International License Agreement

THIS INTERNATIONAL LICENSE AGREEMENT (“ Agreement ”) is made as of this day of ______, 2006, ("Effective Date") by and between NanoLogix, Inc., a Delaware corporation having a place of business at 87 Stambaugh Avenue, Suite 2, Sharon, Pennsylvania 16146 (“ Licensor ”), and Nutra Pharma Corp., a California corporation having a place of business at 3473 High Ridge Road, Boynton Beach, Florida 33426 (“ Licensee ”) (each, a “ Party ” and together, the “ Parties ”).

WHEREAS, Licensor is the owner of certain Licensed Patents, Licensed Technology and trade secrets;

WHEREAS, Licensee desires to acquire a license for use of the Licensed Technology in the development, commercialization and sale of the Licensed Products within the Field of Use (as defined below), both domestically and internationally; and

WHEREAS, Licensor has the power and authority to grant Licensee such a license domestically and in certain countries;

NOW, THEREFORE, in consideration of the payments made and to be made to Licensor by Licensee and the mutual promises and covenants contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1.    Definitions.

As used in this Agreement, the following terms and variations thereof shall have the meanings below:

1.1    “ Affiliate ” and “ Affiliates ” mean any individual, corporation, subsidiary, affiliate, partnership, association, business, organization or other entity that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a Party and/or such entities. The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management or policies of an individual or entity, whether through the ownership of voting shares, by contract or otherwise.

1.2    “ Agreement ” has the meaning set forth in the preface to this Agreement.

1.3    “ Bankruptcy Code ” means the Bankruptcy Code of the United States, as amended.

1.4    “ Buffer Products " means certain of Licensor's products utilizing Licensor's trade secrets, including "AFZ", the "Adaptor Buffer" and other related formulas.

1.5    “ Calendar Quarter ” means each of the three-month periods ending March 31, June 30, September 30 and December 31 in any given calendar year.

1.6    " Calendar Year " means the 12-month period beginning January 1 and ending on December 31 in any given calendar year.

1.7    “ Effective Date ” has the meaning set forth in the preface to this Agreement.

1.8    “ Field of Use ” with regard to the Licensed Technology, Licensed Patent(s) and Licensed Product(s) means the detection and identification of human and veterinary identification of Atypical Mycobacteria, Tuberculosis, Mycobacterium Avium Intracellulare (MAI), Mycobacteria, Paratuberculosis, Nocardia and Pseudomonas for disease identification, and antibiotic assaying (but such assaying does not include antibiotic assaying when those antibiotics or compounds are derived from by-products obtained through growing microorganisms using Licensor’s IP) for determining the antimicrobial agent sensitivity of microorganisms to ascertain which antibiotics are efficacious against microorganisms in the field of health which may lead to drug discoveries; and excludes any other uses, including any use reserved for the Licensor as specified in the Realm of Use, and excludes kits for any other uses, which uses or kits are reserved to Licensor, including but not limited to uses, kits, or bioreactors pertaining to bioremediation, apoptosis, nanotechnology, biomems, microfluidic devices, the production of hydrogen and the identification and growing of over 32 different paraffin-eating and non-paraffin eating microorganisms to collect any microbial by-products of any kind, including antibiotics (all of which fall under the Realm of Use of the Licensor). Further, the Field of Use does not include any industrial use of the Licensed Technology, Licensed Patent(s) and Licensed Product(s). Whereas the Field of Use and the Realm of Use both provide for certain uses within the area of health, the Licensee, with regard to the Licensed Technology, Licensed Patent(s) and Licensed Product(s) is limited to only the uses within the areas of health that are specified in the Field of Use.

1.9    “ Force Majeure Event ” has the meaning set forth in Section 13.12.

1.10    “ Gross Sales Price ” means the greater of the gross sales price actually invoiced or collected by Licensee for Products sold by Licensee or any Affiliate of Licensee, less all returns and credits, of such gross sales price.

1.11    "Intellectual Property " or " IP " means any and all copyrights, patents, patent applications, trademarks, or trade secrets protectable by law from which the party asserting ownership has the right to prevent others in its use, or require payment for its use.

