AMENDED AND RESTATED TECHNOLOGY LICENSE AGREEMENT

 

 

 

                                                                    Exhibit 10.6

 

                AMENDED AND RESTATED TECHNOLOGY LICENSE AGREEMENT

 

         This    Amended   and   Restated    Technology    License    Agreement    (the

"Agreement")   is made and   entered   into   June 21,   2004,   between   Bio-Products

International,   Inc. ("Bio-Products"),   a company incorporated under the laws of

the State of Alabama (the "Licensor"), and World Waste Technologies, Inc. (WWT),

a   company   incorporated   under   the   laws   of   the   State   of   California   (the

"Licensee")   (the Licensor and Licensee may   hereinafter be either   individually

referred to as the "Party" or collectively referred to as the "Parties").

 

                                    PREMISES:

 

          Whereas, Dr. Michael H. Eley ("Eley"), in his continuous capacity as an

employee of the University of Alabama in Huntsville   ("UAH"),   developed certain

proprietary   intellectual   property,   patented   processes,   and   patent   pending

processes   for the volume   reduction,   separation,   recovery,   and   recycling of

various components of waste materials,   including without limitation,   Municipal

Solid   Waste   ("MSW"),   which   technology   has been   reduced to U.S.   Patent No.

6,306,248   (the "U.S.   Patent")   and Patent   Cooperation   Treaty,   International

Application No. PCT/US01/50049 (the "PCT") (collectively, the "UAH Technology").

The UAH Technology   constitutes   the first of the two parts of the   "Technology"

(as defined   herein).   Eley is also a major   stockholder,   President   and CEO of

Bio-Products;

 

         Whereas,    pursuant   to   that   certain   Amended   and   Restated   License

Agreement, effective August 18, 2003, which supersedes and replaces the original

license agreement dated November 13, 1992, which was amended effective   November

5,   1997   and   amended   again   effective   August   31,   1999,    between   UAH   and

Bio-Products   (the "Amended and Restated UAH License") (a complete copy of which

is   attached   as Exhibit   A),   UAH   granted an   exclusive   worldwide   license to

Bio-Products   covering the UAH   Technology,   including the rights to make,   have

made, use, lease and sell certain products,   and to practice certain   processes,

and to license some or all of the rights   granted to others,   such   products and

processes being more specifically defined in the UAH License;

 

         Whereas,   Donald E. Malley   ("Malley")   developed   certain   proprietary

intellectual   property,   equipment   designs,   and process   operating   procedures

related   to the   UAH   Technology,   including   the   expertise   and   know-how   for

fabrication and continuous operation of a small waste reduction process plant at

a commercial   sanitary   landfill for a period of eighteen months   (collectively,

the   "Malley   Technology").   Malley   has   assigned   all   rights   to   the   Malley

Technology to   Bio-Products   (a complete copy of the Amended and Restated   Stock

Purchase   and   Assignment   Agreement   is   attached   as   Exhibit   B).   The Malley

Technology   constitutes   the   second   of the two parts of the   "Technology"   (as

defined   herein).   Malley   is   also   a   stockholder   and   a   Vice   President   of

Bio-Products;

 

         Whereas,   the original   Technology   License   Agreement,   dated June 21,

2002,   was   between    Bio-Products   and   World   Waste   Holdings,    Inc.   (WWHI),

incorporated under international law in Anguilla,   British West Indies, and WWHI

assigned the said Technology   License Agreement to World Waste of America,   Inc.

(WWA),   a   company   incorporated   under   the laws of the   State   of   California,

effective May 12, 2003 (a complete copy of which is attached as Exhibit C);

 

 

                                Exhibit 10.6 - 1

<PAGE>

         Whereas,   WWA   and all of its   assets,   including   the   June   21,   2002

Technology License Agreement with Bio-Products, was acquired by Waste Solutions,

Inc. (WSI), a California   corporation,   in a merger and   reorganization in which

WWA became a wholly owned   subsidiary   of WSI,   dated March 22, 2004 (a complete

copy of which is attached as Exhibit D);

 

         Whereas,    WSI   filed   a   Certificate    of   Amendment   of   Articles   of

Incorporation to the Secretary of State of the State of California   changing the

name of the   corporation   to World Waste   Technologies,   Inc. (WWT) on March 24,

2004 (a complete copy of which is attached as Exhibit E);

 

