BIOSPHERE DEVELOPMENT CORP (BAHAMAS) BIOSPHERE TECHNOLOGY LICENSE AGREEMENT License number BTLA-200903____ awarded to Jet Black Kenya Limited

BIOSPHERE DEVELOPMENT CORP

(BAHAMAS)

BIOSPHERE TECHNOLOGY LICENSE

AGREEMENT

License number BTLA-200903____

awarded to

Jet Black Kenya Limited

23rd December 2008

Biosphere Development Corp hereby licenses Jet Black Kenya Limited on a non-exclusive basis for an initial period of 5 years with subsequent rollover options for further 5 to 10 year periods, providing Jet Black Kenya Limited reaches and maintains sales of a minimum of twenty five (25) x 6MW/hr Biosphere Process System’s per year to use Biosphere System Technology for the purpose of marketing, selling, leasing and operating Biosphere Process Systems in Africa 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 Jet Black Kenya Limited 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 December 1, 2008 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 Jet Black Kenya Limited (hereinafter referred to as " JET BLACK") a Kenyan Corporation (No. 117593) its owners, subsidiaries, affiliates, successors and or assigns, a corporation incorporated under the laws of the State of Kenya, with an address at Xxxxxx Xxxxx Xxxxx 000 Xxxxxx Xxxxx, Xxxxxx Xxxxxxxxx Xxxxxx X.X. Xxx 0000-00000 Xxxxxxx Xxxxx

; 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 JET BLACK KENYA, on the basis of this BTLA, and JET BLACK hereby acknowledges all of the obligations of this BTLA by which JET BLACK is allowed non- exclusive use of the Biosphere technology and documentation for the purpose of marketing, selling, leasing and operating Systems in Africa. The Parties agree that this BTLA is given by BDC to JET BLACK 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 JET BLACK 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 JET BLACK to such technological information as is needed for JET BLACK 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:

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1). JET BLACK selling ______Biosphere Process System’s per year; plus

3). The payment to BDC by JET BLACK of an annual royalty equal to ____% of the gross revenue generated by the use of Biosphere System sold under this license for the complete operational life time of the Systems. The mechanism for auditing, protecting and collecting this annual royalty 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 JET BLACK 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 JET BLACK, 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.

JET BLACK 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 JET BLACK’s reasonable request. JET BLACK 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. JET BLACK 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. JET BLACK 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 unless otherwise permitted in writing, in advance, from BDC.

8. No Assignment.

JET BLACK may not assign this BTLA or any obligation herein without the prior written consent of BDC, which will not be unreasonably withheld.  JET BLACK is not restricted from assigning portions of its obligations to subsidiaries while in the process of purchasing and operating additional systems, nor is JET BLACK 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. JET BLACK 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 JET BLACK 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.

JET BLACK 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. JET BLACK 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 JET BLACK in. a suitably secure fashion so as to avoid their unintended dissemination to unrelated third parties or competitors of BDC. JET BLACK 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 Commonwealth of the Bahamas, and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of the Commonwealth of the Bahamas 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.

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:

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If to Jet Black Kenya Limited :
	Mr Elisha Keshoney
	President & Chief Executive Officer
	Jet Black Kenya Limited
	X.X. Xxx 0000-00000.
	Xxxxxxx Xxxxx.
Tel	x0000 000000000, x000 000000000, + 000 000000000
Fax	+25420 0000000
Email.	xxxxxxxxxxxxx@xxxxx.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	xxxxx@xxxxx.xx

13. Relationship of the Parties.

The relationship between JET BLACK 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 JET BLACK 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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15.  Jurisdiction.

This Agreement shall be governed by and construed in accordance with the Laws of the Canton of Geneve Switzerland. Where any dispute (other than an invoice dispute which shall be determined in accordance with the provisions of this sales agreement) arises between the Parties in connection with or in consequence of the terms of this Agreement, the Parties shall immediately enter into bona fide discussions and use all reasonable endeavours to resolve such dispute amicably. If the Parties fail to resolve any dispute within fifteen (15) days of the first notification of such a dispute by either Party to the other, the matter shall be submitted to the non-exclusive jurisdiction of the Canton of Geneve.

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IN WITNESS WHEREOF, the parties have executed this BTLA the 23rd day of December 2008.

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 JET BLACK KENYA LIMITED

BY:			Witness:
	Mr Elisha Keshoney
	President & Chief Executive Officer
	Jet Black Kenya Limited
	P.O. Box 6559-00200.
	Nairobi Kenya.

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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