1.12    “ License ” or “ Licensed ” has the meaning set forth in Section 3.1.

1.13    “ Licensed Patents ” means only those Patents set forth in Exhibit A and does not include any of the Licensor’s Patents nor any other of Licensor's Intellectual Property not explicitly listed on Exhibit A as Licensed Patents.

1.14    “ Licensed Product ” and “ Licensed Products ” mean those products, including the Medical diagnostic kits and Buffer Products, as set forth on Exhibit B and incorporating one or more claims made in the Licensed Patents or incorporating other Intellectual Property belonging to Licensor. Licensed Products do not include products derived from any of the Licensor’s patents which are not listed on Exhibit A as Licensed Patents, except as otherwise expressly provided herein. Further, Licensed Products do not include products derived from any of Licensor’s currently pursued provisional, pending patents, and continuation patents, which remain the exclusive property of Licensor.

1.15    “ Licensed Technology ” means the Licensed Patents and Licensed Products and technology limited to the Field of Use described herein, or improvements developed by Licensee in connection with, related to, arising from, used in the making of and/or embodied in the Products and Patents listed in this Agreement, and such Licensed Technology, which covers human medical and veterinary products designed to identify 32 different paraffin eating microorganisms or which cover human medical and veterinary products designed for determining antimicrobial agent sensitivity, and are to be solely used by the Licensee for the detection and identification of human and veterinary identification of Atypical Mycobacteria, Tuberculosis, Mycobacterium Avium Intracellulare (MAI), Mycobacteria, Paratuberculosis, Nocardia and Pseudomonas for disease identification and for antimicrobial agent sensitivity assaying which may result in drug discovery applications, during the Term hereof. Licensed Technology does not include technology derived from any of the Licensor’s patents which are not listed on Exhibit A as Licensed Patents. Further, Licensed Technology does not include technology of Licensor's IP derived from any of Licensor’s currently pursued provisional, pending patents, and continuation patents, which remain the exclusive property of Licensor.

1.16    “ Licensee ” has the meaning set forth in the preface to this Agreement.

1.17    “ Licensor ” has the meaning set forth in the preface to this Agreement.

1.18    “ Licensee Indemnitees ” has the meaning set forth in Section 12.1.

1.19    “ Party ” and “ Parties ” have the meaning set forth in the preface to this Agreement.

1.20    “ Patent Rights ” shall mean (i) unexpired letters patent which have not been held invalid or unenforceable by a court of competent jurisdiction from which no appeal can be taken or has been taken within the required time period, including without limitation any substitution, extension, registration, confirmation, reissue, re-examination, renewal, supplementary protection certificate or any like filing thereof and (ii) pending applications for letters patent, including without limitation any provisional, converted provisional, continued prosecution application, continuation, divisional or continuation-in-part thereof together with all know-how owned, created and/or developed by Licensor in whole or in part.

1.21    “ Person ” means any individual, governmental authority, corporation, limited liability company, partnership, trust or other entity.

