EXCLUSIVE
AND ALL ENCOMPASSING LICENSE


ON
THE MAGNEGAS TECHNOLOGY


FOR
THE AMERICAN CONTINENT




THIS
AGREEMENT, entered into this 6thday of April, 2007 , by and between:




HYFU ELS,
INC.


35246
U.S. Highway 19 North, # 215


Palm
Harbor, Florida 34684,


A Florida
corporation hereinafter referred to as "HyFuels, Inc.)




and all
preceding parties collectively referred hereon as "Licensor",




MAGNEGAS
CORPORATION


35246 US
Highway 19 North, #311


Palm
Harbor, Florida 34684




A public
Delaware company hereinafter referred to as "Licensee".




WITNESSETH




WHEREAS, Santilli has
developed the patented Magnegas Technology as described in details in the web
site http://www.magnegas.com;




WHEREAS, Santini has
irrevocably assigned all existing and future patent applications in the American
Continent to HyFuels, Inc., the Licensee, as also officially recorded in the U.
S. Patent and Trademark Office.




WHEREAS, Santini and
HyFuels, Inc., collectively referred to as the Licensor, are willing to grant to
Licensee an exclusive and all encompassing license on the Magnegas Technology
according to terms and conditions specified hereinafter;




WHEREAS, Licensee desires
to obtain an exclusive and all encompassing license on the Magnegas Technology
for the territory identified hereunder,




THE
PARTIES AGREE TO THE FOLLOWING:




1.
Under the terms and conditions hereinafter stated, Santilli and HyFuels, Inc.,
acting individually and collectively as Licensor hereby grant to Licensee the
exclusive all encompassing license, hereinafter referred to as the "License", as
follows:




1A.the
License is granted on the Magnegas Technology for all possible present and
future use, manufacture, advertisement, promotion and sale of all possible
present and future products, parts, services and all possiblepresent and future fuels derivable from liquid feedstock via the patented
PlasmaArcFlow Process;




1B.the
License is granted on all existing and future patent and patent applications as
per Schedule "A" attached and is based on the process of liquid feedstock via
the PlasmaArcFlow Process, including all available and future trademarks, domain
names, copyrights, know-how and any other related intellectual
property,






1






1C.the License is granted
in the entire American Continent, including Alaska, Hawaii and the Caribbean
Islands, hereinafter referred to as the "Territory":




ID. the License is granted
with full authority to grant Sublicenses or set up Partnerships without the
authorization by Licensor under the sole condition that said Sublicenses and/or
Partnerships are restricted to operate with the Territory as above
specified.




2.Licensor
and Licensee understands and accept that this License is hereby granted without
any payment of any royalty at all for the duration of all existing and future
patents.




3.In view
of the lack of payment of any royalty, this license is conditioned upon and it
is activated only at the time of the issuance by Licensee to Licensor and/or
assignees of 100,000 shares of Licensee's common stock.




4.No
minimum sales are requested as part of this License.




5.The
License hereby granted is solely assignable following the written and notarized
consent by HyFuels, Inc.




6.Licensee
has the exclusive option, hereinafter referred to as the "Option", to purchase
all patents, all patent applications, all trademarks, all domain names, all
copyrights and all other intellectual property on the Magnegas Technology in the
above identified Territory for the duration of 5 (five) years from the date of
signature of this
License upon the payment of $30,000,000.00(thirty million U.S. dollars). In the event Licensor receives a bona fide
offer for the purchase of said intellectual rights during said period of five
years from the date of signature of this License, Licensor has the obligation of
communicating said bona fide offer to Licensee, and Licensee has the option, but
not the obligation, of purchasing said intellectual rights. In the event of
inability by Licensee for any reason to exercise said Option and said
intellectual rights are acquired by other parties, this License remains in full
force and effect.




7.Following
the issuance of stock under this License as in Paragraph 3 above, Santini shall
become a scientific consultant of the Licensee under a separate five year
Consulting Agreement at 70% of his time. During such a consultancy with
Licensee, Santilli shall continue to provide scientific and technical assistance
to Licensor at 30% of his time.




8.All
patents, patent applications, trademarks, domain names, and any other
intellectual property developed
bySantilli while acting as a consultant of the Licensee as well as of
the Licensor shall become automatically available to Licensee under this
License, although they shall be the exclusive property of the Licensor for
possible purchase by Licensee in the event the above identified exclusive Option
is exercised.




