“ Field” shall mean Personal Care Products, Color Cosmetics Products, OTC Color Cosmetics Products, Cosmetic Skin Care Products and OTC Skin Care Treatment Products.

“ Intellectual Property Rights ” shall mean all patent rights, copyright rights, moral rights, trade secret rights, and all other intellectual and industrial property rights, trade marks and service marks, whether or not registered or perfected, anywhere in the world, and all registrations, initial applications, renewals, extensions, continuations, divisions or reissues for any of the foregoing.

“Know-How” shall mean all inventions, discoveries, trade secrets, improvements, and information, whether or not patented or patentable, that have been developed by BioKool, which relate to or are used in conjunction with the development, manufacture, or use of the Licensed Ingredients.

“Licensed Ingredients” shall mean the ingredients, based on BioKool Mineral Technology, listed in Exhibit A.

“Net Sales” shall mean amounts actually received by Licensee from the sales of  Products, less the following deductions: (i) rebates, and any trade, cash and quantity discounts offered by Licensee; (ii) taxes on sales (such as sales or use taxes) to the extent added to the sales price; (iii) value added taxes when included as part of the sales price and not refunded to the payor; (iv) freight, insurance, and other transportation charges; and (v) amounts repaid or credited by reason of rejection, defects, or returns or because of retroactive price reductions.

“OTC Color Cosmetics Products” shall consist of OTC products containing pigments and dyes intended for beautification enhancement, and which may also be intended to protect or promote healthy skin conditions or treat skin disorders.

“OTC Skin Care Treatment Products” shall mean OTC products intended to protect and promote healthy skin conditions or treat skin disorders.

“Over-the-Counter Products” or “OTC Products” shall mean compositions that are sold Over-the-Counter (“OTC”) and regulated by the Food & Drug Administration and that contain the Licensed Ingredients.

“Patent Rights” shall mean any US or foreign patent application or issued patent relating to the Licensed Ingredients or to methods of making or using such Licensed Ingredients that are filed prior to or during the term of this Agreement, including any addition, continuation, continuation-in-part, or division thereof or any substitute application thereof, any reissue or extension, of any such patent. All patent and patent applications currently within this definition and applicable to this agreement are set forth on Exhibit B hereto, which Exhibit shall be amended as necessary to reflect changes or additions to the Patent Rights.

“Personal Care Products” shall consist of all personal care and dermatological,  Cosmetic and OTC, pigmented and non-pigmented consumer products for topical applications or oral applications promoted  for personal hygiene, treatment and beauty enhancement purposes or for treatment of skin disorders, bath and shower products, body

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care, nail care and hair care products, and soaps, lotions, perfumes and similar products, but excluding oral consumable health and sport products related to food, beverages, and supplements for human or veterinary consumption.

“Product” shall mean a composition that incorporates Licensed Ingredients and that is made into finished goods for commercial sale to consumers.

“ Purchase Order ” shall mean a written purchase order that is delivered to BioKool in accordance with Section 3, specifying the quantity of Licensed Ingredients required, the delivery date requested and the delivery location requested by Licensee.

“ Subcontractor” shall mean a third-party entity providing services in connection with the manufacturing of Product for Licensee.

“Territory” shall mean the entire world.

“ Totala ” is a registered trademarked owned by BioKool.

2.             LICENSE GRANT

2.1           License Grants.   Subject to the terms and conditions of this Agreement, BioKool hereby grants Licensee a worldwide, exclusive (even as to BioKool), right and license under and to the BioKool Mineral Technology to make, have made, use, have used, import, offer to sell and sell through multiple tiers of distribution Licensed Ingredients and Products, and to make modifications and improvements thereto and otherwise exploit and exercise such rights as Licensee may choose in its sole discretion; provided that such license is limited to the Field.

2.2           BioKool Ownership.   As between the parties and except as set forth below, BioKool shall own all right, title and interest in and to all BioKool Mineral Technology relating to License Ingredients, and any improvements thereto created by BioKool.  Any such improvements will be licensed exclusively to Licensee pursuant to Section 2.1 above.

2.3           Licensee Ownership.  As between the parties and except as set forth below, Licensee shall own all Intellectual Property Rights relating to any inventions, whether or not patentable, or other technology, materials, formulae, processes, ingredients, clinical test results, data and products made, conceived, or reduced to practice by or for Licensee, or jointly by BioKool and Licensee, related to or in connection with the Licensed Ingredients, the BioKool Mineral Technology, or related to or in connection with any Products developed using Licensed Ingredients during the term of this Agreement.

