and continuation
      patents, which remain the exclusive property of Licensor. 

     

    1.16  “Licensee”
has
      the
      meaning set forth in the preface to this Agreement.

     

    1.17  “Licensor”
has
      the
      meaning set forth in the preface to this Agreement.

     

    1.18  “Licensee
      Indemnitees”
has
      the
      meaning set forth in Section
      12.1.

     

    1.19  “Party”
and
      “Parties”
have
      the meaning set forth in the preface to this Agreement.

     

    1.20  “Patent
      Rights”
shall
      mean (i) unexpired letters patent which have not been held invalid or
      unenforceable by a court of competent jurisdiction from which no appeal can
      be
      taken or has been taken within the required time period, including without
      limitation any substitution, extension, registration, confirmation, reissue,
      re-examination, renewal, supplementary protection certificate or any like filing
      thereof and (ii) pending applications for letters patent, including without
      limitation any provisional, converted provisional, continued prosecution
      application, continuation, divisional or continuation-in-part thereof together
      with all know-how owned, created and/or developed by Licensor in whole or in
      part.

     

    1.21  “Person”
means
      any individual, governmental authority, corporation, limited liability company,
      partnership, trust or other entity.

     

    1.22  “Realm
      of Use”
with
      regard to the Licensors use of the Licensed Technology, Licensed Patent(s)
      and
      Licensed Product(s) means the use
      of
      the licensed technology, licensed patents and licensed products for all uses,
      including but not limited to (a) hydrogen
      production applications (b) augmenting growth of microorganisms to collect
      any
      microbial by-products, including but not limited to hydrogen, antibiotics,
      or
      any chemical synthesis (c) bioremediation (d) apoptosis (e) nanotechnology,
      (f) biomems, for all uses, including but not limited to medical uses, (g)
      microfluidic devices, for all uses, including but not limited to medical uses,
      (h) identification and detection of over 32 different paraffin-eating and
      non-paraffin-eating microorganisms, other than for the identification of
      Atypical Mycobacteria, Tuberculosis, Mycobacterium Avium Intracellulare (MAI),
      Mycobacteria, Paratuberculosis, Nocardia and Pseudomonas for disease diagnosis
      (unless associated with biomems, microfluidic devices, or nanotechnology),(i)
      testing for antimicrobial agent sensitivity of microorganisms included but
      not
      limited to using such technology for controlling growth of undesirable
      microorganisms in a bioreactor and using such technology to test the efficacy
      of
      antibiotic compounds or other compounds which may be collected as by-products
      from using the Licensed Technology to identify and grow microorganisms and
      (j)
      any industrial use whatsoever; but excludes using the Licensed Technology,
      Licensed Patent(s) and Licensed Product(s) for (a) the detection and
      identification of human and veterinary identification of Atypical Mycobacteria,
      Tuberculosis, Mycobacterium Avium Intracellulare (MAI), Mycobacteria,
      Paratuberculosis, Nocardia and Pseudomonas for disease identification test
      kits
      (unless associated with biomems, microfluidic devices, or nanotechnology) and
      (b)selling
      test kits or providing diagnostic services in the field of health for
      determining the antimicrobial agent sensitivity of microorganisms to ascertain
      which antibiotics are efficacious against microorganisms in the field of
      health
      diagnosis (unless associated with biomems, microfluidic devices, or
      nanotechnology).
      Whereas
      the Field of Use and the Realm of Use both provide for certain uses within
      the
      area of health, the Licensee, with regard to the Licensed Technology, Licensed
      Patent(s) and Licensed Product(s) is limited to only the uses within the areas
      of health that are specified in the Field of Use.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    1.23  “Robinson-Patman
      Act”
means
      the Robinson-Patman Antidiscrimination Act, as amended.

     

    1.24  “Royalty
      Fee”
and
      “Royalty
      Fees”
mean
      the fees paid to Licensor by Licensee for the License. 

     

    1.25  “Exclusive
      License”
means
      the Licensor undertakes not to grant the right to use the intellectual property
      hereby leased to Licensee within the Field of Use to any other licensee but
      Licensor reserves to right to use Licensor’s intellectual property hereby leased
      to Licensee for any use within the Realm of Use.

     

    1.26  “Sublicense”
means
      a license
      giving rights of production or marketing of products or services, given by
      the
      Licensee to a person or company that is not the primary holder of such rights,
      which comprise rights to the Licensed Patents, Licensed Technology and/or
      Licensed Products and a “Sublicensee” shall mean any person, company or other
      legal entity other than Licensee who has been granted by Licensee a Sublicense
      to the rights to the Licensed Patents, Licensed Technology and/or Licensed
      Products to make, use or sell the Licensed Product or Licensed
      Technology.

     

    1.27  “Term”
has
      the
      meaning set forth in Section 2.1.

     

    1.28  “Third
      Party”
and
      “Third
      Parties”
mean
      one or more persons or entities other than Licensor, Licensee or their
      respective Affiliates.

     

    1.29  “United
      States”
means
      the United States of America and its possessions and territories.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    2.  Effective
      Date and Term.
      

