BIOSPHERE DEVELOPMENT CORP (BAHAMAS) BIOSPHERE TECHNOLOGY LICENSE AGREEMENT License number BTLA-20071R awarded to August 17th 2007

BIOSPHERE DEVELOPMENT CORP

(BAHAMAS)

BIOSPHERE TECHNOLOGY LICENSE

AGREEMENT

License number BTLA-20071R

awarded to

"NORTHWEST LAWYER AGENCY" 

August 17th 2007

Biosphere Development Corp hereby licenses NORTHWEST LAWYER AGENCY on a nonexclusive basis for an initial period of 5 years with subsequent rollover options for further 5 to 10 year periods. NORTHWEST LAWYER AGENCY agreed to purchase three (3) x 6MW/hr Biosphere Process System’s as of the date of this licence for the purpose of marketing, selling, leasing and operating Biosphere Process Systems in the Russia. 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  NORTHWEST LAWYER AGENCY  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 August 17th 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 X.X. Xxx 00000 Xxxxx Xxxxx Xxxxxx Xxxxxxx, to "NORTHWEST LAWYER AGENCY"  (hereinafter referred to as "RUSSIAN COMPANY") its owners, subsidiaries, affiliates, successors and or assigns, a corporation incorporated under the laws of Russia.

the thereinafter 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 RUSSIAN COMPANY, on the basis of this BTLA, and RUSSIAN COMPANY hereby acknowledges all of the obligations of this BTLA by which RUSSIAN COMPANY is allowed non-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 RUSSIAN COMPANY 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 RUSSIAN COMPANY 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 RUSSIAN COMPANY to such technological information as is needed for RUSSIAN COMPANY to sell, lease and or operate Biosphere Process Systems.

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2. Consideration for Permit.

BDC grants this license for a period of five years in return for: The purchase of 3 biosphere process systems with a combined value of USD$30,000,000 payable in three equal instalments as follows:

i) 50% payment upon completion and adoption of fully notarised design specifications as certified both in China and Russia. Certification in China will be conducted by Biosphere & Yankuang. Adoption and certification in Russia will be by the Federal Agency on Ecological and Nuclear Monitoring. Biosphere will deliver preliminary blue prints, designs and specifications to RUSSIAN COMPANY within 90 days of the date of this license and thereafter the parties hereto will use all best efforts to arrive at an acceptable and certifiable design to Russian standards.

ii) 25% when the systems are consigned CIF a Chinese port enroute to Russia,

iii) 25% when the systems are installed and commissioned to the satisfaction of RUSSIAN COMPANY’S engineering team.

3. Manufacturing.

Biosphere Development Corp agrees to review its manufacturing agreements in China to provide for additional Biosphere Process System(s) to RUSSIAN COMPANY  after the successful commissioning of these first three systems.

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 RUSSIAN COMPANY, 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.

RUSSIAN COMPANY 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 RUSSIAN COMPANY'S reasonable request. RUSSIAN COMPANY 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. RUSSIAN COMPANY 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. RUSSIAN COMPANY 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.

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

RUSSIAN COMPANY 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. RUSSIAN COMPANY 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 RUSSIAN COMPANY in. a suitably secure fashion so as to avoid their unintended dissemination to unrelated third parties or competitors of BDC. RUSSIAN COMPANY 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 RUSSIAN COMPANY:
	Chipugov Xxxxxxxxx Xxxxxxxxxxxxx
	General Director
	Northwest Lawyer Agency
	St Petersburg 191036
	0 Xxxxxxxxxx Xxxxxx, 0
Tel	x0 000 000 0000
Fax	x0 000 0000000
Email.	xxxxxx-xxxxx@xxxx.xx
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 RUSSIAN COMPANY 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 RUSSIAN COMPANY 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:   Northwest Lawyer Agency (Russia)

BY:			Witness:
	Chipugov Xxxxxxxxx Xxxxxxxxxxxxx
	General Director
	Northwest Lawyer Agency
	St Petersburg 191036
	0 Xxxxxxxxxx Xxxxxx, 0

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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