EXCLUSIVE TECHNOLOGY RIGHTS AGREEMENT

1.

In this Agreement the following words, phrases and expressions shall have the following meanings:

a)

“Loop field Technology” means a process for, inter alia, allowing for the transfer of heat energy from the earth or water with application directly relating not only to the Essential Innovations line of proprietary Geoexchange products and for other heating, domestic hot water production and cooling applications. The technology specifically relates to a new extremely const effective and highly efficient method of designing, engineering, and installing the required geothermal loop-field infrastructure to deliver and transfer heat energy to the geothermal heat pump equipment utilized for performing heating, cooling and domestic hot water production to residential, commercial or institutional project applications, and for which a patent Application is to be filed in the United States Patent and Trademark Office within the next 60 days, and:

(i)

any patent or patents now or hereafter granted in regard thereto, including any and all renewals, divisions, continuations, continuations-in-part, reissues, extensions or additions of or to the aforesaid patent; and

(ii)

all designs, improvements, discoveries, concepts, ideas, knowledge and inventions, related to above technology, whether or not capable of industrial or intellectual property protection under any applicable legislation, made or conceived or reduced to practice by the Inventor, his employees, agents or independent contractors or consultants retained by him;

b)

“Trade-Mark” means the trademark or trademarks of all products manufactured by Essential Innovations and its affiliates.

c)

“Territory” means “ALL COUNTRIES OF THE WORLD excluding those in Asia”

d)

“Parties,” means Essential Innovations Corp., Essential Innovations Technology Corp., Earth Source Energy, and HEET, “the Inventor”, and

e)

“Know-how” means the technical information, knowledge and expertise concerning the design, construction, operation and use of the Technology, and all feasibility studies, design engineering, construction drawings and operational knowledge and conditions, plus all knowledge and information in regard to the marketing of products derived from the Technology.

a)

Inventors hereby grant exclusive marketing and distribution and applications agreement to Essential Innovations for the exclusive rights to the use of the Inventors patent-pending technology for use within Geothermal Heating and Cooling and any other HVAC related application throughout the Territory (as hereinafter defined)

b)

The parties shall co-operate in the development and marketing of the Technology and in such regard shall inform each other of all Know-how that is for the benefit of marketing and application but that is not considered part of the HEET patent process.

c)

In consideration of the transfer of exclusive rights for the specific application, the Inventors shall be entitled to receive, and Essential shall pay to HEET 18% of the gross project value on commercial or institutional applications, and will pay to HEET 10% on residential value of each individual project with the following payment schedule to HEET based on their

d)

Payment of Stock/Options: In relation specifically to the Technology application for Geothermal Heating and Cooling and any other HVAC related application Essential Innovations Technology Corp. will grant to the inventors on signing:

(i)

50,000 fully paid and non-assessable common shares of “ESIV” (public trading symbol) of Essential Innovations Technology Corp., and 50,000 options of ESIV @ $.50/share with a 5 Year exercise date

(ii)

Pursuant to continued R&D on the part of Essential and it being proved that the Technology can be applied within the field of Geothermal Heating and Cooling and any other HVAC related application as Essential believes, then Essential will grant to the inventors an additional:

(iii)

Essential agrees here to a period of a maximum of 6 months from the date of signing in order to complete their required R&D; if the technology is unsuccessful, then no further shares or options are issuable.

e)

Report of Technology Sales: Within 30 days following the close of the first calendar quarter in which there are any revenues generated from the Technology, Essential shall provide Inventors with a written report showing the sales in such quarter and the amount of Royalty payable with respect thereto, certified by the accountant for Essential. Thereafter, within 30 days following the close of each calendar quarter, Essential shall provide Inventors with a written reporting showing the amount of sales in such quarter and the amount of Royalty payable with respect hereto.

f)

Examination of Books and Records: Upon the written request of Inventors and, except as otherwise provided below, at Inventors’ expense, Essential shall allow and make available on an annual basis its books and records to be examined and audited by a registered auditing firm for the purpose of determining compliance with payment obligations under this Agreement. If such audit discloses any discrepancy in the amount paid, the appropriate adjustment shall be made immediately thereafter. To the extent of an overpayment, the amount due from Inventors shall be deducted from future payments. In the event that any such examination or audit shall determine that the actual payment for any period was less than 95% of the amount properly payable, or was greater than the amount that should have been paid, Essential shall pay the reasonable expenses actually incurred by Inventors in connection therewith, in addition to all previously unpaid amounts. Inventors and its representatives shall not use or disclose such books and records, nor any of the specific information contained therein, to any third parties except as reasonably necessary if Essential is in breach of this Agreement.

a)

If a patent is issued for the Technology and subsequent thereto any person other than Inventors, Essential or an authorized licensee of Essential, is utilizing technology which appears to infringe any patents or trademarks issued with respect to the Technology both parties shall share expense to take all reasonable steps to terminate or enjoin the apparent infringement thereof further agreeing to cooperate in such proceedings and perform all acts and execute all documents, and participate in any suit to terminate or enjoin such infringement as may be necessary or desirable, and in such event any damage award or settlement shall enure to the joint benefit of both parties.