BIOSPHERE DEVELOPMENT CORP (BAHAMAS) BIOSPHERE TECHNOLOGY LICENSE AGREEMENT License number BTLA-200701 awarded to Global NRG, Ltd. October 1, 2007

BIOSPHERE DEVELOPMENT CORP

(BAHAMAS)

BIOSPHERE TECHNOLOGY LICENSE

AGREEMENT

License number BTLA-200701

awarded to

Global NRG, Ltd.

October 1, 2007

Biosphere Development Corp hereby exclusively licenses Global NRG, Ltd. for an initial period of 5 years with subsequent rollover options for further 5 to 10 year periods, providing Global NRG Ltd reaches and maintains generation of a minimum of 100,000 Megawatts of electricity per annum within a period of 2 years, to use Biosphere System Technology for the purpose of marketing, selling, leasing and operating Biosphere Process Systems in the countries of Australia, New Zealand, the Pacific Islands of Papua Nuigini, Fiji, Noumea, Vanuatu, Western Samoa, Tonga and Xxxx Islands and Africa, with the exceptions of Libya, Angola, Cote D’Ivore, Mauritius, Cape Verte, and Algeria, using the Bio Sphere technology. This licence provides that any developments, modifications, alterations, enhancements and/or improvements arising from or as a result of this licence in any format from the actions of Global NRG, Ltd. are and shall remain at all times the sole property of Dr CA XxXxxxxxx, and that XxXxxxxxx shall retain all other rights to the Biosphere System Technology in accordance with the contractual agreements between XxXxxxxxx and Biosphere Development Corp (Bahamas).

Dr. CA XxXxxxxxx, Chairman

Biosphere Development Corp

X.X. Xxx 00000 Xxxxx Xxxxx

Xxxxxx Xxxxxxx.

This BIOSPHERE TECHNOLOGY LISENCE AGREEMENT (hereinafter referred to as the “BTLA”) is granted on October 1, 2007 by Biosphere Development Corp (Bahamas) (hereinafter referred to as "BDC") a Bahamian Corporation, (No. 134790 B) incorporated in Nassau Bahamas under the Bahamian International Business Companies Act, 2000, with an address at P.O. Box 13277 Cable Beach Nassau Bahamas, to Global NRG, Ltd. (hereinafter referred to as "GLOBAL") its owners, subsidiaries, affiliates, successors and or assigns, a corporation incorporated under the laws of the Territory of the British Virgin Islands, with an address at  P.O. Box 3321, Drake Xxxxxxxx, Road Town, Tortola, British Virgin Islands; both hereinafter collectively referred to as "the Parties".

The Parties acknowledge that Dr. CA XxXxxxxxx (XXXXXXXXX) has developed and owns a proprietary system, the Biosphere ProcessÔ System, the design and all components thereof and associated know how developed prior to the execution of this BTLA or during the course of the operation of this BTLA, which XXXXXXXXX has assigned to BDC for purposes of commercial marketing, manufacturing and development (hereafter "System" or "Systems"). The Parties further acknowledge and declare that XXXXXXXXX is a third party beneficiary to this Agreement.

BDC hereby permits GLOBAL, on the basis of this BTLA, and GLOBAL hereby acknowledges all of the obligations of this BTLA by which GLOBAL is allowed exclusive use of the Biosphere technology and documentation for the purpose of marketing, selling, leasing and operating Systems in the licensed Countries. The Parties agree that this BTLA is given by BDC to GLOBAL solely and only for the purpose of marketing, selling, leasing and operating Systems and that all plans, designs, and engineering, and any developments, modifications, alterations, enhancements and/or improvements arising there from as a result of this BTLA’s operation or arising in any format from the actions of GLOBAL are and shall remain at all times the sole property of XXXXXXXXX and that XXXXXXXXX shall retain all other rights to the System in accordance with the assignment provided by XXXXXXXXX to BDC.

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

1. Disclosure:

BDC hereby permits access by GLOBAL to such technological information as is needed for GLOBAL to sell, lease and or operate Biosphere Process Systems.

