Sales Agreement Contract

THIS EXCLUSIVE LICENSE AND SALES AGREEMENT (“ Agreement ”) is made and entered into as of February 24, 2009 (the “ Effective Date ”), by and between Zevotek, Inc., a Delaware corporation located at134 Cedar Street, Nutley, NJ 07110 (“ Licensee ”), Jason Ryu, an individual residing at 547A Orchard Avenue, Palisades Park, New Jersey (collectively, “ Licensor ”).

A.          Licensor is the owner of the Licensed Intellectual Property (as defined below).

B.           On May 22, 2007, Licensor and Licensee entered into that certain License and Supply Agreement (the “Original Agreement” ) pursuant to which Licensor granted Licensee an exclusive, commercial license to market, distribute, sell and manufacture the Ionic Bulb Product and the patents underlying the Ionic Bulb Product set forth under the term “Ionic Bulb Patents” on Exhibit A hereto (the “Ionic Bulb Patents” ) which Original Agreement currently continues on a non-exclusive basis.

C.           Licensor and Licensee wish to renegotiate the Original Agreement to amongst other things, reclaim the license for the Ionic Bulb Products on an exclusive basis.

1.             Definitions .

1.1             “ Affiliate ” means any person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified.

1.2             “ Change of Control ” means (a) the sale, leasing, licensing (on an exclusive basis) or otherwise disposing of all or substantially all of the assets of the Licensee or of any subsidiary of the Licensee (other than the leasing or licensing of assets or technologies to an Affiliate of the Licensee), (b) the consolidation or merger of the Licensee or any subsidiary of the Licensee with any other corporation or entity, or the consolidation or merger of any other corporation or entity into the Licensee or any subsidiary of the Licensee, (c) the approval by the shareholders of the Licensee of any plan or proposal for the liquidation or dissolution of the Licensee, or (d) the acquisition by any person or entity of “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50 percent of the combined voting power of the Licensee’s securities ordinarily having the right to vote at elections of directors (other than the current “beneficial owners” of the outstanding securities of the Licensee).

1.3             “ Consulting Term ” has the meaning set forth in Section 7.3.2.

1.4             “ Licensed Intellectual Property ” means all of the Licensor’s right, title and interest in and to all of the Licensed Patents and Licensed Trademarks, all knowledge, information, know-how, discoveries, procedures, devices, techniques, programs, inventions, creations, methods, formulas, software, designs, drawings, works of authorship or other technical information related to such Licensed Patents and Licensed Trademarks which has been developed by or on behalf of Licensor as of the date of this Agreement.

1.5             “ Licensed Patents ” means those patents, patent applications, letters patent and like protections of the United States or any other countries Patents as set forth on Exhibit A , including, without limitation, improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same.

1.6             “ Licensed Products ” means any product, service, component and/or tool of a system of products, sold, licensed, rented, leased, or otherwise offered by the Licensee (or a sub-licensee) or an Affiliate of the Licensee (or a sub-licensee of such Affiliate), (i) but for this Agreement would be an infringement of any claim of any Licensed Patent, that has neither expired nor been declared invalid by a court from which no appeal has been or can be taken, or (ii) but for this Agreement would be an infringement of any Licensed Trademark.

1.7             “ Licensed Trademarks ” means those trademarks and service mark rights set forth on Exhibit B , whether or not registered, applications to register and registrations of the same and like protections, and the entire goodwill of the business of the Licensor connected with or symbolized by such trademarks.

1.8             “ Losses ” has the meaning set forth in Section 9.1.

1.9           “ Net Profits   means , with respect to sales of the Licensed Products by Ryu or any Sales Associate hired by Ryu, all revenues generated by sales of the Licensed Products less the sum of (i) costs of goods sold and (ii) selling general and administrative expenses (including, without limitation, any and all financing costs, legal expenses and other promotional and marketing expenses, including press releases).

2.             License Grant .

2.1             License .

 2.1.1           Licensor grants to Licensee, upon and subject to the terms and conditions of this Agreement, for the Term of this Agreement, a worldwide, exclusive license (the “License” ) to manufacture, have manufactured, market, use, sell, distribute and advertise Licensed Products.