    


    2.1 This
      Agreement shall be effective when all of the requirements and conditions
      provided under Section 13.19 Closing
      of Agreement and Conditions Thereto
      are met,
      including but not limited to the transfer of 4,593,170
      shares of capital stock of Nanologix, Inc./Infectech, Inc to the
      Licensor
      and the
      execution of the Patent Assignment Agreement, in which event, this Agreement
      shall be effective as of the Effective Date recited on page one of
      the
      Agreement as long as the Agreement has been agreed upon and executed by the
      Parties and will continue in perpetuity until the latest expiration date of
      any
      Licensed Patent, or as long as Licensee sells any products within the Field
      of
      Use based upon any of the Licensed Patents, Licensed Products and/or Licensed
      Technology, whichever is later; or unless terminated earlier as expressly
      provided in this Agreement.

    


    


    3.  Exclusive
      License within Field of Use.

    


    3.1  Beginning
      on the Effective Date, Licensor hereby grants to Licensee an Exclusive License
      for the use of the Licensed Patents listed on Exhibit A limited to use within
      the Field of Use, with domestic and worldwide royalty-bearing license rights
      (“License”),
      limited to the United States and those countries for which Licensor has obtained
      patent protection, which is further limited to unexpired letters patent which
      have not been held invalid or unenforceable by a court of competent jurisdiction
      from which no appeal can be taken or has been taken within the required time
      period, and such rights further limited to the Field of Use, and to the
      following: 

     

    (a)  to
      make,
      have made, use, sell, import and sublicense the Licensed Technology solely
      within the Field of Use for the purposes of manufacturing, assembling,
      distributing, leasing, renting, performing research, and selling the Licensed
      Products solely within the Field of Use.

     

    (b)  sublicensing
      or subcontracting the manufacture, assembly, distribution and sale of the
      Licensed Products solely to be used within the Field of Use. 

    


    3.2 Licensor
      will continue to actively pursue expansion of its patent protection
      internationally. As Licensor secures these protections, the License described
      in
      Section 3.1 shall cover use of the specific Licensed Patents, Licensed Products,
      and Licensed Technology in said countries, within the Field of Use.

    


    3.3 Licensor
      retains all rights related to the Licensed Patents, Licensed Products, Licensed
      Technology, trade secrets and referred to in this Agreement, as well as all
      other Intellectual Property belonging to the Licensor, except as expressly
      stated in Section 3.1.
      Licensor
      may, at any time and without the consent of Licensee, assign or transfer its
      rights related to any of the Licensed
      Patent(s), Licensed Product(s) and/or Licensed
      Technology, for
      any
      use outside the Field of Use and not otherwise inconsistent with this
      Agreement.

    


    3.4 Upon
      Licensee’s request, Licensor shall provide to Licensee copies of all reasonably
      related research, documents, and notes possessed by Licensor, including, but
      not
      limited to, the findings of Dr. Paul Hyman of Ohio State University. Licensee
      shall keep such information confidential as provided in Section 13.22 and
      elsewhere in this agreement.

     

    
      
        
        

      

      
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    4.  Royalties
      and Fees.

    


    4.1 During
      the Term hereof, and in consideration of the License set forth in Article 3,
      Licensee agrees to pay Licensor a Royalty Fee which shall be equal to the
      greater of (a) the Minimum Royalty Fee, as described in Section 4.2, or (b)
      six
      percent (6%) of the Gross Sales Price of all products and/or services sold
      by
      Licensee or any of its Affiliates based upon, directly or indirectly, the
      Licensed Technology, Licensed Patent(s), Licensed Product(s)
      and/or
      any direct or indirect utilization of trade secrets of the Licensor within
      the
      Field of Use during the Term, and upon any products or services sold by the
      Licensee within the Field of Use that are the result of the improvement on
      or
      development of additional Intellectual Property developed by the Licensee based
      upon the Licensed Technology, Licensed Patent(s), Licensed Product(s), and/or
      trade secrets of the Licensor, within the Field of Use, including all products
      sold within the Field of Use that include modifications, additions, enhancements
      and improvements to the Licensed Patents, Licensed Products, Licensed Technology
      and/or trade secrets of the Licensor.

    


    4.2 Licensee
      shall pay to Licensor a Minimum Royalty Fee of $20,000 in the first calendar
      year, $20,000 in the second calendar year, $40,000 in the third calendar year,
      $80,000 in the fourth calendar year, and $160,000 in each calendar year after
      that, through the termination of this Agreement. This Minimum Royalty Fee due
      under this Agreement shall be reduced by any royalty amounts paid under the
      Patent Assignment Agreement executed contemporaneously with this
      Agreement.

    


    4.3 If
      any
      Licensed Patent(s), Licensed Product(s), and/or Licensed Technology, or other
      Licensor trade secrets within the Field of Use is directly or indirectly a
      component of usage by the Licensee or Sublicensee, all Royalties Fees required
      in this Agreement must be fully paid or Licensee will be in breach of the
      Agreement.