         Whereas,   Bio-Products   desires to enter into a license   agreement with

the   Licensee   to   provide   the   Technology   and   future   improvements   for   the

construction   and operation of commercial scale municipal solid waste processing

and recycling facilities subject to the terms and conditions set forth herein;

 

         Whereas, the Licensee either has the financial resources, or has agreed

to use their best   efforts to secure the   financial   resources,   for the design,

engineering, and fabrication of processing equipment and facilities, acquisition

and   permitting   of   construction   sites,    purchase   of   processing   equipment,

construction and operation of processing facilities, and marketing and promotion

of commercial facilities that are compatible with the Technology;

 

         Whereas,   the Licensee   desires to enter into a license   agreement with

Bio-Products   to use the Technology   for commercial   purposes upon the terms and

conditions hereinafter set forth;

 

         Whereas,   the Parties wish to amend and restate the original Technology

License Agreement, dated June 21, 2002, between the Parties as herein set forth,

which date shall remain the effective date of this Agreement; and

 

          Now,   therefore,   in   consideration   of the   premises   and   the   mutual

covenants contained herein, the Parties hereto agree as follows:

 

                             ARTICLE I - DEFINITIONS

                             -----------------------

          For purposes of this   Agreement,   the following words and phrases shall

have the following meanings:

 

         1.1 "Technology" shall mean the inventions, technology, and proprietary

intellectual property and information   developed by Bio-Products,   Eley, Malley,

and UAH   created   or   discovered   prior to or after the   effective   date of this

Agreement,   including,   but   not   limited   to,   inventions,   processes,   process

operating   procedures   and   discoveries,   patents,   patent   applications,   trade

secrets, developments, facility designs, equipment designs, works of authorship,

formulas, software programs, techniques, information, expertise, know-how, data,

research,   mask works, all   intellectual   and industrial   property rights of any

sort, all rights of integrity,   disclosure   and   withdrawal,   copyrights,   trade

names   and   trademarks,    which   are   related   to   the   recycling,    processing,

collection,   storage, disposal, treatment,   utilization or reduction of waste or

waste   components or the   conversion   of cellulosic   materials to fuels or other

materials or other use of cellulosic   materials for the   production of energy or

otherwise.   Technology   includes   without   limitation,   the UAH Technology,   the

Malley Technology,   United States Patent Number 6,306,248 and Patent Cooperation

Treaty International Application Number PCT/US01/50049.

 

 

                                Exhibit 10.6 - 2

<PAGE>

         1.2   "Third    Party"   shall   mean   any   person   or   entity   other   than

Bio-Products, Eley, Malley, UAH, the Licensee and sub-licensees of the Licensee.

 

         1.3   "Operating   Day"   shall   mean   a day in   which   the   facility   (i)

processes waste equal to or in excess of the facility's   daily design   capacity;

or (ii)   processes   all of the waste   brought to the facility for   processing on

such   day;   or (iii)   processes   as much   waste   as   allowed   by any   downstream

limitations,   such as but not   limited   to, any   limitations   on the   downstream

processing or disposal of the cellulosic product.

 

                          ARTICLE II - GRANT OF LICENSE

                          -----------------------------

         2.1 Subject to the terms and conditions of this Agreement, Bio-Products

hereby   grants a license to the Licensee to utilize the   Technology to construct

and operate   commercial   scale   municipal   solid waste   processing and recycling

facilities in the U.S.A.

 

         (a) The license   granted by   Bio-Products   to the   Licensee   under this

             Agreement shall be exclusive in all of the States, territories, and

             possessions of the USA with the following exceptions: (i) the State

             of Arkansas shall remain exclusively licensed to Bio-Products; (ii)

             Bio-Products   shall   retain   the   right to   construct   and   operate

             additional facilities utilizing the Technology in one or all of the

             States of   Alabama,   Tennessee,   Georgia,   and/or   South   Carolina,

             providing   the total number of   facilities in these States does not

             exceed four (4); and (iii) for applications in which the cellulosic

             product   of   waste,    including    Municipal   Solid   Waste   ("MSW"),

             processed   utilizing   the   Technology   is either used directly as a

              fuel source or converted into an end product for energy production.

