EXHIBIT 10.6 TECHNOLOGY LICENSE AGREEMENT

Exhibit 10.6

TECHNOLOGY LICENSE AGREEMENT

Between:

And:

Barnabus Energy, Inc., Suite 518, 304 – 8 ^th Ave. SW, Calgary Alberta T2P 3CZ Canada (the “Licensee”)

ARTICLE I. RECITALS

1.1          Licensor has invented certain technology, which may be able to economically collect solar energy using a novel method of non-imaging optics. Among other uses, it can produce steam to drive a generator to produce electrical power or produce desalinated water from seawater or brackish water. This technology is herein referred to as “Suncone.”

1.3        Licensor and Licensee desire to enter into an exclusive license agreement for the Licensed Technology (as defined below) to apply it to distributed energy systems, electric power plants, saline water desalination systems, and other applications. A separate Technical Consulting Agreement will provide for technical support of this activity by the Licensor. Licensee also desires to undertake to develop the Licensed Technology further and to maintain the Licensed Technology. Licensee also agrees to organize a program for research, sales, marketing, advertising, promotion, and distribution of products and devices incorporating Licensed Technology, to arrange for manufacturing facilities, expansion into foreign markets, and sublicenses, and to obtain the financing and business ability and to aggressively engage in every activity needed to produce and sell those products and devices in a timely manner.

1.4        The responsibilities of the Licensor under this agreement are solely limited to providing a license to the technology, and under a separate Technical Consulting Agreement to provide technology development and design support. The Licensee is responsible for all other necessary activities related to this demonstration and commercialization effort, including but not limited to, obtaining funds, obtaining necessary permits, design and construction activities, facility testing and operations, materials acquisition, marketing..

ARTICLE II. DEFINITIONS

2.1           As used in this Agreement the following terms shall, unless the context otherwise requires, have the following meanings:

2.2            “Commencement Date” means the date of the execution of this Technology License Agreement and the execution of the Technology Consulting Agreement, i.e., the latest date of signature by either party on both Agreements.

2.3            "Confidential Information" means any information relating to or disclosed in the course of this Agreement which is or should be reasonably understood to be confidential or proprietary. "Confidential Information" does not include information: (a) already lawfully known to the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party.

2.4            "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 and policies of Licensee or the power of the Licensee to direct or cause the direction of the management and policies of affiliates, subsidiaries, or sublicensees, whether through the ownership of voting securities, by contract, or otherwise.

2.5            "Field of Use" means the collecting of solar energy to generate electricity, desalinate water, and all other industrial applications.

2.6            "System" means the Suncone collector for which a U.S. Patent has been applied and includes individual features or elements of Suncone.

2.7            "Licensed Product" means any product or device which incorporates any feature or element of the Licensed Technology.

2.8            "License Term" means the period from the Commencement Date to the earlier of: (a) twenty-five years from patent date; or (b) the date this Agreement is terminated pursuant to Article 7 of this Agreement.

2.9           "Licensed Technology" means Licensor's invention comprising Suncone and the Technology as defined in Article 2.12 and any future modifications or improvements to the Technology.

2.10        "Gross Receipts" means gross receipts to Licensee from sales or leases of Licensed Products, including spare parts, components and sub-assemblies thereof, after deducting actual allowances for returned or defective goods, less trade discounts, but before cash discounts. “Gross Receipts” also includes gross receipts to Licensee from the sale of commodities, such as electricity and water, produced by plants owned by Licensee or any entity controlling or controlled by Licensee.

2.11         “Patent Rights” shall mean any and all patents and patent applications on Suncone including all PCT, utility, divisional, continuation, continuation-in-part and

substitute patent applications derived therefrom; and any and all reissues, reexaminations and extensions thereof; and all foreign equivalents thereof.

2.12           “Technology” shall mean any patent applications, know-how, substances, formulas, compositions, devices, apparatuses, techniques, prototypes, models, trade secrets, methods, practices, processes, technical plans and designs, data, blueprints, including improvements, changes, developments, and modifications thereto, which specifically relate to Suncone, in the Field of Use, during the term of this Agreement.

2.13           “Territory” shall mean the entire world, for which Licensor grants to Licensee rights for Licensed Technology.

2.14          “ Performance Criteria” shall mean the minimum requirements that the Licensee must perform in order to maintain exclusive world-wide rights to the Technology.

ARTICLE III. LICENSES

3.1            Grant of Licensed Technology . Licensor grants to Licensee during the License Term the exclusive right and license in the Field throughout the Territory to use Licensed Technology and to manufacture, have manufactured, use, market, have marketed, sell and have sold Licensed Products.

3.2           Sublicenses . Subject to the prior written consent of Licensor, which consent shall not be unreasonably withheld, the rights in Licensed Technology granted by Licensor to Licensee include the right to grant sublicenses as Licensee deems prudent and necessary to carry its rights and obligations pursuant to this Agreement, provided, however, that the terms and conditions of any such sublicenses shall be consistent with the terms and conditions of this Agreement.

3.2.1       Licensee shall provide Licensor with prompt notification of the identity and address of each Affiliate or permitted sublicensee to which it grants a sublicense and Licensee shall in a timely manner provide Licensor with a copy of each sublicense agreement.

3.3          Affiliated or Related Companies . The rights in Licensed Technology granted by Licensor to Licensee include the right to sublicense to anyone under Licensee’s Control, subject to the terms of this Agreement.