    


    4.4 The
      Royalty Fee for payments actually received (or discounted in the case of
      conditional contract sales and rentals) during each Calendar Quarter based
      upon
      invoiced sales will be paid to Licensor within sixty (60) days after the end
      of
      each Calendar Quarter, provided, however, that all Royalty Fees based upon
      any
      sales by a sublicensor or subcontractor (which also manufactures and assembles)
      shall accrue in the Calendar Quarter the sublicensing fees are received by
      Licensee, but shall accrue no later than the Calendar Quarter immediately
      subsequent to the Calendar Quarter in which the relevant sales were originally
      invoiced, regardless of whether licensee has or has not received payments from
      sublicensor or subcontractor.

    


    4.5 Royalty
      Fee payments will be accompanied by account statements certified as accurate
      and
      complete by Licensee for each Calendar Quarter setting forth the amount of
      invoiced sales, payments received and credits in the aggregate and separately
      for each Licensed Product by serial number to the extent possible. If Licensor
      has not received any Royalty Fees payment within thirty (30) days of the date
      it
      is due and payable, Licensor may serve Licensee notice providing Licensee thirty
      (30) days to correct such payment deficiency, with interest, or be considered
      in
      breach of this Agreement.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    4.6 Information
      regarding the
      gross
      revenues for all projects, uses and applications of Licensee shall be made
      available to the Licensor, with an indication made as to which utilized
      Licensor’s IP. Licensor shall be entitled to, on reasonable notice to Licensee,
      examine the books and records of any and all Licensed Product sales of Licensee
      from time to time, and shall be entitled to an annual audit of said books and
      records, at the option and expense of Licensee. Licensor shall be provided
      with
      all information reasonably requested in order to verify the indication as to
      whether Licensor’s IP was utilized or not as to all projects and all information
      regarding the details and supporting documentation of the revenues, projects,
      uses and applications. Licensee shall make a written certification in form
      and
      substance acceptable to Licensor, delivered on a monthly basis to the parties
      by
      the 15th
      day of
      each month for the prior month’s uses, application and work of Licensor,
      summarizing the information, validating its accuracy and stating the amount
      of
      royalties due to Licensor.

     

    5.  Royalties
      to be Paid For Sublicenses.

    


    5.1 Licensee
      shall pay Licensor an amount equal to six percent (6%) of the Gross Sales Price
      of all products and/or services sold by anyone operating under a Sublicense
      from
      Licensee based upon, directly or indirectly, the Licensed Technology, Licensed
      Patent(s), Licensed Product(s)
      and/or
      any direct or indirect utilization of trade secrets of the Licensor within
      the
      Field of Use.

    


    5.2 Licensee
      shall provide to Licensor the same information and access to all records,
      reports and data regarding sales resulting from Sublicenses as that set forth
      in
      Sections 4.5 and 4.6 and otherwise in this Agreement. Licensee shall make
      payment and written certification relating to all Sublicenses and Royalty Fees
      in similar form and substance to the certification required in Sections 4.4,
      4.5
      and 4.6. 

     

    6.  Intellectual
      Property Rights. 

    


    6.1  Licensor
      retains the full extent of its rights with regard to any new patents based
      on
      the Licensed Patents, Licensed Products, Licensed Technology, or any other
      Intellectual Property belonging to Licensor. If, however, Licensee is
      nonetheless issued any patent(s) based in any part on, or informed in any part
      by, any of the Licensed Patents, Licensed Products, Licensed Technology, or
      any
      other Intellectual Property belonging to Licensor, Licensee's right to use,
      and
      right to allow others to use, such patents will be limited to the Field of
      Use,
      and Licensor will have the right to use all such patents royalty-free, for
      the
      duration of the patent period. Licensee, upon request by Licensor from time
      to
      time, shall keep Licensor apprised of the status of all such applications,
      any
      pending patent applications and patents issued therefrom. 

    


    6.2  Survival.
      The
      provisions of this clause will survive termination of this
      Agreement.

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    7.  Maintenance
      Costs of Licensed Patents.

    


    Licensor
      shall diligently prosecute and maintain the United States and foreign patents
      and patent applications comprising the Licensed Patents as listed in Exhibit
      A.
      Control over the prosecution of any patent application shall remain vested
      with
      Licensor.

     

    8.  Termination.

    


    8.1  Licensor
      Termination.
      Licensor may terminate this Agreement upon Licensee’s material breach of this
      Agreement or the Patent Assignment Agreement, executed contemporaneously with
      this Agreement, that is not remedied within thirty (30) days after receipt
      of
      Licensor’s written notice of such breach;

    


    8.2  Licensee
      Termination.
      Licensee may terminate this Agreement upon Licensor’s material breach of this
      Agreement or the Patent Assignment Agreement, executed contemporaneously with
      this Agreement, that is not remedied within thirty (30) days after Licensor’s
      receipt of written notice of such breach;

    


    8.3  Effect
      of Termination.

     

    (a)  Upon
      termination of this Agreement by either Party, all rights granted to Licensee
      under this Agreement will revert to Licensor, free and clear of any lien,
      security interest or other encumbrance, and Licensee and its Affiliates and
      Sublicensees shall immediately cease the manufacture, assembly, distribution,
      sale, promotion, advertising and marketing of Licensed Products and any other
      products referenced in Section 4.1; provided, however, Licensee shall have
      the
      right to continue to market and sell existing products in inventory as of the
      date of termination for a reasonable period following such termination, during
      which time Licensee will continue to pay the Royalty Fees set forth in Section
      4.1.