 2.1.2           If either (a) the Licensee fails to file its quarterly and annual reports by the due date for such report (including, if applicable, any extensions permitted under Rule 12b-25 of the Securities Exchange Act of 1934, as amended) or (b) the Licensee’s Common Stock (as defined in Section 3.1 below) is not quoted on the OTCBB on or before February 14, 2010, then the License shall (unless Licensee exercises the Option set forth under Section 3.2 below) continue on a non-exclusive basis

2.2             Sub-License .   Licensee shall have the right to grant sublicenses with respect to the Licensed Products upon written approval by Licensor, which written approval shall not be unreasonably withheld.

3.1            In consideration of the license which Licensor has granted, Licensee shall issue fifty million (50,000,000) shares (the “Shares” ) of the Licensee’s common stock, par value $0.00001 per share ( “Common Stock” ) in the name of Jason Ryu ( “Ryu )  The Shares shall fully vest immediately with Ryu as of the effective date of this Agreement and the certificates representing theses Shares should bear the following legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”).  THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER’S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT.

3.2            If, pursuant to 2.1.2 the License is to be converted from exclusive to non-exclusive, the Licensee, at it option (the “Option” ), may issue to Ryu an additional amount of shares of Common Stock equal to $90,000 (based upon the average of the closing prices for the Company’s Common Stock on the 10 days preceding notice by the Company of its option under this Section 3.2), the exercise of such Option shall cause the License to continue on an exclusive basis

4.             Term and Termination .

4.1             Term .  The term of this Agreement and the license granted hereunder (the “ Term ”) shall continue in full force from the Effective Date and thereafter from year to year unless earlier terminated pursuant to Section 4.2 hereof.

4.2             Termination . This Agreement may only be terminated as follows:

 4.2.1           by mutual consent of all parties;

 4.2.2           in the event of a material breach of this Agreement, by the non-breaching party if (a) such non-breaching party has given notice of the material breach to the breaching party, and (b) the breaching party has not cured the material breach within thirty (30) days after the notice has been sent; provided, however, that the parties agree that any breach of Section 7.3 shall not be sufficient to terminate the License granted under Section 2.1 above; or

4.2.3            in the event of a Zevotek Bankruptcy Event.

5.             Licensor Representations and Warranties .

5.1             Organization, Standing, Etc .  Ryu has the requisite power and authority to own, lease or operate the Licensed Intellectual Property.

5.2             Corporate Acts and Proceedings .  This Agreement has been duly authorized by all necessary action on behalf of the Licensor, has been duly executed and delivered, is a valid and binding agreement on the part of the Licensor and is enforceable against the Licensor in accordance with its terms.

5.3             Compliance with Applicable Laws and Other Instruments .  Neither the execution nor delivery of, nor the performance of or compliance with, this Agreement nor the consummation of the transactions contemplated hereby or thereby will, with or without the giving of notice or passage of time, result in any breach of, or constitute a default under, or result in the imposition of any lien or encumbrance upon any of the Licensed Intellectual Property pursuant to, any agreement or other instrument to which the Licensor is a party or by which it or any of the Licensed Intellectual Property is bound or affected.  The Licensor is not subject to any restriction that would prohibit it from entering into or performing its obligations under this Agreement.

5.4             Patents and Other Intangible Rights .

5.4.1            Licensor is the sole owner of and owns all right, title and interest in and to the Licensed Intellectual Property and has the sole, exclusive and unencumbered right to license the Licensed Intellectual Property.

5.4.2            Neither the Licensed Intellectual Property, the use thereof, nor the manufacture, marketing, use, sale, distribution, or advertisement of Licensed Products infringe upon or otherwise act adversely to any patent right, trademark right, common law, proprietary or other right of another or require the consent of any third party.

5.4.3            Licensor has made no assignment of the Licensed Intellectual Property to a party other than Licensee and is under no obligation to make any assignment of the Licensed Intellectual Property therefor to any other party.

5.4.4            Licensor is not aware of any prior art which would preclude the issuance of any pending patent application which is part of the Licensed Intellectual Property.  Each of the patent applications which are part of the Licensed Intellectual Property was properly filed and is being diligently prosecuted, and none of these patent applications is under final rejection.  There are no interferences, oppositions, or inventorship challenges pending or contemplated with respect to any patents or patent applications that are part of the Licensed Intellectual Property.