             The above notwithstanding, upon written requests from the Licensee,

             (i)   Bio-Products   shall grant   site-specific   sub-licenses   to the

             Licensee   to   construct   and   operate    facilities    utilizing   the

             Technology in the State of Arkansas, (ii) Bio-Products shall invite

             the   Licensee   to   participate   in   any or   all   of   its   four   (4)

             facilities outside of the State of Arkansas, and (iii) Bio-Products

             shall   grant    site-specific    sub-licenses   to   the   Licensee   for

             applications   in which the cellulosic   product of waste,   including

             MSW, processed   utilizing the Technology is either used directly as

             a   fuel   source   or   converted   into   an   end   product   for   energy

             production.

 

         (b) For   each   facility   to be   constructed   and   operated   under   this

             Agreement by the Licensee,   a proposal on the economic   feasibility

             of the facility shall be prepared and submitted to Bio-Products for

             review and   comment.   Bio-Products   shall   submit its   comments   in

             writing to the   Licensee in a timely   manner,   not to exceed   sixty

             (60) days.   The Licensee   shall,   at its   discretion,   then grant a

             site-specific sub-license to a USA entity (the "Sub-Licensee") that

             shall own and/or operate the facility.   Such sub-license   agreement

             shall be subject to the approval of   Bio-Products,   which   approval

             shall not be unreasonably withheld.

 

         (c) As stated in Paragraph 2.1(a),   Bio-Products shall retain the right

             to construct   and operate up to four (4)   facilities   utilizing the

             Technology in the States of Alabama, Tennessee,   Georgia, and South

 

 

                                Exhibit 10.6 - 3

<PAGE>

             Carolina.   Bio-Products   shall prepare and submit a proposal on the

             economic   feasibility   of each   facility to the Licensee for review

             and comment,   and the Licensee shall submit its comments in writing

             to Bio-Products in a timely manner,   not to exceed sixty (60) days.

             Licensee shall at its discretion negotiate with Bio-Products either

             to   fully    finance   the    Bio-Products    facility,    to   partially

             participate   with a Bio-Products'   Third Party financial   entity in

             financing   the   facility,   or to not   participate   in the facility.

             After negotiations are concluded, which shall not exceed sixty (60)

             days   from   the   date   Bio-Products   submits   its   proposal   on the

              economic   feasibility,   and   regardless   of   whether   the   Licensee

             participates,   the Licensee   shall,   if requested by   Bio-Products,

             then grant site-specific   sub-licenses to Bio-Products or an entity

             in which   Bio-Products   owns   controlling   interest   that shall own

             and/or    operate   the    facility.    For    Bio-Products    facilities

             constructed   and   operated   under this   provision   and in which the

             Licensee has no financial   interest,   Licensee shall be paid twenty

             percent   (20%)   of any   royalties   paid to   Bio-Products   from   the

             operation of the facility.   Bio-Products   may construct and operate

             up to a total of four (4)   facilities   in the   States   of   Alabama,

             Tennessee,   Georgia, and South Carolina utilizing the Technology in

             which   the   Licensee   may have no   financial   interests   while   the

             exclusivity   of the Agreement   with   Licensee   remains in force and

             effect.

 

         2.2 The term of this license   shall extend from the   effective   date of

the original Technology License Agreement,   which is June 21, 2002, for a period

of twenty (20) years,   unless   extended,   terminated or replaced by agreement of

the Parties hereto,   or unless   otherwise   extended or terminated,   as elsewhere

provided in this Agreement. This Agreement shall be extended automatically until

the   expiration   date of the last   patent   issued   to   Bio-Products   and/or   UAH

covering the Technology.

 

         2.3 Anything to the   contrary   contained   elsewhere   in this   Agreement

notwithstanding,   Bio-Products   shall retain all of the exclusive rights granted

under the UAH License and all of the   exclusive   rights   obtained by   assignment

from Malley,   including the worldwide   exclusive right to license some or all of

its rights not granted to the Licensee   under this Agreement to Third Parties to

utilize the Technology.