     

    (b)  Upon
      termination of this Agreement by either Party, all Royalty Fees due and payable
      in accordance with the terms of this Agreement must be paid to Licensor in
      accordance with the terms hereof.

     

    (c)  Each
      Party agrees to cooperate with the other Party in the smooth transfer of
      Licensed Technology to Licensor upon termination.

     

    9.  Non-
      Competition.

    


    9.1  During
      the Term, Licensee shall not be employed by, render services to, represent
      or
      otherwise be affiliated with any Person or Sublicensee in connection with any
      product, technology, or service directly or indirectly competitive with
      Licensor, unless solely limited to within the Field of Use. During the Term,
      Licensee shall not manufacture, assemble, distribute or sell any product or
      service that infringes upon Licensor's IP, including, but not limited to
      hydrogen production, bioremediation, apoptosis, and identifying and growing
      microorganisms to collect by-products, or for industrial use. Further, Licensee
      shall not Sublicense to, nor make assignments to, any Person or entity engaging
      in the aforementioned infringements upon Licensors IP. Licensee will adhere
      at
      all times to the Robinson-Patman Act regarding the sale of Licensed
      Products.

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    9.2  During
      the Term, Licensor shall not be employed by, render services to, represent
      or
      otherwise be affiliated with any Person or licensee in connection with any
      product, technology, or service directly or indirectly competitive with Licensee
      exclusively within the Field of Use, without the written consent of
      Licensee.

     

    10.  No
      Representations or Warranties.

    


    10.1  Except
      for the warranty of title to the patents issued by the United States Patent
      Office, Licensor makes no other representations or warranties, expressed or
      implied, with respect to the Licensor's IP. Among other things, Licensor
      disclaims any express or implied warranty:

     

    (a)
      of
      merchantability, of fitness for a particular purpose,

     

    (b)
      of
      non-infringement or 

     

    (c)
      arising out of any course of dealing

    


    Further,
      with respect to the Licensed Products and Licensed Technology, Licensor makes
      no
      representations or warranties, expressed or implied, that such products and
      technology can be used by Licensee other than for Research Use Only. “Research
      Use Only” means research that is not-for profit, internal research, or research
      that is for the purposes of evaluating use of the Licensed Products for
      commercial purposes.

     

    11. No
      Joint Venture.
      

    


    11.1 The
      parties hereto acknowledge that nothing set forth in this Agreement nor the
      transactions contemplated herein shall constitute a joint venture, partnership,
      agency or any relationship other than Licensee as a licensee and Licensor as
      a
      licensor entitled to royalty payments as provided herein.

     

    12. Indemnification.

    


    12.1 Licensee
      agrees to indemnify, and hold harmless Licensor, its officers, directors,
      employees, agents, successors and permitted assigns (singularly or collectively,
      the “Licensee Indemnitees”) from and against all liability, damage, loss, or
      expense (including reasonable attorneys, fees and expenses of litigation)
      incurred by or imposed upon the Licensee Indemnitees or any one of them in
      connection with any claims, suits, actions, demands, or judgments arising out
      of
      or connected with this Agreement. Licensor will promptly notify Licensee of
      any
      claim and will cooperate with Licensee in the defense of the claim. 
Licensee will, at its own expense, provide attorneys reasonably acceptable
      to
      Licensor to defend against any claim with respect to which Licensee has agreed
      to indemnify Licensor.  This indemnity will not be deemed excess coverage
      to any insurance or self-insurance Licensor may have covering a claim. 
Licensee’s indemnity will not be limited by the amount of Licensor’s
      insurance.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    12.2 Survival. 
      The provisions of this clause will survive termination of this
      Agreement.

     

    13. General
      Provisions.

    


    13.1 All
      dollar amounts are in United States dollars. All fees and charges shall be
      invoiced and paid in United States dollars. 

    


    13.2 Licensee
      shall keep complete and accurate books and records with respect to the
      manufacture, assembly, distribution and sale of the Licensed Products according
      to generally accepted accounting principles. Licensor has the right, through
      an
      independent accountant retained by and at the sole expense of Licensor, subject
      to reasonable confidentiality provisions of Licensee, to inspect Licensee’s
      books and records relating to the subject matter of this Agreement once per
      Calendar Quarter, on reasonable notice to Licensee, during regular business
      hours, at the place where such books and records are normally kept, and to
      the
      extent reasonably necessary to determine the accuracy of any Royalty Fees to
      be
      paid under this Agreement. Licensee will provide to Licensor any audit conducted
      on itself, certified or otherwise, that contains section(s) pertaining to
      Royalty Fees. 