5.5             Access to Information .   Ryu represents that he has been given full and complete access to the Licensee for the purpose of obtaining such information as  Ryu or his qualified representative has reasonably requested in connection with the decision to accept Common Stock under this Agreement.  Ryu represents that he has reviewed copies of the reports filed by the Licensee with the Securities and Exchange Commission.  Ryu represents that he has been afforded the opportunity to ask questions of the officers of the Licensee regarding its business prospects and the Common Stock, all as Ryu or Ryu’s qualified representative have found necessary to make an informed investment regarding the Common Stock.

5.6           Restricted Securities .

5.6.1            Ryu has been advised that the Shares and the Incentive Shares have not been registered under the Securities Act or any other applicable securities laws and that Shares and the Incentive Shares are being offered and sold pursuant to Section 4(2) of the Securities Act, and that the Licensee’s reliance upon Section 4(2) is predicated in part on Ryu’s representations as contained herein.  Ryu acknowledges that the Shares and the Incentive Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act.  The Shares and the Incentive Shares may not be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of the Licensee’s counsel, an applicable exemption from registration is available.

5.6.2            Ryu represents that he is acquiring the Shares and the Incentive Shares for his own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws.

5.6.3            Ryu acknowledges that an investment in the Shares and the Incentive Shares is not liquid and is transferable only under limited conditions.  Ryu acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available.  Ryu is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Shares and the Incentive Shares.

5.7            Sophistication and Ability to Bear Risk of Loss . Ryu acknowledges that he is able to protect his interests in connection with the acquisition of the Shares and the Incentive Shares can bear the economic risk of investment in such securities without producing a material adverse change in Ryu’s financial condition.  Ryu, either alone or with the Ryu’s representative(s), otherwise has such knowledge and experience in financial or business matters that Ryu is capable of evaluating the merits and risks of the investment in the Shares and the Incentive Shares.

5.8            Preexisting Relationship . Ryu has a preexisting personal or business relationship with the Licensee, one or more of its officers, directors or controlling persons.

6.             Licensee Representations and Warranties .

6.1            Organization, Standing, Etc .  The Licensee is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has the requisite corporate power and authority to own, lease or operate its properties and to carry on its business as it is now being conducted and as it is presently proposed to be conducted.

6.2            Corporate Acts and Proceedings .  This Agreement has been duly authorized by all necessary action on behalf of the Licensee, has been duly executed and delivered, is a valid and binding agreement on the part of the Licensee and is enforceable against the Licensee in accordance with its terms.

6.3            Compliance with Applicable Laws and Other Instruments .  Neither the execution nor delivery of, nor the performance of or compliance with, this Agreement nor the consummation of the transactions contemplated hereby or thereby will, with or without the giving of notice or passage of time, result in any breach of, or constitute a default under any agreement or other instrument to which the Licensee is a party, and will not violate its articles of incorporation, bylaws, or any other of its governing documents.  The Licensee is not subject to any restriction which would prohibit it from entering into or performing its obligations under this Agreement.

                7.            Covenants .

7.1            Confidentiality .  The parties realize that some information received by one party from the other pursuant to this Agreement may be confidential.  It is therefore agreed that any information received by one party from the other, and clearly designated in writing as “CONFIDENTIAL,” shall not be disclosed by the receiving party to any third party and shall not be used by the receiving party for purposes other than those contemplated by this Agreement, including but not limited to the use of the Licensed Intellectual Property, for the term of this Agreement and for a period of five (5) years thereafter, unless, or until:

7.1.1            said information shall become publicly known through no fault of the receiving party, or

7.1.2            said information was already in the receiving party’s possession prior to the disclosure of said information to the receiving party, or

7.1.3            said information shall be subsequently disclosed to the receiving party by a third party who is not under any obligation of confidentiality to the disclosing party, or

7.1.4            said information is independently developed by the receiving party.

It is to be understood that specific information that has been disclosed to the receiving party shall not be deemed to be available to the public or in the receiving party’s prior possession merely because it was embraced by more general information available to the public or in the prior possession of the receiving party.  All information deemed Confidential will be marked “Confidential.”  All oral exchanges of Confidential Information shall be reduced to writing within 30 days of disclosure by the disclosing party, marked “Confidential” and a copy provided to the receiving party.

7.2            Non-Competition .

7.2.1            During the Term of this Agreement, Licensor shall not, and shall cause all of its Affiliates not to, engage directly or indirectly in the manufacture, marketing, use, sale, distribution or advertisement of any Licensed Products, except as specifically set forth in this Agreement.  If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 7.2 is invalid or unenforceable, the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to re