2. Consideration for Permit.

BDC grants this license for a period of five years in return for:

1). The sum of Ten United States Dollars USD$10.00; plus

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2). GLOBAL NRG., selling sufficient Biosphere System’s to generate a minimum of 100,000 Megawatts per hour of electricity generation capacity to be achieved within 2 years from the date of execution of this document; plus

3). The payment to BDC by Global NRG of an annual royalty of 12.5% of the gross revenue generated by the use of Biosphere System in all countries under this license for the complete operational life time of the Systems. The mechanism for auditing, protecting and collecting this annual royalty of fee will be developed between the parties and appended hereto within 30 days of the date hereto.

3.   Manufacturing.

Biosphere Development Corp agrees to review its manufacturing agreements to provide for Biosphere Process System manufacturing facilities in some of the countries licensed to Global NRG if commercially viable.

4. Representations and Warranties.

The Parties represent warrant and covenant as follows:

A.           Title; Infringement. BDC enjoys good and marketable title and rights to the System, including the copyright to the System, and has all necessary rights to enter into this BTLA without violating any other agreement or commitment of any sort. BDC does have outstanding agreements and understandings, written and oral, concerning the System design with a number of manufacturers. The System does not infringe or constitute a misappropriation of any trademark, patent, copyright, trade secret, proprietary right or similar property right.

B.           Authority Relative to this BTLA. This BTLA is a legal, valid and binding obligation of the Parties. No consent or approval by any person or entity or public authority is required to authorize or is required in connection with the execution, delivery or performance of this BTLA by the Parties.

5. No Brokers.

All negotiations relative to this BTLA have been conducted by BDC directly with GLOBAL, without the intervention of any third person(s), and in such manner as to not give rise to any valid claim against the Parties hereto for brokerage commissions, finder's fees or other like payments.

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6.  Consents, Further Instruments and Cooperation.

GLOBAL and BDC shall each use their respective best efforts to obtain the consent or approval of each person or entity, if any, whose consent or approval shall be required in order to permit it to consummate the transactions contemplated hereby, and to execute and deliver such instruments and to take such other action as may be required to carry out the transactions contemplated by this BTLA. BDC shall execute, or cause its employees and agents to deliver, any required material or other similar document or instrument, following GLOBAL'S reasonable request. GLOBAL will execute and record all other instruments required from time to time by BDC or XXXXXXXXX, including but not limited to the execution and recordation of documents evidencing the rights and title of BDC or XXXXXXXXX in and to the Systems.

7. BDC's Use of the Systems

BDC retains hereby and by way of its assignment from XXXXXXXXX all rights whatsoever in the System and does retain the right to use the System, or any material relating to the System for any purpose, personal, commercial, or otherwise. Global and BDC furthermore shall maintain all information relating to the System or use of the System in confidence and shall have the right to disclose any aspect of the System to any third party without the prior written consent of XxXxxxxxx. GLOBAL agrees not to participate in any activities relating to development, marketing or sale of the System or competing technologies that would compete, directly or indirectly, with BDC's marketing or distribution of the System outside of the countries of Australia, New Zealand, the Pacific Islands of Papua Nuigini, Fiji, Noumea, Vanuatu, Western Samoa, Tonga and Xxxx Islands and Africa, with the exceptions of Libya, Angola, Cote D’Ivore, Mauritius, Cape Verte, and Algeria unless otherwise permitted in writing, in advance, from BDC.

8. No Assignment.

Global may not assign this BTLA or any obligation herein without the prior written consent of BDC, which will not be unreasonably withheld.  Global is not restricted from assigning portions of its obligations to subsidiaries while in the process of purchasing and operating additional systems, nor is Global restricted from sub-contracting with companies in its normal course of business, in order to remain competitive, as referenced in Section 9. This BTLA shall be binding upon and inure to the benefit of the Parties named herein and their respective heirs, executors, personal representatives, successors and assigns. GLOBAL may not assign this BTLA or any part hereto

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9. Entire Agreement.