 

         2.4 Subject to the terms and conditions of this Agreement, Bio-Products

hereby grants to Licensee the right to obtain an exclusive   option or license to

utilize the Technology to construct and operate   commercial scale MSW processing

and   recycling    facilities    outside   the   United   States   upon   the   following

conditions:

 

         (a) From the   date of this   Amended   and   Restated   Technology   License

             Agreement,   Bio-Products   agrees to inform   Licensee of any written

             offers from a Third Party to obtain an exclusive   option or license

             for a foreign   country not currently   under an exclusive   option or

             license   that   is   acceptable   to   Bio-Products.   Licensee   will be

             granted a period of thirty (30) days from the date of   notification

             in which to   elect to   purchase   the   option   or   license   for said

             country   on the same   terms   and   conditions   as   contained   in the

             written offer from the Third party. If Licensee exercises its right

 

 

                                Exhibit 10.6 - 4

<PAGE>

             to   purchase   the option or   license   for said   country   during the

             thirty (30) day period,   then Bio-Products shall grant an exclusive

             option or license to Licensee under the terms and conditions stated

             in the written   offer from the Third   Party.   If Licensee   fails to

             exercise   its right to   purchase   the option or license   within the

             thirty (30) day period,   then   Bio-Products   may grant an exclusive

             option or license for said   country to the Third   Party   making the

             initial offer.

 

         (b) The   Licensee   may from time to time   submit a written   request   to

             Bio-Products   naming   each   country in which it wishes to obtain an

             option   for an   exclusive   license to utilize   the   Technology.   If

             Bio-Products   has not   previously   granted an   exclusive   option or

             license to or received a written   offer from a Third Party for that

             country,   Bio-Products   shall   grant   Licensee   an   option   for   an

             exclusive   license   for that   country   upon the   payment of fifteen

             thousand   dollars   ($15,000) per country (the "Option   Fee").   Said

             Option Fee shall be due and payable   within   thirty (30) days after

             Bio-Products has informed   Licensee in writing that said country is

             available.   Licensee   acknowledges that the deadline for submission

             of   foreign   patent   applications   based   on the PCT   has   expired,

             therefore no patent   protection   can be provided to Licensee   under

             the PCT.   However,   Licensee   agrees to pay all fees and   expenses,

              including,   but not limited to,   maintenance   fees   incurred in the

             prosecution   of future patents as may be necessary or useful in the

             countries   licensed   to Licensee   under this   Paragraph   2.4.   Such

             option for an   exclusive   license   granted to Licensee   pursuant to

             this   Paragraph   2.4(b) shall be for a term of three (3) years from

             the date that the Option Fee is paid to Bio-Products;   provided the

             Licensee has also paid all fees and expenses for patent prosecution

             incurred   during   the   term   of   the   option   and   Licensee   is   in

             compliance    with   all    requirements    under   this   Agreement   for

             exclusivity in the United States.

 

         (c) At any time prior to the expiration of the term of an option for an

             exclusive   license to Licensee in any country   under   Paragraph 2.4

             (b),   the option may be   converted   to an   exclusive   license   upon

              payment by Licensee to Bio-Products of a license fee of eighty-five

             thousand   dollars   ($85,000) per country,   in addition to the above

             Option Fee and any patent   prosecution fees and expenses.   Licensee

             shall also   continue to pay all fees and expenses,   including,   but

             not limited to,   maintenance   fees incurred in the   prosecution   of

             patents as may be   necessary   or useful in the country   licensed to

             Licensee under this Paragraph 2.4.

 

         (d) For each   country   exclusively   licensed   to   Licensee   under   this

             Paragraph 2.4, the terms and conditions set forth elsewhere in this

             Agreement shall apply and   Licensee   shall pay royalties,   bonuses,

             and fees to   Bio-Products in accordance with Article III, excluding

             Paragraph 3.1, and   all   waste   processing   facilities   both in the

             United   States and outside the United States shall be combined on a

              cumulative   basis for purposes of   calculating   all payments due to

             Bio-Products,   unless   another   financial   arrangement   is mutually

             agreed to by the Parties.

 

 

 

                                Exhibit 10.6 - 5

<PAGE>

              ARTICLE III - FEES, ROYALTIES, AND OTHER CONSIDERATION

             ------------------------------------------------------

         3.1 The   Licensee   shall   pay to   Bio-Products   a one   time   Technology

licensing fee of Three Hundred Fifty Thousand Dollars   ($350,000).   Bio-Products

acknowledges   receipt of payments in the sum of One Hundred   Eighty Two Thousand

Five Hundred   Dollars   ($182,500).   The   remaining   balance of One Hundred Sixty

Seven Thousand Five Hundred Dollars   ($167,500) shall be paid within   twenty-six

(26) months from the effective date of this Agreement,   but no later than August

21,   2004.   Payments   of   said   fee   shall   be   by   either   wire   transfer   to a

Bio-Products bank account,   cashier's check, or other bank certified   negotiable

instrument on or before the date the payment becomes due and payable.

