TECHNOLOGY LICENSE and DISTRIBUTION AGREEMENT

THIS TECHNOLOGY LICENSE and DISTRIBUTION AGREEMENT is made as of the   1st day of August, 2008 by and between SMITH YOUNG AND ASSOCIATES, INC., a Colorado Corporation, its successors, affiliates, and assigns,  Morton Weisbrot an individual residing in the State of Arizona, his successors, and assigns (hereinafter all collectively referred to as the "Licensee") and, FUEL CONCEPTS LLC, an Ohio Limited Liability Company, its successors, affiliates, and assigns ("Licensor") (hereinafter all collectively referred to as the “Licensor” or “Owner”). Sometimes referred to herein collectively as “the parties”.

In consideration of the representations, warranties and mutual promises set forth herein, the parties agree as follows:

1.           Owner grants to Licensee, for a period of five (5) years from the date of the effective date of this agreement (the “Initial Term”), the exclusive rights to manufacture, sell and distribute one hundred percent (100%) of all design, methods, materials, devices, utility, and know how embodied in UNITED STATES PATENT: 7117859 including but not limited to any other alterations, amendments, supplemental filings, whether now known or hereafter known, devise or contrivance of any type, character or design, embodied in or would be added to UNITED STATES PATENT: 7117859 as set forth on Exhibit A , attached hereto and incorporated herein (hereinafter referred to as the “Technology”). This Exclusive License shall be both wold-wide and throughout the universe, whether known or yet unknown (the “Territory”). Owner grants to Licensee three (3) separate options to extend the term for further periods of five (5) years each ("Option Periods"), each upon the same terms and conditions applicable to the Initial Period, except as otherwise hereinafter set forth.  The Initial Period and every Option Period for which Licensee has exercised its option are hereinafter sometimes referred to together as "the Term".  Each option shall be exercised, if at all, by notice to Owner at least sixty (60) days prior to the date the Term would otherwise expire.

                 a.           Licensee shall have the exclusive right to release, sell manufacture and distribute products embodying the Technology throughout the Territory, as defined in this Section 1, under its trade name; to use (including publish) the names (including all professional, assumed or fictitious names), likenesses, photographs and biographical and technical material of any party, including Owner, rendering services hereunder or related to the products embodying the Technology; and to publicly promote the Technology by means of  the internet, radio broadcast, television broadcast, cable transmission or any other method now or hereafter known including new technologies.

                 b.           Except as provided in this Agreement, all other rights of any nature in the aforementioned Technology are reserved by Owner.  All drawing, designs, patents or duplicates thereof of the Technology covered hereunder, and all copyrights shall remain the sole and exclusive property of Owner, subject to the rights granted to Licensee herein.

2.           Licensee shall enter into an Exclusive Manufacturing Agreement with Owner for the manufacturing, packaging and shipping of the products covered under this Agreement as forth in Exhibit B attached hereto and incorporated herein.

3.              Licensee shall market and release for distribution products embodying the Technology, as defined in Section 1 of this Agreement, in the United States within one hundred-eighty (180) days of Owner's delivery of the Licensed materials set-forth in Section 8 of this Agreement.  Licensee will market and release for distribution products embodying the Technology in the major foreign territories (such as Canada, Western Europe, U.K.) as warranted by demand of foreign buyers.

4.           As consideration for this Agreement, Licensee shall pay to Owner 1,000,000 shares of Licensee’s $.001 par value common stock. The Shares shall be fully paid for and non-assessable when issued and shall bear a restrictive legend  in accordance with the rules and regulations of the United States Securities and Exchange Commission.