    


    13.3 Licensee
      is entitled to rely on the financial reports submitted to it by its Affiliates
      and Sublicensees, and Licensee is not required to verify such reports by actual
      inspection of its Affiliates’ or Sublicensees’ books and records. However,
      Licensee shall require its Affiliates and Sublicensees to keep complete and
      accurate books and records with respect to the manufacture, assembly,
      distribution and sale of the Licensed Products according to generally accepted
      accounting principles and make all said books and records available for review
      by Licensor through an independent accountant retained by and at the sole
      expense of Licensor on a quarterly basis in a similar manner and for similar
      periods as Licensee is required in Section 13.2. Licensee shall make
      available to Licensor the results of any audit it conducts of its Affiliates
      or
      Sublicensees to the extent related to the accuracy of any Royalty Fees paid
      under this Agreement. 

    


    13.4 Licensor
      shall keep confidential, and not disclose to any Person, any and all information
      obtained by Licensor in such inspections and reports provided under
      Sections 13.2 and 13.3, except in connection with any action to enforce
      Licensor’s rights under this Agreement. 

    


    13.5 Notices.
      Any
      notices or other communications required or permitted to be given or delivered
      under this Agreement shall be provided by email (provided that (i) the sender’s
      computer system is capable of retaining and does retain a record establishing
      that the email message was actually delivered to the recipient’s email server,
      and (ii) that such email is accompanied by a facsimile communication (not
      requiring telephonic voice confirmation)), or in writing (including facsimile
      communication), which shall be sufficiently given if delivered personally,
      mailed by certified first-class United States mail, postage prepaid, or sent
      via
      reputable overnight delivery courier or any other means for which a proof of
      delivery is provided. Notices shall be sent to a Party at its address as set
      forth below, or to such other address as has been designated by the other Party
      in accordance with this Section. Any notice by fax shall be deemed given when
      telephonic (voice) confirmation of receipt is received, and any other notices
      shall be deemed given on the date delivered or five (5) days after being placed
      in the mails as specified.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    For
      Licensee:

    


    Nutra
      Pharma Corp.

    3473
      High
      Ridge Road

    Boynton
      Beach, Florida 33426

    Attention:
      President

    and

    


    Nutra
      Pharma Corp.

    c/o
      Doherty & Company

    11835
      Olympic Blvd., Suite 550 East

    Los
      Angeles, California 90064

    Attention:
      Michael Doherty

    


    with
      a
      copy to:

    


    Kaye
      Scholer LLP

    1999
      Avenue of the Stars, Suite 1700

    Los
      Angeles, California 90067

    Attention:
      Barry L. Dastin

    


    For
      Licensor:

    


    NanoLogix,
      Inc.

    87
      Stambaugh Avenue, Suite 2

    Sharon,
      Pennsylvania 16146

    Attention:
      David
      McClelland

    


    with
      a
      copy to:

     

    Atty
      Randall S. Goulding and Associates

    3346
      Commercial

    Northbrook,
      IL  60062

    Phone: 
      847.291.7711

    Fax: 
      253.736.0134

    


    13.6 Successors
      and Assigns.
      This
      Agreement shall be binding on and enure to the benefit of the successors and
      assigns of both parties hereto and all persons or corporations succeeding to
      or
      acquiring the business now carried on by Licensor or Licensee.

    


    13.7 Waiver.
      The
      waiver by either Party to insist upon strict compliance with this Agreement
      or
      to exercise any right or remedy hereunder shall not constitute a waiver of
      the
      right of said party to insist upon strict compliance with this Agreement or
      to
      exercise any rights or remedies provided herein at any other time or under
      the
      same or similar circumstances.

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    13.8 Severability.
      Should
      any term or provision of this Agreement be declared invalid or unenforceable
      in
      whole or in part by a court of competent jurisdiction, then this Agreement
      shall
      be construed and interpreted as if said term or provision were not included
      herein, however all other terms and provisions hereof shall remain valid and
      enforceable and the application of such invalid or unenforceable terms and
      provisions to parties unaffected by such determination to the fullest extent
      permitted by law.

    


    13.9 Governing
      Law; Jurisdiction and Venue.
      The
      parties agree that this Agreement will be construed and enforced pursuant to
      the
      laws of the Commonwealth of Pennsylvania, and venue and jurisdiction will lie
      within said Commonwealth, subject to the arbitration provisions set forth
      herein, notwithstanding the principles of conflicts of laws. 

    


    13.10 Arbitration.
      The
      parties hereby agree that any dispute, claim or controversy arising out of
      the
      construction, interpretation or application of this Agreement and its provisions
      shall be decided by mandatory arbitration conducted under the Rules of the
      American Arbitration Association to be decided in Pittsburgh, Pennsylvania.
      Enforcement and collection of any award made hereunder, however, shall be
      available to the prevailing party in any court of competent jurisdiction.