 

         3.2 The   Licensee   shall pay to   Bio-Products   a royalty of fifty cents

($.50) for every ton of waste received and processed   utilizing the   Technology,

up to a maximum of two   thousand   (2,000) tons per day of waste   processed.   The

Licensee shall pay to Bio-Products a royalty of one dollar ($1.00) for every ton

of waste   received and   processed in excess of two thousand tons per day up to a

maximum of ten thousand   (10,000) tons per day of waste processed.   The Licensee

shall pay to   Bio-Products   a royalty of one dollar and fifty cents   ($1.50) for

every ton of waste   received and   processed   in excess of ten thousand   (10,000)

tons per day. The royalty   payments shall become payable on the thirtieth (30th)

day following the end of the calendar month in which such amount becomes due and

owing until this   Agreement or any extension   thereof   expires or is terminated.

Bio-Products   agrees that no royalty   shall be due and payable   with   respect to

waste   processed at any facility   until such   facility has been in operation for

thirty   (30)   Operating   Days,   as defined in   Paragraph   1.3 (the   "Operational

Date").   Bio-Products   further   agrees that no royalty   shall be assessed on the

first facility until either the sale of the cellulose   product is confirmed by a

written   agreement   between the   Licensee   and a purchaser   or the   facility has

operated, producing and disposing of the cellulose product, for more than ninety

(90) days after the Operational Date. Payment of said royalties shall be by wire

transfer of funds to a Bio-Products   bank account or by cashier's check or other

bank certified negotiable instrument.

 

         3.3 The Licensee shall pay to Bio-Products a bonus (the "Bonus") of two

and one half   percent   (2.5%) of the gross   sales price in excess of ten dollars

($10.00) per ton for the cellulosic product from waste, including MSW, utilizing

the Technology.   The Bonus shall become due and payable on the ninetieth   (90th)

day following the end of the calendar   quarter in which such recyclable   product

sales are made until   this   Agreement   or any   extension   thereof   expires or is

terminated.   The Bonus shall be paid by wire transfer of funds to a Bio-Products

bank   account   or by   cashier's   check or by   other   bank   certified   negotiable

instrument.   The above   notwithstanding,   no Bonus shall be due and payable with

respect to the   cellulosic   product   produced at the facility until the facility

reaches its Operational Date.

 

         3.4 As additional   consideration   and for their experience and know-how

regarding the Technology,   the Licensee shall pay Bio-Products a monthly fee for

technical services.   Such technical services shall initially be provided by Eley

and Malley who are employees of Bio-Products,   and who agree to provide whatever

technical   services are   reasonably   requested of them by Licensee.   Payments to

Bio-Products for the technical   services shall be ten thousand dollars ($10,000)

per month   payable   on or before   the first   (1st)   business   day of each   month

beginning   six (6)   months   from the date   hereof.   Payments   for the   technical

services of Bio-Products shall be increased to twenty thousand dollars ($20,000)

 

 

                                 Exhibit 10.6 - 6

<PAGE>

per month   commencing   on the first   business   day of the   month   following   the

Licensee's   initial down payment for the process vessels for construction of the

Licensee's   first plant and   continuing   each month   thereafter   until the first

facility   reaches its Operational   Date. After the Operational Date of the first

plant,   the monthly   technical   service fee shall be reduced to fifteen thousand

dollars ($15,000).   During any above period   Bio-Products shall provide whatever

services are reasonably requested of it by Licensee.

 

         If at any time   Bio-Products   fails   to   undertake   technical   services

requested,   then Licensee may cease all payments as set forth in this   Paragraph

3.4,   until   such   time as the   failure   to   undertake   the   technical   services

requested is remedied.

 

         Following the Operational Date of Licensee's   first facility,   Licensee

and   Bio-Products   shall enter into a   consulting   agreement   on terms   mutually

agreeable to both Parties for the continued   provision of technical   services by

Bio-Products   with respect to the   construction of additional   facilities or the

expansion of existing facilities. Licensee agrees that said consulting agreement

shall   include a minimum   annual   compensation   of One Hundred   Eighty   Thousand

Dollars   ($180,000) per year to be paid to Bio-Products in monthly   installments

for the first five (5) years   after the   Operational   Date of   Licensee's   first

facility.