9.Licensee
and/or Sub-Licensees and/or Partners shall apply to PlasmaArcFlow Recyclers
manufactured under this License a notice stating "Manufactured under Santilli
Patents".




10.Following
the issuance of the stock as per paragraph 3, Licensor shall provide to Licensee
any and all information available on the Magnegas Technology, including any and
all available construction drawings, any and all available technical
information, and any and all available know-how as it may be requested by
Licensee to Santini under the above indicated Consulting
Agreement.




11.Licensee
and Licensor are obliged to keep each other informed of any and all advances,
any and all technical information, and any and all developments on the Magnegas
Technology. In particular, Licensee and Licensor shall exchange copies of all
construction drawings, advertisement and other material pertaining to equipment
and processes under this License. In conformity with




2




such a
requirement, Santilli has complete freedom of informing Licensor and Licensee of
all technical development on the Magnegas Technology without any infringement of
any confidentiality that may be implied by the Consulting Agreements between
Santilli and the Licensee as well as the Licensor.




12.All
individuals and parties acting under this License, including but not limiting to
Santilli, Licensor, Licensee, Sub-Licensees and Partners, shall keep all
information on the Magnegas Technology confidential and disclose to other
parties or to the public only the information necessary forsales promotion and other prudent business practice.




13.Licensee
and/or Sub-Licensees and/or Partners shall keep detailed records and books of
accounts as shall be necessary for the determination of royalties payable
hereunder, and shall furnish copies thereof to Licensor at Licensor's request.
Licensor or his nominee may, at any time during business hours, make such
examinations as it deems necessary to verify such records and books of
account.




14.Licensee
and/or Sub-Licensees and/or Partners shall as soon as possible after receiving
technical information as herein provided begin or cause the manufacture and sale
of The Product and Associated Processes herein licensed and shall throughout the
life of this License exert the best efforts to create, supply and service
throughout the Territory as extensive a market for The Product and Associated
Processes as possible.




15.Licensee
and/or any Sub-Licensees and/or any Partners agree to use their best efforts to
promote the sale of The Product and Associated Processes throughout the
Territory. In the event Licensee and/or Sub-Licensees and/or Partners fail to
utilize its best efforts at marketing The Product and Associated Processes for
365 consecutive days, Licensor shall have
theright to terminate this License by giving Licensee and/or
Sub-Licensees and/or Partners (30) days advance written notice of such
termination. Best efforts, as that term is contemplated in this License, shall
be assumed to have been exerted in the event-the Licensee and/or sun-Licensees
and/or Partners shall achieve by actual sales of The Product and the Associated
Processes.




16.Licensor
provides no warranty of any type, whether explicit or implied, that, at the time
of the signature of this License, there exist no infringements of Licensor's
patents rights anywhere in the Territory. In the event at the time of activation
of this license as per Paragraph 2 above, infringements of Licensor's patent
rights exist, Licensor shall pay all costs of the related litigations and secure
all possible benefits. Licensor has the obligation of communicating to the
Licensee any court judgement resulting from litigation immediately following
their release.




17.Licensor
provides no warranty of any type, whether explicit or implied, that
infringements of Licensor's patents right shall not occur at any future time
during the life of this License. In the event of such possible future
infringements, Licensee and Licensor have no obligation to file lawsuits for the
protection ofsaid
rights, although Licensee or Licensor may individually electto file protective lawsuits without the necessary
participation of the other party. Licensor shall not be obligated to defend or
save harmless Licensee and/or Sub-Licensees and/or Partners against any suit,
damage claim, or demand based on actual or alleged infringement of any patent or
trademark or any unfair trade practice resulting from the exercise or use of any
right or license granted hereunder. Inthe event that the rights hereunder granted shall be challenged by any
person or company claiming patent infringement by the use thereof, Licensor
shall assist Licensee to its best, including the release of such information
Licensee it deems to be necessary, or to provide the date or dates of discovery
of said invention and techniques, provided that Licensor shall not be obligated
to incur any expense in connection therewith.




