EXCLUSIVE LICENSE AGREEMENT

Exhibit 10.1

E XCLUSIVE L ICENSE A GREEMENT

T HIS IS AN E XCLUSIVE L ICENSE A GREEMENT (“ Agreement ”) entered into this 30th day of June, 2005 (the “Effective Date”), by and among K NOLL V ENTURES , I NC . (“Knoll”), a Canadian corporation with a place of business at                                  , and DDS T ECHNOLOGIES USA, I NC . (“ DDS ”), a Delaware corporation with a place of business at 150 East Palmetto Park Road, Suite 510, Boca Raton, FL 33432.

R ECITALS

N OW T HEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

A GREEMENT

1. Definitions. Capitalized terms used in this Agreement shall have the following meanings:

“AAA” shall have the meaning assigned to it in Subsection 14.3 (“Arbitration”).

“Authorized Purpose” shall mean the operation of Machines and Enhanced Machines solely to process and/or extract metals and other materials from mines, mine waste or tailings physically located in the Authorized Territory.

“Authorized Territory” shall mean, subject to Subsection 2.4 (“Exclusivity and Additional Territory”), collectively the United States of America, Canada and Mexico.

“Claims” shall have the meaning assigned to it in S ECTION 12 (“I NDEMNITY ”).

“Confidential Information” shall have the meaning assigned to it in S ECTION 8 (“C ONFIDENTIAL I NFORMATION ”).

“Disclosing Party” shall have the meaning assigned to it in S ECTION 8 (“C ONFIDENTIAL I NFORMATION ”).

“Effective Date” shall have the meaning assigned to it in the first paragraph of this Agreement.

“Enhanced Machines” shall have the meaning assigned to it in Subsection 4.1 (“Enhancements”).

“Enhancements” shall have the meaning assigned to it in Subsection 4.1 (“Enhancements”).

“Indemnified Party” shall have the meaning assigned to it in S ECTION 12 (“I NDEMNITY ”).

“Indemnifying Party” shall have the meaning assigned to it in S ECTION 12 (“I NDEMNITY ”).

“Machines” shall mean DDS machines as exist as of the Effective Date.

“New Country Fee Records” shall have the meaning assigned to it in Subsection 6.3 (“Audit”).

“New Country Fees” shall have the meaning assigned to it in Subsection 6.1 (“New Country Fees”)

“Patents” shall mean patents, utility models and applications therefor, including any and all divisionals, continuations, re-examinations, renewals, provisionals, continuations-in-part, or re-issues owned or licensable by DDS (including without limitation U.S. Pat. No. 6,848,582), and which are in existence as of the Effective Date or which come into existence at any time thereafter and embody any Trade Secrets, and including any and all Enhancements.

“Receiving Party” shall have the meaning assigned to it in S ECTION 8 (“C ONFIDENTIAL I NFORMATION ”).

“Royalties” shall have the meaning assigned to it in Subsection 5.1 (“Royalties”).

“Sulfur Agreement” shall mean that certain “Exclusive License Agreement” by and among Knoll, DDS and Sulfur Solutions, Inc., a wholly-owned subsidiary of Knoll, and entered into on or around February 18, 2005.

“Sulfur Solutions” shall mean Sulfur Solutions, Inc., a wholly-owned subsidiary of Knoll, for whom Knoll shall be deemed an agent for purposes of this Agreement.

“Term” shall have the meaning assigned to it in S ECTION 7 (“T ERM , T ERMINATION AND E XTENSION ”).

“Trade Secrets” shall mean all ideas, concepts, know-how, formulas, techniques, procedures, and other non-public information regarding the use or operation of Machines or Enhanced Machines on or before the Effective Date, including without limitation materials described as such in E XHIBIT A (“T RADE S ECRETS ”), and including any and all Enhancements.

2. T RADE S ECRET AND P ATENT L ICENSES .

2.1 Trade Secrets. Subject to Knoll’s performance hereunder, including without limitation the timely payment of Royalties, DDS hereby grants to Knoll solely during the Term, the following licenses:

A. an exclusive (both as to DDS and all third parties, and subject to Subsection 2.4(A) (“Exclusivity”) ), transferable (as described in Subsection 14.10 (“Assignment”) ), Royalty-bearing license (with the right to grant sublicenses), to use such Trade Secrets solely for the Authorized Purpose; and

B. a non-exclusive, transferable (as described in Subsection 14.10 (“Assignment”) ), Royalty-bearing license (with the right to grant sublicenses) to sell metals and other materials which are derived pursuant to Subsection 2.1(A) to third parties outside the Authorized Territory.