 

         3.5   Additionally,   with respect to the technical   services provided by

Bio-Products,   the Licensee shall either provide   pre-paid   expense   accounts or

reimburse   Bio-Products   employees for the reasonable   transportation,   lodging,

food, and other expenses   incurred by Bio-Products   employees in the performance

of such technical   services for the Licensee.   In either case,   itemized expense

reports   and   receipts   shall   be   submitted   to the   Licensee   by   Bio-Products

employees   within ten (10)   business   days of completion of travel or a specific

project in which expenses are incurred.   The Licensee   shall   establish a travel

expense   policy and   procedure   which policy and   procedure   Bio-Products   shall

adhere to unless the parties agree, in writing, otherwise. Any reimbursement for

expenses shall be paid by the Licensee   within ten (10) business days of receipt

of such expense reports submitted by Bio-Products employees.

 

         3.6 The Licensee may enter into research and development contracts with

UAH unrelated to the Technology, with Eley as the principal investigator,   to be

defined from time to time in exchange for   results,   information,   and a royalty

free   unrestricted   license   to use   said   results   and   information   which   are

unrelated to the   Technology   at   Licensee's   facilities   for the period of this

Agreement   unless a separate   agreement is prepared and signed by both   Parties.

Such results and information   which are unrelated to the   Technology,   including

but not limited to test results, notes, and reports regarding the work performed

as   requested   by the   Licensee   shall be turned over to the Licensee by UAH and

Eley within thirty (30) days of completion, and all such results and information

shall be kept   confidential and shall not be disclosed in any form without first

obtaining   approval   from the   Licensee.   Any and all research   and   development

results    unrelated   to   the    Technology    from   contracts   with   Licensee   are

confidential   and may not be   provided   to Third   Parties   without   the   written

permission   of Licensee.   If permission is granted by Licensee for Third Parties

to use such unrelated   technology then Licensee shall be compensated at the rate

of 20% of   royalties   received   by   Bio-Products   for the   use of the   unrelated

technology by a Third Party.   UAH and Eley shall allow the Licensee to visit the

UAH pilot plant facility for any purposes, including demonstrations,   recyclable

 

 

                                Exhibit 10.6 - 7

<PAGE>

product   production,   and testing   upon   reasonable   notice by the   Licensee and

mutual   agreement   with Eley as to the dates and times.   UAH and Eley shall also

provide training for the Licensee's   employees to use the licensed Technology at

the UAH pilot plant. Eley shall be compensated at a rate of five hundred dollars

($500.00)    per   day   plus   expenses   for   all   pilot   plant    operations.    For

demonstrations,   recyclable product production, testing, and training at the UAH

pilot plant at the request of the Licensee,   the Licensee   shall   compensate UAH

for the expenses for such demonstration and test runs as follows:

         (a) For Each Series of Test Runs:

                (i)    Pilot Plant Preparation/Set up                  $500

                (ii)   Pilot Plant Clean-up/Shutdown                    $500

         (b) For Each Test Run in a Series:

                (i)    Boiler Fuel/Water Treatment                     $200

                (ii)   Labor                                           $800

                (iii) Waste Disposal                                   $100

         (c) Follow up Costs:

                (i)    Small Sample Collection, Packaging & Storage    $100

                (ii)   Large Sample Collection & Packaging             $250

                (iii) Dry Cellulose Product per ton                   $500

                (iv)   Shipping Containers & Shipping Costs       Actual, plus 25%

         (d) Additional expenses:

                (i)    Tractor Rental                                  $100/day

                (ii)   Auto/Truck mileage for Laborers                 $0.40/mile

                (iii) Truck towing mileage                            $0.80/mile

                (iv)   Local Lodging for Laborers                      $50/day

                (v)    Per Diem allowance for Laborers                  $25/day

 

         3.7 For the first facility to be sub-licensed under this Agreement, the

Licensee agrees that the facility design,   equipment designs and specifications,

equipment   fabricator for the process   vessel,   engineering   firm,   construction

contractors and sub-contractors, and all facility management and labor personnel

must be approved   by   Bio-Products,   which   approval   shall not be   unreasonably

withheld.   The Licensee also agrees to begin the facility   permitting,   facility

and   equipment   design,   equipment   selection,   and   engineering   for the   first

facility   within six (6) months from the date of execution of this Agreement