0001062993-04-000710 Sample Contracts

EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • May 17th, 2004 • Encore Clean Energy Inc • Services-business services, nec • Mississippi

THIS LICENSE AGREEMENT (the “Agreement”), dated as of May 20, 2003, but effective as of January 15, 2002 (“Effective Date”), is made by and among ROBERT D. HUNT, an individual residing at 23707 Redfish Lane, Pass Christian, Mississippi 39571 (“Hunt”) and CRYOTHERM, INC., a Delaware corporation with its principal offices at 2934-1/2 Beverly Glen Circle, Suite 301, Bel Air, CA 90077 (“CryoTherm”), with such foregoing entities also referred to hereafter individually as a “Party” or collectively as the “Parties.”

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Re: Joint Projects; License and Consulting Agreement
Joint Projects License and Consulting Agreement • May 17th, 2004 • Encore Clean Energy Inc • Services-business services, nec

Further to your recent discussions with Mr. Larry Shultz, a director of Encore Clean Energy, Inc (“Encore”), (and formerly named Cryotherm, Inc) , this letter is to both reaffirm and amend the Joint Projects License and Consulting Agreement of June 26, 2003 signed between Cryotherm ("Cryotherm") and you, as an individual, and your company, Centripetal Dynamics, Inc. (collectively “CD”). This agreement supercedes any prior agreements.

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