OFFICE OF TECHNOLOGY TRANSFER NILA BHAKUNI DIRECTOR

Exhibit 10.8

OFFICE OF TECHNOLOGY TRANSFER			XXXX XXXXXXX
			DIRECTOR

December 16, 2010

Xx. Xxxxxxx Xxxxxxx

President Et CEO

Solterra Renewable

TechnoLogies, Inc.

ASU Research Park

0000 Xx Xxxxx Xxxxxxx

Tempe, AZ 85284

Re: Amendment to the License Agreement between Solterra Renewable Technologies, Inc. and Xxxxxxx Xxxxx Xxxx University, Agreement # XXX LA 09-1-001 (the “License Agreement”)

Dear Xxxxxxx:

This Letter agreement between Xxxxxxx Xxxxx Xxxx University (“Rice”) and Solterra Renewable Technologies, Inc. (“Solterra”) shall, upon execution by Xxxxxxxx, operate as an agreement to temporarily stay any exercise by Rice of Rice’s current termination rights as set forth in Section 5 of the License Agreement for a period of ninety (90) days after the date of this letter (i.e., through and including March 16, 2011). This stay is contingent upon Solterra working diligently and in good faith with Xxxx to agree upon mutually agreeable revisions to the Company Diligence Milestones in Appendix B of the License Agreement before the end of this 90 day stay period.

All other provisions of the License Agreement shall remain in full force and effect.

Please indicate your agreement to the terms of this Letter agreement as set forth above by signing where indicated below and returning a copy to my attention no later than December 22, 2010.

Sincerely,

/s/  XxXx Xxxxxxx

XxXx Xxxxxxx

Agreed and accepted:

/s/ 

Xxxxxxx Xxxxxxx

President & CEO

Solterra Renewable Technologies, Inc.

E-mail: xxxxxxx@xxxx.xxx | Office: 000-000-0000 | Fax: 000-000-0000 | Rice University Office of Technology

Transfer– MS 705, P.O. Box 1892, Houston, Texas 77251-1892