5.            As additional consideration for this Agreement, Licensee shall pay to Owner a royalty of Forty ($40.00) US Dollars and Zero cents from “ Net Receipts”  on all sales over and above Six Thousand (6,000) units per calendar year of products embodying the Technology.  This r oyalty shall be paid out of the net receipts from the sales of products covered under this Agreement.  Licensee's "net receipts" are defined as actual revenue derived and collected from the sale of products sold at Licensee's wholesale price less hard costs for manufacturing.  No Owner royalty shall be paid in connection with free or promotional goods. "Hard costs" means all costs incurred with respect to the manufacture, distribution and sale of products embodying the Technology including without limitation, graphic design, artwork, printing, including proofs and color separations, physical manufacturing and duplication, packaging and shipping of said products. Hard costs do not include warehousing, accounting, distribution and internet, television, radio and retail advertising, marketing and promotion.

               a.           Royalties in respect of sales of products embodying the Technology outside the United States shall be computed in the same national currency as Licensee is accounted to by its licensees and shall be paid to Owner at the same rate of exchange as Licensee is paid.  It is understood that such royalties will not be due and payable until payment thereof or credit therefore against advances previously taken is received by Licensee in the United States of America.  In the event Licensee is unable to receive payment in United States dollars in the United States due to governmental regulations, royalties therefore shall not be credited to Owner's account during the continuance of such inability except that (i) if any accounting rendered to Owner hereunder during the continuance of such inability shows Owner's account to be in a credit position, Licensee will, after Owner's request and at Owner's expense, if Licensee is able to do so, deposit such royalties to Owner's credit in the applicable foreign currency in a foreign depository, or (ii) if the royalties are not credited to Owner's account exceed the amount, if any, by which Owner's account is in a debit position, then Licensee will, after Owner's request and at Owner's expense, and if Licensee is able to do so, deposit such excess royalties to Owner's credit in the applicable foreign currency in a foreign depository.  Deposit as aforesaid shall fulfill Licensee's obligations under this Agreement as to record sales to which such royalty payments are applicable.

6.           Statements as to royalties payable hereunder shall be sent by Licensee to Owner within Thirty (30) days after the receipt of manufactured product at Licensee’s warehouse from the manufacture. Concurrently with the rendition of each statement, Licensee shall pay Owner all royalties shown to be due by such statement. No statements need be rendered by Licensee for any such period after the expiration of the Term hereof for which there are no sales of product derived from the license hereunder.  All payments shall be made to the order of Owner and shall be sent to Owner at Owner's address contained in this Agreement.  Licensee shall be entitled to maintain a single account with respect to all product sales subject to this or any other agreement. Owner shall be deemed to have consented to all accountings rendered by Licensee hereunder and said accountings shall be binding upon Owner and shall not be subject to any objection by Owner for any reason unless specific objection, in writing, stating the basis thereof, is given to Licensee within one (1) year after the date rendered, and after such written objection, unless suit is instituted within eighteen (18) months after the date upon which Licensee notifies Owner that it denies the validity of the objection.

        7.           Owner shall have the right at Owner's sole cost and expense to appoint a Certified Public Accountant or attorney who is not then currently engaged in an outstanding audit of Licensee to examine and copy Licensee's books and records as same pertain to sales of the Technology subject hereto, provided that any such examination shall be for a reasonable duration and shall take place at Licensee's offices during normal business hours on one (1) month prior written notice and shall not occur more than once in any calendar year.

              (a)           Notwithstanding anything to the contrary contained herein, if Licensee notifies Owner that the Certified Public Accountant designated by Owner to conduct an audit hereunder is engaged in an outstanding audit of Licensee on behalf of another person ("Other Audit"), Owner may nevertheless have Owner's audit conducted by such accountant, and the running of the time within which such audit may be made shall be suspended until such accountant has completed the Other Audit, subject to the following conditions:

i)  Owner shall notify Licensee of Owner's election to that effect within fifteen (15) days after the date of Licensee's said notice to Owner;

ii)  Owner's accountant shall proceed in a reasonable continuous and expeditious manner to complete the Other Audit and render the final report thereon to the client and Licensee; and

    iii)  Owner's audit shall not be commenced by Owner's accountant before the delivery to Licensee of the final report on the Other Audit, shall be commenced within thirty (30) days thereafter, and shall be conducted in a reasonable continuous manner.

       (b)           The provisions hereunder will not apply if Licensee elects to waive said provisions which require that Owner's accountant shall not be engaged in any Other Audit.

 8.     Owner shall provide Licensee as part of Owner's delivery obligation hereunder, copies of the original patent, including all revisions thereof, photographs, rendering, drawings, training materials, technical support documentation and other artwork n