2.2 Patents. Subject to Knoll’s performance hereunder, including without limitation the timely payment of Royalties, DDS hereby grants to Knoll solely during the Term and solely in the Authorized Territory, the following licenses:

A. an exclusive (both as to DDS and all third parties, and subject to Subsection 2.4(A) (“Exclusivity”) ), Royalty-bearing license (with the right to grant sublicenses), solely for the Authorized Territory, to use the Patents, and practice any claims thereof, solely for the Authorized Purpose; and

B. a non-exclusive, transferable (as described in Subsection 14.10 (“Assignment”) ), Royalty-bearing license (with the right to grant sublicenses) to sell metals and other materials derived pursuant to Subsection 2.2(A) to third parties outside the Authorized Territory.

2.3 Enhancements. With respect to any future Trade Secrets or Patents regarding any Enhancements which shall be owned by DDS as described in Subsection 4.1 (“ Enhancements ”), the licenses described in Subsection 2.1 (“Trade Secrets”) and in Subsection 2.2 (“ Patents ”) shall apply to such Trade Secrets and Patents, subject to all of the applicable terms and conditions set forth herein or in this Agreement.

2.4 Exclusivity and Additional Territory.

A. Exclusivity. The parties understand and agree that, subject to Knoll’s performance under this Agreement and subject to Subsection 2.4(B) (“ Additional Territory ”), DDS shall not grant any licenses or sublicenses to any third parties with respect to any Patents or Trade Secrets to allow such third parties to process and/or extract metals and other materials from mining, mine waste or tailings anywhere in the world for a period of three (3) years from the Effective Date.

B. Additional Territory. At the end of the three (3) year period described in Subsection 2.4(A) (“Exclusivity”), Knoll shall be entitled to add such countries and regions in which Knoll has established a significant commercial presence (with respect to the processing and/or extraction of metals and other materials from mining, mine waste, tailings or other feed stock pursuant to this Agreement) to the Authorized Territory as Knoll may wish upon written notice to DDS given no later than sixty (60) days after the end of such three (3) year period, subject, however, to all of the terms and conditions set forth in this Agreement. The parties understand and agree that thereafter the provisions of Subsection 2.4(A) (“Exclusivity”) shall no longer apply outside the Authorized Territory as such Authorized Territory may have been added to as hereinabove provided, but that the obligation of Knoll to pay New Country Fees to DDS as described in Subsection 6.2 (“Payment”) shall apply. The addition of such countries and regions by Knoll shall be at no additional cost to Knoll but shall also be subject to the Royalty obligations set forth herein.

2.5 Sublicenses. All sublicenses granted by Knoll as provided in this S ECTION 2 (“ T RADE S ECRET AND P ATENT L ICENSES ”) shall be in a commercially reasonable, legally enforceable and written form, and shall be no less protective of DDS’s rights (including without

limitation DDS’s rights with respect to its Confidential Information”) than this Agreement. Knoll shall identify all sublicensees to DDS promptly and in writing, and shall ensure that such sublicensees are at all times in full compliance with the terms of such sublicense agreements.

3. S ALE OF M ACHINES .

3.1 Sulfur Agreement. The parties acknowledge that, as of the Effective Date, DDS has contracted to deliver to Knoll and Sulfur Solutions certain Machines pursuant to the Sulfur Agreement, and that such Machines shall be subject to the terms of both the Sulfur Agreement and this Agreement; provided, however, that in the event of a conflict between the terms thereof, the terms of this Agreement shall prevail, and that further that Machines under this Agreement shall in no event include those described in Subsection 3.2 (“ Initial Machine Sale ”) of the foregoing Sulfur Agreement.

3.2 Sample. The parties further acknowledge that, as of the Effective Date, Knoll has delivered to DDS a small sample of mining waste for examination and inspection by DDS for testing in a Machine pursuant to the licenses granted to Knoll in S ECTION 2 (“ T RADE S ECRET AND P ATENT L ICENSES ”).

4. E NHANCEMENTS .

4.1 Enhancements. Knoll will operate one (1) or more Machines located at its premises in Calgary, Alberta, Canada for the Authorized Purpose and shall evaluate the performance thereof for no longer than sixty (60) days from the Effective Date. As a result of such evaluation Knoll may recommend to DDS certain improvements, enhancements and customizations thereto which are in Knoll’s reasonable judgment necessary or desirable to improve the performance of such Machine (collectively, “Enhancements”). Such Enhancements shall belong solely to DDS, and Knoll shall take all steps, both during and after the Term, reasonably required by DDS to assign all rights therein to DDS (with DDS to promptly reimburse Knoll for its reasonable, out of pocket costs in connection therewith), and to properly document and record such ownership and assignment. At such time as any of the Enhancements are incorporated into a Machine, such Machine shall be referred to as an “Enhanced Machine.”