    


    13.11 Counterparts.
      This
      Agreement may be executed in one or more counterparts as the parties shall
      deem
      desirable, each of which shall be deemed an original, but all of which shall
      constitute the same instrument. However, in any action to enforce or with regard
      to this Agreement, it shall not be necessary to produce all such
      counterparts.

    


    13.12 Force
      Majeure.
      Neither
      Party shall be liable for any default or delay in the performance of its
      obligations hereunder to the extent such default or delay is caused, directly
      or
      indirectly, by fire, flood, earthquake, elements of nature, or Acts of God;
      acts
      of war, terrorism, riots, civil disorders, rebellions, or revolutions; strikes,
      lockouts, or labor difficulties; or any other similar cause beyond the
      reasonable control of such Party (a “Force
      Majeure Event”).
      These
      delays shall not constitute a breach of this Agreement and the non-performing
      Party will be excused from any further performance or observance to the
      obligations so affected by the Force Majeure Event for as long as the Force
      Majeure Event exists and such Party continues to use its best efforts to
      recommence performance or observance whenever and to whatever extent possible
      without delay. Any Party so delayed in its performance will immediately notify
      the other Party by telephone (confirmed in writing within two (2) business
      days
      of the inception of such delay). 

    


    13.13 Further
      Assurances.
      Each
      Party hereto agrees to cooperate with the other to execute any and all documents
      or instruments, or to obtain any consents, in order to assign, transfer,
      perfect, record, maintain, enforce or otherwise carry out the intent and
      purposes of the terms of this Agreement.

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    13.14 Entire
      Agreement; Headings.
      This
      Agreement, including all exhibits and/or schedules attached hereto, completely
      and exclusively states the agreement of the Parties regarding its subject
      matter. It supersedes, and its terms govern, all prior or contemporaneous
      proposals, agreements or other communications between the Parties, oral or
      written, regarding such subject matter. Titles and captions are used for
      convenience of reference only and do not constitute a part of the Agreement
      or
      limit, expand or construe its terms. This Agreement will not be modified except
      by a subsequently dated written amendment signed on behalf of each Party by
      its
      duly authorized representatives.

    


    13.15 Principles
      of Construction.
      All
      references to this Agreement shall be deemed to include the exhibits, schedules
      and other attachments. All references to sections are to the sections herein
      and
      all references to exhibits and/or schedules, are to the exhibits and/or
      schedules which are attached hereto and made a part hereof, as if fully set
      forth herein. The words “hereof,”
      “herein”
and
      “hereunder”
and
      words of similar import when used in this Agreement shall refer to this
      Agreement as a whole and not to any particular provision of this Agreement,
      except where explicitly stated to the contrary.

    


    13.16 Negotiation
      and Drafting.
      The
      Parties have participated jointly in the negotiation and drafting of this
      Agreement. In the event an ambiguity or question of intent or interpretation
      arises, this Agreement (and any applicable or relevant provision) shall be
      construed as if jointly drafted by the Parties, and no presumption or burden
      of
      proof shall arise favoring or disfavoring any one Party by virtue of the
      authorship of any of the provisions of this Agreement. 

    


    13.17 Use
      of Marks.
      Licensor may not use any trademarks of Licensee or its Affiliates without the
      prior express written permission of Licensee. Licensee may not use any
      trademarks of Licensor without the prior express written permission of Licensee
      or unless usage of such specific trademark is granted in this
      Agreement.

    


    13.18 Export
      Control Laws.
      Licensee
      shall observe all applicable United States and foreign laws with respect to
      the
      transfer of Licensed Product(s), licensed process(es), and related technical
      data, to foreign countries, including, without limitation, the Export
      Administration Regulations.

    


    13.19 Closing
      of Agreement and Conditions Thereto.
      This
      Agreement becoming binding and effective by the Parties is subject to final
      approval by a majority vote by the Licensor’s Board of Directors. At
      the
      option of either party, this Agreement may be declared null and void if not
      ratified by a majority of shareholders within ninety after closing.
      Further, this Agreement will not be binding upon the Parties until it has been
      signed below on behalf of each party, the corresponding Patent Assignment
      Agreement has also been signed on behalf of each party and is effective, and
      transfer of ownership shall have been made by Licensee of 4,593,170
      shares of capital stock of Nanologix, Inc./Infectech, Inc to the Licensor.
      These
      aforementioned provisions in accordance with Section 13.19
      being
      met, this Agreement shall be effective as of the date recited on page one.
      However, if any of the stipulations specified herein in Section 13.19
      are not
      met within 60 (sixty) days of the Parties signing this Agreement, this Agreement
      will be declared null and void without penalty to either Party. Signatures
      of the parties transmitted by facsimile shall be deemed to be their original
      signatures for all purposes.

