Exclusive Licensing Agreement Letter

DATE:

August 15, 2008

Constant Environment, Inc.

With Head Office at:

1310 Contour Drive, Mississauga, Ontario.  Canada.  L5H 1B2

(Hereafter referred to as LICENSEE)

                       and,

  Micro Climate Technology Inc.

With Head Office at:

4271 Longmoor Drive, Burlington, ON.  Canada.  L7L 5A4

(Hereafter referred to as LICENSOR.)

PRODUCT & SERVICE being Licensed:

Exclusive rights to the LICENSOR’S patented Micro Climate Generator technology, designs, MCG30 Micro Climate Generator technology and design, and all related consulting and sales opportunities that arise from the technology.  

TERRITORY:

All territories, domestic & International

TERM:

Renewable five (5) year term that becomes perpetual once MAXIMUM ROYALTY condition is met.  

TERM RENEWAL or EXTENSION:

The agreement will automatically be renewed for an additional TERM once the MINIMUM ROYALTY is achieved.   If the MINIMUM ROYALTY is not achieved during the TERM of the agreement, the LICENSEE will have an option during the following three months to pay the LICENSOR the outstanding balance to renew another TERM.  The Term can also be renewed and extended at anytime during term by mutual consent, and LICENSOR will give LICENSEE first opportunity to renew agreement as long as LICENSEE is active in their effort to promote and sell the PRODUCT & SERVICE.

CONDITIONS:

·

LICENSOR agrees to provide LICENSEE with unrestricted and exclusive rights to the Micro Climate Generator technology, designs, drawings, technical documentation, material lists, and technical support.

·

LICENSEE and associated companies and agents agree to produce, market, and sell the products and associated consulting services.  

·

Once the LICENSEE’S cumulative royalty payments meet the MAXIMUM ROYALTY amount, the LICENSEE will no longer be obligated to make royalty payments and will have exclusive and unrestricted rights to the licensed PRODUCT & SERVICE.