4.2 Use of Machines and Enhanced Machines. Knoll shall agree that it shall not, to the extent permitted by law or good commercial practice, use, or permit or encourage the use of, Machines or Enhanced Machines purchased by Knoll for any purpose other than the Authorized Purpose.

4.3 Buy Back Rights. In the event of any expiration or termination of this Agreement, or prior to any contemplated sale, lease, license, consignment or any other transfer of any Machine or Enhanced Machine by Knoll to any third party, Knoll shall give no less than forty-five (45) days’ written notice thereof to DDS, and shall afford DDS the opportunity to purchase all or some of such Machines or Enhanced Machines (at DDS’s discretion) ***. In the event that DDS declines to purchase any such Machines or Enhanced Machines, Knoll may proceed with the foregoing sale, lease, license, consignment or other transfer of such Machines or Enhanced Machines. The parties understand and agree that any agreements for sale of Machines or Enhanced Machines to third parties (including without limitation any sublicensees of Knoll) by DDS shall contain an analogous “buy back” provision; provided; however, that it shall not be an obligation of Knoll hereunder to arrange for the re-sale or return of such Machines or Enhanced Machines to DDS.

5. R OYALTIES AND P AYMENT .

5.1 Royalties. In addition to payment for the purchase of Machines and Enhanced Machines, Knoll shall also pay to DDS certain royalties (“Royalties”) to be calculated as follows, based on amounts paid to Knoll by third parties for metals or other materials which are produced using such Machines or Enhanced Machines, or for sublicenses or other rights granted pursuant to this Agreement:

A. Where Knoll uses Machines or Enhanced Machines to process mine waste or tailings for the extraction of metals and other materials, the Royalty paid to DDS shall be based on a percentage of gross revenue received by Knoll in connection therewith, to be calculated as follows: ***; and

B. Where Knoll grants any sublicenses of any rights hereunder, the Royalty shall be calculated as follows based upon all revenues received by Knoll in connection therewith:

5.2 Sublicensees. The Royalty obligation described herein shall, in every case, remain an obligation of each sublicensee, purchaser, assignee or other party or customer with whom Knoll shall enter into a transaction in which there is any direct or indirect grant of any DDS rights, by sublicense or otherwise, and the parties acknowledge that it is their mutual intention that Royalties to be paid to DDS will be substantially the same, regardless of whether sulfur or sulfur derivatives are processed by Knoll or by a sublicensee. To the extent that an adjustment in Royalty calculation shall be necessary in order to achieve such intention, the parties shall cooperate and negotiate in good faith to adjust the Royalty calculation accordingly.

5.3 Payment. Knoll shall pay Royalties to DDS on a calendar quarterly basis, thirty (30) days in arrears. Each payment of Royalties shall be accompanied by written documentation sufficient to explain to DDS’s reasonable satisfaction the amount and calculation of such Royalties. Knoll shall also provide on an annual basis a comprehensive, written report, certified as accurate by Knoll’s independent accountants, describing all Royalties due and paid, and the calculation thereof.

5.4 Audit. Knoll shall also maintain at all times written records of all metals and other materials sold, or contracted for sale, by or on behalf of Knoll pursuant to this Agreement in a form and format reasonably required by DDS (collectively, “Records”). Knoll shall maintain such Records solely at Lawson Lundell LLP 3700, 205 – 5 ^th Avenue S.W., Calgary,

Alberta T2P 2V7 and shall make such Records available for audit by DDS, or DDS’s accountants and representatives, upon reasonable notice (in no event less than two (2) nor more than five (5) business days’ notice). DDS shall conduct such an audit no more frequently than two (2) times each calendar year. In the event that any such audit reveals an underpayment of Royalties, Knoll shall immediately pay the amount of such underpayment plus interest thereon calculated at one and one-half percent (1.5%) of all owed and unpaid Royalties, or the highest rate allowed by law, whichever is lower. Where such audit reveals an underpayment of more than five percent (5%), and Knoll shall also reimburse DDS for its out of pocket expenses in connection with such audit. Knoll shall maintain all such Records for no less than five (5) years following the expiration or termination of this Agreement.

5.5 Currency. All