1.22    “ Realm of Use ” with regard to the Licensors use of the Licensed Technology, Licensed Patent(s) and Licensed Product(s) means the   use of the licensed technology, licensed patents and licensed products for all uses, including but not limited to (a)   hydrogen production applications (b) augmenting growth of microorganisms to collect any microbial by-products, including but not limited to hydrogen, antibiotics, or any chemical synthesis (c) bioremediation (d) apoptosis (e)   nanotechnology, (f) biomems, for all uses, including but not limited to medical uses, (g) microfluidic devices, for all uses, including but not limited to medical uses, (h) identification and detection of over 32 different paraffin-eating and non-paraffin-eating microorganisms, other than for the identification of Atypical Mycobacteria, Tuberculosis, Mycobacterium Avium Intracellulare (MAI), Mycobacteria, Paratuberculosis, Nocardia and Pseudomonas for disease diagnosis (unless associated with biomems, microfluidic devices, or nanotechnology),(i) testing for antimicrobial agent sensitivity of microorganisms included but not limited to using such technology for controlling growth of undesirable microorganisms in a bioreactor and using such technology to test the efficacy of antibiotic compounds or other compounds which may be collected as by-products from using the Licensed Technology to identify and grow microorganisms and (j) any industrial use whatsoever; but excludes using the Licensed Technology, Licensed Patent(s) and Licensed Product(s) for (a) the detection and identification of human and veterinary identification of Atypical Mycobacteria, Tuberculosis, Mycobacterium Avium Intracellulare (MAI), Mycobacteria, Paratuberculosis, Nocardia and Pseudomonas for disease identification test kits (unless associated with biomems, microfluidic devices, or nanotechnology) and (b)selling test kits or providing diagnostic services in the field of health for determining the antimicrobial agent sensitivity of microorganisms to ascertain which antibiotics are efficacious against microorganisms in the field of health diagnosis (unless associated with biomems, microfluidic devices, or nanotechnology). Whereas the Field of Use and the Realm of Use both provide for certain uses within the area of health, the Licensee, with regard to the Licensed Technology, Licensed Patent(s) and Licensed Product(s) is limited to only the uses within the areas of health that are specified in the Field of Use.

1.23    “ Robinson-Patman Act ” means the Robinson-Patman Antidiscrimination Act, as amended.

1.24    “ Royalty Fee ” and “ Royalty Fees ” mean the fees paid to Licensor by Licensee for the License.

1.25    “ Exclusive License ” means the Licensor undertakes not to grant the right to use the intellectual property hereby leased to Licensee within the Field of Use to any other licensee but Licensor reserves to right to use Licensor’s intellectual property hereby leased to Licensee for any use within the Realm of Use.

1.26    “ Sublicense ” means a license giving rights of production or marketing of products or services, given by the Licensee to a person or company that is not the primary holder of such rights, which comprise rights to the Licensed Patents, Licensed Technology and/or Licensed Products and a “Sublicensee” shall mean any person, company or other legal entity other than Licensee who has been granted by Licensee a Sublicense to the rights to the Licensed Patents, Licensed Technology and/or Licensed Products to make, use or sell the Licensed Product or Licensed Technology.

1.27    “ Term ” has the meaning set forth in Section 2.1.

1.28    “ Third Party ” and “ Third Parties ” mean one or more persons or entities other than Licensor, Licensee or their respective Affiliates.

1.29    “ United States ” means the United States of America and its possessions and territories.

2.    Effective Date and Term .

2.1   This Agreement shall be effective when all of the requirements and conditions provided under Section 13.19  Closing of Agreement and Conditions Thereto are met, including but not limited to the transfer of 4,593,170 shares of capital stock of Nanologix, Inc./Infectech, Inc to the Licensor and the execution of the Patent Assignment Agreement, in which event, this Agreement shall be effective as of the Effective Date recited on page one of the Agreement as long as the Agreement has been agreed upon and executed by the Parties and will continue in perpetuity until the latest expiration date of any Licensed Patent, or as long as Licensee sells any products within the Field of Use based upon any of the Licensed Patents, Licensed Products and/or Licensed Technology, whichever is later; or unless terminated earlier as expressly provided in this Agreement.

3.    Exclusive License within Field of Use.

3.1    Beginning on the Effective Date, Licensor hereby grants to Licensee an Exclusive License for the use of the Licensed Patents listed on Exhibit A limited to use within the Field of Use, with domestic and worldwide royalty-bearing license rights (“ License ”), limited to the United States and those countries for which Licensor has obtained patent protection, which is further limited to unexpired letters patent which have not been held invalid or unenforceable by a court of competent jurisdiction from which no appeal can be taken or has been taken within the required time period, and such rights further limited to the Field of Use, and to the following:

(a)    to make, have made, use, sell, import and sublicense the Licensed Technology solely within the Field of Use for the purposes of manufacturing, assembling, distributing, leasing, renting, performing research, and selling the Licensed Products solely within the Field of Use.

(b)    sublicensing or subcontracting the manufacture, assembly, distribution and sale of the Licensed Products solely to be used within the Field of Use.