2.4           Delivery.   Upon request from Licensee, BioKool agrees to provide to Licensee as promptly as practicable documentation regarding the BioKool Mineral Technology and the Licensed Ingredients reasonably sufficient to enable Licensee to understand the properties and specifications of the BioKool Mineral Technology and the Licensed Ingredients.  Upon request from Licensee, BioKool agrees to provide free of charge with any training Licensee requires to understand the BioKool Mineral Technology.

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3.             PURCHASE ORDER AND DELIVERY PROCESS

3.1           Purchase Orders. Licensee may issue Purchase Orders from time to time to BioKool to purchase Licensed Ingredients.   Licensee shall have no obligation to purchase any minimum unit quantity or dollar amount of Licensed Ingredients under this Agreement.  Licensee and BioKool agree that a Purchase Order sent to BioKool by confirmed facsimile or electronic transmission shall constitute a writing for all legal purposes.  BioKool shall not sell any Licensed Ingredients to any third party, or otherwise commercialize the Licensed Ingredients in any manner, for any application in the Field or for any application substantially related to the Field that could reasonably be confused with or used as an application within the Field, without the prior written consent of Licensee.

3.2           Acknowledgment of Licensee Purchase Order.   Within *** days of BioKool’s receipt of a Purchase Order, BioKool shall expressly acknowledge receipt and acceptance of the Purchase Order and its requirements by signing the Purchase Order within the space provided thereon and returning it to BioKool via return mail or confirmed facsimile, or for e-mail transmission by sending an electronic acknowledgement of receipt and acceptance.  BioKool may not reject any Purchase Order issued in accordance with the Agreement.  The delivery lead times for Licensed Ingredients to be delivered under any Purchase Order will not exceed *** days.  Should written acceptance not be received by Licensee for any Purchase Order within the time period provided above, BioKool shall be deemed to have accepted such Purchase Order and upon such acceptance, the quantities and delivery dates as set forth in the Purchase Order shall be strictly adhered to.

3.3           Revision of Purchase Orders. Licensee shall have the right, without penalty, to increase the volume or change the location of delivery of any Purchase Order by providing written notice to BioKool at least *** days prior to BioKool’s scheduled shipment date.  BioKool shall use commercially reasonable efforts to accommodate Licensee’s revised Purchase Order in accordance with the lead times referenced above.

3.4           Cancellation of Purchase Orders. Licensee may, in its sole discretion, cancel all or any part of any Purchase Order by providing written notice to BioKool at least *** days prior to BioKool’s scheduled shipment date without incurring any cancellation charges.

3.5           Conflicting Terms and Conditions. The terms and conditions in this Agreement shall supersede and replace all preprinted form terms and conditions set forth on any purchase order acknowledgment. Neither party is obligated to notify the other party that the additional or conflicting terms and conditions do not apply and all such additional or conflicting terms and conditions are hereby rejected.

3.6           Supply Failure.   Failure by BioKool to supply Licensee with requirements in Purchase Orders that comply with this Agreement shall be deemed to be a material breach of this Agreement, allowing Licensee to terminate this Agreement per Section 8, or obtain an alternate source of supply of Licensed Ingredients (with incremental costs considered damages from BioKool’s breach).

***         PORTIONS OF THIS PAGE HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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3.7           Delivery. Delivery shall be DDP (Incoterms 2000) Licensee’s requested delivery point. Title and risk of loss for the Licensed Ingredients will transfer to Licensee upon shipment from the designated delivery point.

3.8           Changes to Licensed Ingredients.   If Licensee requests changes to the Licensed Ingredients, the parties will discuss in good faith and separately agree to any changes that Licensee may require to the Licensed Ingredients.

4.             DEVELOPMENT AND CLINICAL TESTING

4.1           Development. Licensee will use commercially reasonable efforts to incorporate the Licensed Ingredients into Products.

4.2           Clinical Testing. Upon completion of Licensee’s initial development work to incorporate the Licensed Ingredients into Products, Licensee will clinically test the initial Product in accordance with a clinical test schedule to be determined by Licensee to determine whether the Product performs in accordance with the clinical results specifications set forth in Exhibit C.  Such clinical testing will be conducted in accordance with the protocols and procedures and at the locations set forth in Exhibit C, or as otherwise agreed to among Licensee, its subcontractor RF Technology Consultants Inc. (“RF Technology”), and BioKool in writing.

4.3           RF Technology.   The parties acknowledge and agree that Licensee intends to engage RF Technology to formulate products and to support Licensee’s clinical tests pursuant to a separate written agreement between Licensee and RF Technology.  Notwithstanding the foregoing, nothing herein shall prevent Licensee from engaging one or more other parti