18.
In the event that Licensee, and/or Sub-Licensees and/or Partners become aware of
any infringement of any patent under which it is licensed, it shall notify
Licensor and shall be entitled by






3






itself to
take proceedings in the name of and with the approval of Licensor to restrain
such infringement at its own expense and for its own benefit as regards any
damages and costs recovered. Licensor shall be entitled to be represented at
such proceedings by its own counsel, at its own expense.




19.
This License automatically terminates without prior or any notice from Licensor,
upon:


(i)the
bankruptcy or insolvency of Licensee,


(ii)the
filing by Licensee of a petition for bankruptcy,


(iii) 
the making by Licensee of an assignment of this license for the benefit of
creditors,


(iv)the
appointment of a receiver of Licensee or of any of its assets which appointment
shall not be vacated within sixty (60) days thereafter, or


(v)the
filing of any other petition for relief from creditors based upon the alleged
bankruptcy or insolvency of Licensee which shall not be dismissed within sixty
(60) days thereafter.




20.
The termination of this License, by expiration or otherwise, does not release
Licensee and/or Sub-Licensees and/or Partners from any of their obligations
accrued hereunder including the obligations to furnish statements and to pay
compensation with respect to The Product and Associated Processes manufactured
during the term of this agreement, or actually in manufacture upon such date of
termination by Licensee or any of its subsidiaries, or rescind or give rise to
any rights to rescind anything done or any payment made or other consideration
given to either party hereunder prior to the time such termination becomes
effective. In case of any such termination, Licensor shall have the right to
give public notice of such termination in such manner and at such time and
places as it may deem advisable.




21.From and
after the effective date of any termination of this License, Licensee and/or
Sub-Licensees and/or Partners shall have no further rights hereunder except the
provisions with respect to any action commenced prior to the effective date of
such termination until the final disposition thereof.




22.From and
after the effective date of any termination of this License, Licensee shall have
no further rights hereunder and Licensor shall be free to grant a new license to
other parties in the Territory identified in Paragraph 1.




23.Termination
of this License shall not relieve Licensee or Licensor oftheir respective obligations to prevent duplication or disclosure of
technical information furnished as provided in the provisions of this
License.




24.The
addresses ofthe parties remain those identified at the beginning ofthis License and shall remain in effect until each party notifies in
writing all other parties of any change of address.




25.Notices
and written statements required hereunder shall be deemed to have been duly
given upon the mailing thereof, postage paid, to the party entitled thereto at
its above address or at such other address as may from time to time be
designated in writing to the other party.




26.Any
assignment of this License shall provide that neither Licensee nor Licensor
shall be relieved of their respective obligations with respect to the use,
duplication or disclosure of technical information furnished as provided in
paragraph 5hereof.




27.
This License is executed and delivered with the understanding that it embodies
the entire agreement between the parties and that there are no prior valid
representations, warranties or agreements relating thereto. All parties further
agree that this License supersedes, voids and otherwise replaces any and all
prior agreements, understandings or expectations between the
parties.




4




28. This License
shall be construed and the legal relations between the parties determined in
accordance with the laws of the State of Florida. In connection with any
litigation including appellate proceedings arising out of this License, the
prevailing party shall be entitled to recover reasonable attorneys' fees and
costs.




29. This
License is prepared in 6 (six) originals,.




30.This
License is automatically null and void unless signed by all parties on or before
(seven) days from the date of signature of the first party.




31.
All parties accept asbinding the reception by fax of an initialized, signed and notarized
copy, with original




IN
WITNESS WHEREOF.








/s/Ruggero Maria Santilli                                                     
April 6, 2007


Ruggero Maria Santilli                                                                 
Date


as
President of HyFuels, Inc.






/s/
Bo
Linton                                                                             
April 6, 2007


Bo
Linton                                                                                        
Date


as
President of  Magnegas Corporation






5




Exclusive
and All Encompassing License


On
the Magnegas Technology


Signed
April 6, 2007




Schedule
“A”




As per
the attached Exclusive and All Encompassing License, below is a list of patent
and patent applications included in the license:




U.S.
Patent 6,972,118


Apparatus
for Processing Hydrogen, Oxygen and Other Gases Issued 12/2005




U.S.
Patent Application S.N. 11/474,687 Novel Plasma-Arc-Flow Apparatus Filed
6/2006




Application
Under Filing


Novel
Plasma-Arc-Flow Apparatus and Process for Submerged Electric Arcs




6