3.4            Exploitation of Licensed Rights . Licensee will use its best efforts to develop and to commercially exploit the rights granted by this Agreement, to generate the maximum royalties for Licensor.

ARTICLE IV. TRADEMARK PROVISIONS

4.1            Trademark License . Licensor grants to Licensee the right to use under the common law and under the auspices and privileges provided by any registrations

covering the same for the term, and Licensee hereby undertakes to use, trademarks owned or obtained by Licensor, in Licensor’s sole discretion, used in connection with the marketing and commercial use of the Licensed Technology (“the Licensed Marks”).

4.2            Use of Licensed Marks . Licensee shall use the proper Licensed Marks at all times on all correspondence, proposals, marketing, Licensed Products, and the like. When using the Licensed Marks under this Agreement, Licensee undertakes to comply substantially with all pertinent laws (United States and foreign) pertaining to service marks and trademarks. This provision includes compliance with marking requirements, including proper use of the ® and/or TM symbols with the Licensed Marks and written acknowledgement that Licensor is the owner of the Licensed Marks.

4.3            Prosecution of Trademark Applications . Licensee shall assume sole responsibility for the prosecution of applications for U.S. and foreign trademarks and service marks, which Licensee elects to pursue in its sole discretion. Licensee shall control the prosecution of all such applications and shall have the exclusive right to submit any claim, or argument, or evidence in support of allowability in the prosecution of any such applications. Licensor agrees to cooperate with Licensee in such prosecution of U.S. and foreign trademark and service mark applications relating to Licensed Products. Notwithstanding the above, Licensor in those territories or countries in which Licensee elects not to obtain such trademarks, Licensor shall have the option to pursue U.S. and foreign trademarks relating to the Licensed Products for the benefit of Licensor, with the understanding that any reasonable costs of obtaining or maintaining such foreign trademarks shall be born solely by Licensee. Any such trademarks shall be included in the term “Licensed Marks.”

4.4            Third Party Trademark Infringement . If Licensee is sued or threatened with suit by a third party on account of making, using, selling, leasing or otherwise transferring Licensed Products or using Licensed Marks, Licensee shall promptly advise Licensor in writing of the existence of the suit or any threats of such suit. The parties shall then discuss and prepare a strategy and course of action regarding such suit or threatened suit and cooperate with one another with respect to the action to be taken, provided that Licensee shall be solely responsible for providing its own defense, at its own expense. If the action to be taken involves either the taking of a license under the third party proprietary rights in question by Licensee and/or the defense of a trademark infringement suite by Licensee, Licensee agrees to consult with and keep Licensor informed of proceedings and proposed actions regarding the conflict.

ARTICLE V. REPRESENTATIONS

5.1            Representations and Disclaimers by Licensor . Licensor represents that the following representations are true with respect to Licensed Technology.

5.1.1       To the best of his knowledge, Licensor owns the exclusive right, free and clear of all liens, claims and restrictions of third parties, to use the Licensed Technology

without infringing upon or otherwise acting adversely to any right or claimed right of others and to bring actions for the infringement of Licensed Technology.

5.1.2       To the best knowledge of Licensor, there is no pending or threatened claim or litigation against Licensor contesting Licensor's rights in and to the Licensed Technology nor does there exist any basis for such claim or litigation, nor has Licensor received any notice that any right of Licensor to Licensed Technology conflicts with the asserted rights of others.

5.1.3       Licensor hereby disclaims and shall have no liability for any damages, refund of royalties or any other sums received or for any other claims, damages, fees, costs, attorneys fees or expenses resulting from the non-issuance or limited issuance of the Patent Rights contemplated under this Agreement. Licensor does not make any representation whatsoever regarding the probability or likelihood of such issuance, non-issuance or limited issuance of the Patent Rights contemplated under this Agreement.

5.1.4       Licensor makes no representation or warranty whatsoever and hereby disclaims the same, regarding whether or not a commercially viable technology, system or device – or a successful commercial enterprise—will ever be developed or occur based upon or incorporating the Licensed Technology.

5.2.1        Licensee hereby warrants and represents : (1) that it is capable of providing or obtaining the funding required pursuant to this Agreement; (2) that it is duly authorized to do business in the United States and elsewhere as may be required of it under the Agreement; (3) that it has no outstanding lawsuits, liens or other claims pending against it; (4) that, only subject to Licensor’s prior written approval and in Licensor’s sole discretion, may Licensee, its affiliates, sublicensees, contractors, employees or any entity or person controlled by Licensee allow, through a negotiated contract for funding, the License rights, the Patent Rights, Licensed Technology and any other intellectual property associated with the performance of this agreement to be encumbered, used as collateral, or be subject to a security interest. The Parties hereby acknowledge and agree that any action by the Licensee in violation of the foregoing section 5.2.1(4) shall be void ab initio, and that this agreement may be terminated immediately upon notice by Licensor upon such event.

ARTICLE VI. CONFIDENTIALITY

6.1.1     During and after the term of this Agreement, Licensee and Licensor will keep confidential and not disclose to its employees, vendors, customers or others all Confidential Information disclosed to Licensee by Licensor or to Licensor by Licensee under this Agreement except that, on a need to know basis, Licensee and Licensor may

disclose Confidential Information