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    13.20 Licensee
      Able to Perform.
      Licensee
      has had
      full disclosure and had opportunity to do due diligence to the extent it
      determined to be necessary and reasonable in regard to the Licensor’s patent
      base, products, technology, and business. Licensee is familiar with Licensor's
      efforts and difficulties concerning said business and Licensee acknowledges
      that
      Licensor has made no representation as to the operation of said business other
      than is contained herein. Licensee represents that it is capable of
      manufacturing the Licensed Products, and is aware of the difficulties inherent
      in the regulatory aspects, manufacturing, sale and distribution of a the
      licensed products and that it has sufficient and adequate marketing staff,
      sales
      staff, sales administration and customer service staff, forecasting, packaging
      development and electronic data interchange capability sufficient to sell the
      Licensed Products and Products derived from the Licensed Technology and/or
      Licensed Patents. Licensee acknowledges that Licensor shall have no liability
      in
      regard to Licensee's success or failure of the anticipated sales or Sublicense
      contemplated by the subject license.

    


    13.21 Amendment
      of Agreement.
      None
      of
      the terms, conditions or provisions of this Agreement shall be held to have
      been
      changed, waived, varied, modified or altered by any act or knowledge of either
      party hereto, their respective agents servants or employees
      unless done so in writing signed by both parties hereto.

    


    13.22 Confidentiality.
      Except
      as otherwise agreed in writing, Licensee shall not appropriate, use or disclose,
      directly or indirectly, for its own benefit or otherwise, any information,
      materials, trade secrets, documents, correspondence, or other tangible or
      intangible property of Licensor, to which it shall have obtained access
      hereunder or in contemplation of this Agreement, or which shall otherwise in
      any
      way relate to the Licensor's IP or the subject matter of this Agreement, which
      has not been publicly disclosed prior thereto. Any of the aforesaid which is
      or
      comes into the possession of Licensee shall be held IN TRUST for Licensor and
      remain the sole and exclusive property of Licensor, subject to the rights of
      License by Licensee as provided herein.

     

    The
      provisions of this Paragraph shall survive the termination of this Agreement.
      Further, the parties agree that there do not exist adequate remedies at law
      for
      a violation of this Paragraph and therefore, in addition to monetary and other
      damages, which may be recovered for a breach hereof that Licensor shall be
      entitled to and may obtain injunctive and other equitable and extraordinary
      relief and remedies for any such breach.

     

    13.23 Bankruptcy. All
      rights and licenses granted to Licensee under or pursuant to this Agreement,
      under any section of this Agreement, are and shall otherwise be deemed to
      be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of
      rights to “intellectual property” as defined in the Bankruptcy Code. The
      Parties agree that Licensee, as the licensee of such rights under this
      Agreement, shall retain and may fully exercise all of its rights limited to
      the
      Field of Use, as defined in this Agreement, under the Bankruptcy Code, and
      that
      Licensor shall retain all of its rights under the Bankruptcy Code. The Parties
      further agree that, in the event of the commencement of bankruptcy proceedings
      by or against Licensor under the Bankruptcy Code, Licensee shall be entitled
      to
      retain all of its rights under Section 3.1 of this Agreement. Licensor shall
      have the right to terminate this Agreement upon the occurrence of Licensee
      making an assignment for the benefit of its creditors, or if Licensee becomes
      the subject of insolvency or conservator proceedings, or as provided under
      the
      provisions of Article 9.

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    13.24 Public
      Statements. The
      Parties shall, in good faith, coordinate with each other before issuing any
      press release or otherwise making any public statements with respect to this
      Agreement or the transactions contemplated by this Agreement.  Said
      coordination shall consist of 24 hours prior notice to all Parties of all press
      releases or public statements related, directly or indirectly, to this
      Agreement, or
      which
      mentions the other Party, except where the time period includes a Saturday
      or
      Sunday, in which case the time period shall be extended to 48 hours. 
Further, the Parties agree to work in mutual cooperation, and to consider,
      in
      good faith, the responses of the other Party, with respect to the language
      and timing of the statements.

    


    13.25 Insurance.
      Assignee
      agrees to add, or have added, Assignor as an additional insured to all products
      liability insurance policies related to the Licensed Products, Licensed Patents,
      and Licensed Technology, and to maintain them as such throughout the course
      of
      this Agreement. Assignee further agrees to provide Assignor with evidence of
      said coverage upon reasonable request and to provide Assignor with reasonable
      notice of any changes regarding its status on said policies.

    


    13.26
       Licensee
      agrees to notify Licensor immediately and in writing of all circumstances
      surrounding the unauthorized possession or use of the
      Licensed
      Patents, Licensed Products, Licensed Technology, or Licensor’s trade secrets by
      any Person. Licensee agrees to cooperate fully with Licensor in any litigation
      relating to or arising from such unauthorized possession or use.

    


    13.27 This
      Agreement embodies the entire understanding of the parties and shall supersede
      all previous communications, representations or understandings, either oral
      or
      written, between the parties relating to the subject matter hereof.

     

    IN
      WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
      by
      their duly authorized representatives as of the Effective Date.

     

     

    
      	
              NANOLOGIX,
                INC.

            	 	 	
              NUTRA
                PHARMA CORP.

