---PATENT LICENSE AGREEMENT

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THIS Agreement is made and entered into this ___day of ___, 2002, by and between BIOTECH, a corporation of Korea, having its registered office at ___ Korea(hereinafter referred to as "BIO"), and AGR  Gmbh, a corporation of Germany, having its principal office at ____, Germany(hereinafter referred to as "AGR").

WHEREAS, BIO has developed Bacterial complexes and owns patents in USA and other certain countries of the world with respect to Licensed Products(defined below) ; and

WHEREAS, AGR desires to acquire licenses under such BIO's patents; and produce  Licensed Products for sale in Germany, and

WHEREAS, BIO is willing to grant such licenses to AGR upon the terms and conditions set forth in this Agreement .

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

Article 1【 Definitions(정의) 】

1.  "Licensed Products" shall mean Bacterial complex for elimination of dioxin.

2. "Licensed Patents" shall mean US patents serial No.4,123,456 and US Patents  pending No.035,045.

3. "Licensed Territory" shall mean Germany, the country in which Licensed   Products are to be produced and distributed.

4. "Net Sales Amount" shall mean the total of the gross selling prices of Licensed Products sold by AGR but less the total of the following items ;

1) normal discounts actually granted ; and

2) insurance fees ; and

3) packing and transportation charges as invoiced separately to customers ; and

4) duties and sales taxes actually incurred and paid by AGR while such  amounts from 1) to 4) shall not be in excess of five(5)% for any other  reasons whatsoever.

Article 2【 Disclose of know-how(노하우 공개) 】

1. After the execution of this Agreement, BIO shall furnish AGR with its the method(protocol) of use & the process for the manufacture of the  Licensed  Products.

2. BIO will allow AGR's personnel to visit BIO's plant and laboratories if necessary and to assist them to get the information & data related to Licensed Products.

Article 3【 Grant of License(실시권의 허락) 】

1. BIO hereby grants to AGR a royalty-bearing, exclusive license to manufacture and/or sell Licensed Products within the territory of Germany

2. AGR is not allowed to export to other countries the Products manufactured by   AGR under this Agreement.

3. The license granted hereto shall not include the right to grant sublicense to others.

4. This grant is subject to the payment by AGR to BIO of all consideration as provided herein.

Article 4【 License Fee(기술대가) 】

In consideration of rights granted by BIO to AGR under this Agreement, AGR will pay BIO the following amounts :

1. A non-refundable initial payment in the amount of USD 380,000 due and payable within 30 days after the Effective Date specified in Article 7 ; and

2. A running royalty equal to 15 % of Net Sales Amount for Licensed Products sold by AGR per year ; and

3. A minimum yearly royalty of U$200,000 during each calendar year.

Article 5【 Payments (기술료 지급) 】

1. Royalty computation : The running royalty set forth in Article 4.1 above shall be computed and paid to BIO  by AGR within thirty(30) days after the end of  each quarter ending on March 31, June 30, September 30 and December 31(매분기별 지급조건인 경우).

2. AGR shall, at the time of each payment of the running royalty under Article. 4.1 above, furnish to BIO  a royalty report in suitable form prepared  by Chief Financial Officer of AGR, which shall describe the Net Sales Amount, based upon quantity and gross sales price of Licensed Products, as well as the names of Licensed Products.

3. In the event that AGR defaults on any of these payments, after thirty(30) days notice and an opportunity to cure, then ownership of all Patent Rights  will  automatically revert to BIO and AGR will take all actions reasonably requested by BIO for such purposes, including, without limitation, signing and  delivering any applicable assignments and other documents.

4. Any payment from AGR to BIO hereunder shall be made by means of telegraphic transfer remittance in U.S. Dollars to the following bank account of BIO ;

1) The Bank name :

2) Account No.

Article 6【 Accounting and Audit(회계감사) 】

With respect to the running royalty set forth in Section 4.1 above, AGR shall keep full, clear and accurate records and accounts for Licensed Products subject to royalty for a period of three(3) years. BIO shall have the right, through a person(s) appointed by BIO, to audit not more than once in each calendar year and during normal business hours, all such records and accounts to the extent necessary to verify that no underpayment has been made by AGR hereunder.

Article 7【 Effective Date & Termination(계약발효일 및 종료) 】

1. This agreement shall become effective on the date when the sample test is accepted by AGR, based on BIO's 1st test done on the sample provided by AGR, subject to BIO's receipt of the initial payment specified in Article.4.1.

2. This Agreement shall be effective for an initial period of five(5) years from the Effective Date. After the end of this period, this Agreement shall expire without notice or any judicial proceedings.

3. In the event of a breach of this Agreement by one party hereto, and if such breach is not corrected within ninety(90) days after written notice complaining thereof is received by such party, the other party may terminate this Agreement forthwith by written notice to that effect to such party.

4. BIO shall also have the right to terminate this Agreement forthwith by giving written notice of termination to AGR at any time upon or after :

1) the filing by AGR of a petition in bankruptcy or insolvency ; or

2) any adjudication that AGR is bankrupt or insolvent ; or

3) the filing by AGR of any legal action or any law relating to bankruptcy or insolvency ; or

4) the appointment of receiver for all or substantially all of the property of AGR ; or

5) the making by AGR of any assignment for the benefit of creditors ; or

6) the institution of any proceedings for the liquidation or winding up of AGR 's business or for the termination of its corporate charter ; or

7) the assignment to third party of all or substantially all of the asset of AGR

5. In the event of any termination due to a default by AGR, all Royalties and other payments to be paid by AGR and all reports required to be made hereunder shall continue to be paid /made as if this Agreement has not terminated only with respect to the Licensed products manufactured upon to the date of termination.

Article 8【 New Patents(신 특허) 】

A new patent derived from any improvement over inventions covered by the Licensed Products is owned by BIO and the non-exclusive license shall be granted to AGR at a reasonable royalty, if invention is made solely by BIO. Detailed terms and conditions for such license shall be separately agreed upon between the parties.

Article 9【 Confidentiality(비밀유지) 】

The parties hereto shall keep the terms and conditions of this Agreement (except the existence of this Agreement) confidential and shall not divulge the same or any part thereof to any third party except :

1. with the prior written consent of the other party ; or

2. to any governmental body having jurisdiction to request and to read the same ; or

3. as otherwise may be required by law or legal process.

Article 10【 Governing Law & Arbitration(준거법 및 중재) 】

1. The construction and performance of this Agreement shall be governed by and shall be subject to the laws of Korea.

2. Any controversy or claim arising out of or in relation to this Agreement, or any breach thereof, which cannot be amicably settled between the parties hereto, shall be finally settled by arbitration. The arbitration shall take place in Seoul, before three(3) arbitrators in accordance with the Arbitration Rules of the Korean Commercial Arbitration Board then in effect. The proceedings shall be conducted in English. The award rendered by the arbitrators shall be  final and binding upon both parties.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed in duplicate on the date first written.

BIOTECH                                      AGR   Gmbh

By:                                           By:

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Name:                                         Name:

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