This BTLA contains the entire understanding of the Parties, and supersedes any and all other agreements presently existing or previously made, written or oral, between GLOBAL and BDC concerning its subject matter. This BTLA may not be modified except in writing and signed by both Parties.

10. Return of Documentation and records.

GLOBAL when requested by BDC, will deliver to BDC all copies of all documents relating to the services performed, including subcontractor bids, test results, laboratory analyses, plans, blue prints, designs, and architectural drawings, and shall maintain a complete documentary record of any and all activities performed under this agreement. GLOBAL shall maintain true and correct records and catalogues in connection with each service performed and all transactions related thereto and shall retain all such records for twenty-four (24) months after the end of the calendar year in which the last service pursuant to this Agreement was performed before returning all such records to BDC. All records including test results, laboratory analyses, plans, blue prints, designs etc, shall be maintained for BDC by GLOBAL in. a suitably secure fashion so as to avoid their unintended dissemination to unrelated third parties or competitors of BDC. GLOBAL is expressly forbidden from providing any information, documentation, designs, plans or operating information to any third party without the express written consent of both XXXXXXXXX and BDC.

11. Severability.

A.           This Agreement shall be interpreted and construed according to, and governed by, the law in force in the Special Administrative Region of Hong Kong PRC, and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of Hong Kong for determining any dispute concerning this agreement.

B.           If any provision of this BTLA is declared by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this BTLA nevertheless will continue in full force and effect without being impaired or invalidated in any way.

C.           In any action or proceeding to enforce rights under the agreement, the prevailing party will be entitled to recover its costs and attorneys' fees.

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12. Notices.

All notices, requests, demands, and other communications hereunder shall be deemed to have been duly given if delivered or mailed, certified or registered mail with postage prepaid:

If to GLOBAL:
	Chief Executive Officer
	P.O. Box 3321,
	Drake Xxxxxxxx,
	Road Town,
	Tortola, British Virgin Islands
Tel
Fax	00 0 0000 0000
Email.	xxxxxxxxx@xxxxxxxx.xxx
If to BDC:	Dr. CA XxXxxxxxx
	Chairman
	Biosphere Development Corp
	X.X. Xxx 00000 Xxxxx Xxxxx
	Xxxxxx Xxxxxxx.
Tel	x0 000 000 0000
Fax	x0 000 000 0000
Email	xxxx0000@xxx.xxx

13. Relationship of the Parties.

The relationship between GLOBAL and BDC under this BTLA is that of Permittee and Permitting Party. Nothing in this BTLA is intended to be construed so as to suggest that the Parties hereto are partners or joint ventures, or that either Party hereto or its employees are the employee or agent of the other. Except as expressly set forth herein, neither GLOBAL nor BDC has no authority and neither express nor implied right or authority under this BTLA to assume or create any obligations on behalf of or in the name of the other or to bind the other to any contract, agreement or undertaking with any third party.

14. Headings.

Headings used in this BTLA are provided for convenience only and shall not be used to construe meaning or intent.

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IN WITNESS WHEREOF, the parties have executed this BTLA the 29th day of September 2007.

FOR Biosphere Development Corp (Bahamas)

BY:			Witness:
	Dr. CA XxXxxxxxx
	Chairman
	Biosphere Development Corp
	X.X. Xxx 00000 Xxxxx Xxxxx
	Xxxxxx Xxxxxxx.
	For and on behalf of Biosphere Development Corp (Bahamas).

FOR Global NRG, Ltd.

BY:			Witness:
	Chief Executive Officer
	Global NRG, Ltd.
	P.O. Box 3321,
	Drake Xxxxxxxx,
	Road Town,
	Tortola, British Virgin Islands

And now enter Dr. CA XxXxxxxxx who signifies acceptance of all of the undertakings and obligations of this BTLA in his favour as third party beneficiary thereof.

Witness:

Dr. CA XxXxxxxxx

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