3.2   Licensor will continue to actively pursue expansion of its patent protection internationally. As Licensor secures these protections, the License described in Section 3.1 shall cover use of the specific Licensed Patents, Licensed Products, and Licensed Technology in said countries, within the Field of Use.

3.3   Licensor retains all rights related to the Licensed Patents, Licensed Products, Licensed Technology, trade secrets and referred to in this Agreement, as well as all other Intellectual Property belonging to the Licensor, except as expressly stated in Section 3.1. Licensor may, at any time and without the consent of Licensee, assign or transfer its rights related to any of the Licensed Patent(s), Licensed Product(s) and/or Licensed Technology, for any use outside the Field of Use and not otherwise inconsistent with this Agreement.

3.4   Upon Licensee’s request, Licensor shall provide to Licensee copies of all reasonably related research, documents, and notes possessed by Licensor, including, but not limited to, the findings of Dr. Paul Hyman of Ohio State University. Licensee shall keep such information confidential as provided in Section 13.22 and elsewhere in this agreement.

4.    Royalties and Fees.

4.1   During the Term hereof, and in consideration of the License set forth in Article 3, Licensee agrees to pay Licensor a Royalty Fee which shall be equal to the greater of (a) the Minimum Royalty Fee, as described in Section 4.2, or (b) six percent (6%) of the Gross Sales Price of all products and/or services sold by Licensee or any of its Affiliates based upon, directly or indirectly, the Licensed Technology, Licensed Patent(s), Licensed Product(s ) and/or any direct or indirect utilization of trade secrets of the Licensor within the Field of Use during the Term, and upon any products or services sold by the Licensee within the Field of Use that are the result of the improvement on or development of additional Intellectual Property developed by the Licensee based upon the Licensed Technology, Licensed Patent(s), Licensed Product(s), and/or trade secrets of the Licensor, within the Field of Use, including all products sold within the Field of Use that include modifications, additions, enhancements and improvements to the Licensed Patents, Licensed Products, Licensed Technology and/or trade secrets of the Licensor.

4.2   Licensee shall pay to Licensor a Minimum Royalty Fee of $20,000 in the first calendar year, $20,000 in the second calendar year, $40,000 in the third calendar year, $80,000 in the fourth calendar year, and $160,000 in each calendar year after that, through the termination of this Agreement. This Minimum Royalty Fee due under this Agreement shall be reduced by any royalty amounts paid under the Patent Assignment Agreement executed contemporaneously with this Agreement.

4.3   If any Licensed Patent(s), Licensed Product(s), and/or Licensed Technology, or other Licensor trade secrets within the Field of Use is directly or indirectly a component of usage by the Licensee or Sublicensee, all Royalties Fees required in this Agreement must be fully paid or Licensee will be in breach of the Agreement.

4.4   The Royalty Fee for payments actually received (or discounted in the case of conditional contract sales and rentals) during each Calendar Quarter based upon invoiced sales will be paid to Licensor within sixty (60) days after the end of each Calendar Quarter, provided, however, that all Royalty Fees based upon any sales by a sublicensor or subcontractor (which also manufactures and assembles) shall accrue in the Calendar Quarter the sublicensing fees are received by Licensee, but shall accrue no later than the Calendar Quarter immediately subsequent to the Calendar Quarter in which the relevant sales were originally invoiced, regardless of whether licensee has or has not received payments from sublicensor or subcontractor.

4.5   Royalty Fee payments will be accompanied by account statements certified as accurate and complete by Licensee for each Calendar Quarter setting forth the amount of invoiced sales, payments received and credits in the aggregate and separately for each Licensed Product by serial number to the extent possible. If Licensor has not received any Royalty Fees payment within thirty (30) days of the date it is due and payable, Licensor may serve Licensee notice providing Licensee thirty (30) days to correct such payment deficiency, with interest, or be considered in breach of this Agreement.

4.6   Information regarding the gross revenues for all projects, uses and applications of Licensee shall be made available to the Licensor, with an indication made as to which utilized Licensor’s IP. Licensor shall be entitled to, on reasonable notice to Licensee, examine the books and records of any and all Licensed Product sa