            
	 	 	 	
            
	 	 	 	 
	
              By:

            	 	 	
              By:

            
	
              
                

              

              Print
                Name:

            	 	 	
              
                

              

              Print
                Name:

            
	
              
                

              

              Title:

              
                
                  

                

              

            	 	 	
              
                

              

              Title:

              
                

              

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    Licensed
      Patents 


    
      	1.	
              Licensed
                Patents.

            


    

    
       

       

    

    
      	
              U.S.
                Patent Nos.

            	 	
              Description

            
	 	 	 
	
              #5,962,306

            	 	
              Method
                of determining the presence or absence of a nonparaffinophilic
                microorganism in a specimen and an associated apparatus

            
	 	 	 
	
              #5,891,662

            	 	
              Method
                for determining the antimicrobial agent sensitivity of a
                nonparaffinophilic hydrophobic microorganism

            
	 	 	 
	
              #5,882,919

            	 	
              Apparatus
                for determining the presence or absence of a nonparaffinophilic
                microorganism in a specimen

            
	 	 	 
	
              #5,854,013

            	 	
              Method
                of determining presence or absence of a nonparaffinophilic microorganism
                in a specimen

            
	 	 	 
	
              #5,804,406

            	 	
              Determining
                sensitivity of paraffinophilic microorganisms to
                antimicrobials

            
	 	 	 
	
              #5,801,009

            	 	
              Method
                for determining the antimicrobial sensitivity of a paraffinophilic
                microorganism using various milieus and an associated
                apparatus

            
	 	 	 
	
              #5,750,363

            	 	
              Method
                for determining the antibiotic agent sensitivity of a nonparaffinophilic
                microorganism and an associated apparatus

            
	 	 	 
	
              #5,726,030

            	 	
              Method
                for automatically testing the antibiotic sensitivity of a
                nonparaffinophilic microorganism

            
	 	 	 
	
              #5,721,112

            	 	
              Method
                of determining the presence or absence of a nonparaffinophilic
                microorganism in a specimen and an associated apparatus

            
	 	 	 
	
              #5,707,824

            	 	
              Method
                of determining the presence or absence of a paraffinophilic
                microorganism

            
	 	 	 
	
              #5,698,414

            	 	
              Method
                and apparatus for testing paraffinophilic microorganisms for antimicrobial
                agent sensitivity

            
	 	 	 
	
              #5,677,169

            	 	
              Method
                for determining the antimicrobial agent sensitivity of a
                nonparaffinophilic microorganism and an associated
                apparatus

            
	 	 	 
	
              #5,668,010

            	 	
              Method
                for determining the antimicrobial agent sensitivity of a
                nonparaffinophilic microorganism using various milieus and an associated
                apparatus

            
	 	 	 
	
              #5,663,056

            	 	
              Method
                for determining the antimicrobial agent sensitivity of a
                nonparaffinophilic microorganism and an associated
                apparatus

            
	 	 	 
	
              #5,654,194

            	 	
              Method
                of identifying a nonparaffinophilic microrganism using various milieus
                and
                an associated apparatus

            
	 	 	 
	
              #5,641,645

            	 	
              Method
                for determining the antimicrobial agent sensitivity of a
                nonparaffinophilic microrganism using various milieus and an associated
                apparatus

            


    

     

    
      	
              #5,639,675

            	 	
              Method
                of identifying a nonparaffinophilic microorganism using various mileus
                and
                an associated apparatus

            
	 	 	 
	
              #5,637,501

            	 	
              Apparatus
                for automatically testing the antibiotic sensitivity of a paraffinophilic
                microorganism

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    Licensed
      Products 

     

    Medical
      diagnostic kits, including all components, for the detection and identification
      of over 32 different paraffin-eating and non-paraffin-eating microorganisms
      to
      be Licensed by the Licensee limited only for use in the Field of Use, defined
      in
      the Agreement herein, for the human and veterinary identification of Atypical
      Mycobacteria, Tuberculosis, Mycobacterium Avium Intracellulare (MAI),
      Mycobacteria Paratuberculosis, Nocardia and Pseudomonas for disease
      identification and antimicrobial agent sensitivity assaying in
      the
      health field which may result in drug discovery applications, and excludes
      any
      other products, uses and any other kits (health or otherwise), as these uses
      or
      kits are specifically reserved to Licensor.

     

    Buffer
      Products, including
      certain
      of Licensor’s
      products utilizing Licensor’s trade secrets, named the AFZ Buffer (for
      use
      in the rapid lysis of bacterial cell cultures), and
      the
      Adaptor Buffer (enables
      the user of this product to easily adapt their existing Plasmid DNA Isolating
      Column Systems into Genomic DNA Isolating Column Systems).

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    Exhibit
      C

     

    Patents
      Not to be Licensed to Licensee Under This Agreement

     

    Unless
      listed explicitly on Exhibit A as a Licensed Patent, all of Licensors Patents,
      and pending applications for letters patent, including without limitation any
      provisional, converted provisional, continued prosecution
      application,
      continuation, divisional or continuation-in-part
      are
      excluded from the license by or use of the Licensee.

     

    
      
        
        

      

      
        18