LICENSE AGREEMENTS

12 Months Ended

Dec. 31, 2011

NOTE 6 – LICENSE AGREEMENTS

India and Bangladesh

On August 25, 2011, pursuant to an asset purchase agreement dated May 13, 2011 between the Company and ECO, ECO assigned to the Company its license agreement with Sanjose Acquadocs Pte. Ltd. of Singapore signed on February 2, 2010. The Term of the license agreement is from February 2, 2010 until the expiration of the patent in relation to the USBF technology.

Sanjose Acquadocs has the non-transferable, non-sub licensable right to manufacture and construct, distribute and sell the USBF systems within India and Bangladesh provided that in India the right is limited to private sector clients only.

The consideration granted is as follows:

-	A one-time technology transfer fee of CAD$8,000 (paid to ECO upon signing the license agreement in 2010);

-	Sales fees equaling 6% of Sanjose Acquadocs’s qualifying hard costs (total costs paid by Sanjose Acquadocs, customers of the USBF technology, and all other third parties for complete delivery of the USBF package plants), payable within 45 workings days from the complete delivery;

-	Minimum annual sales fee of CAD$50,000 from the third year after February 2, 2010 with shortfall to be met by Sanjose Acquadocs;

-	The Company has the right not more than twice a year to review and make copy of Sanjose Acquadocs’ books and records to ensure no deficiencies in royalty payments by Sanjose Acquadocs to the Company; and

-	Interest will be charged on amounts not paid timely by Sanjose Acquadocs at the rate equal to the Bank of Canada Prime Rate plus 3%, compounded daily.

The license agreement may be terminated by mutual consent in writing or 30 days after one party notices the termination by writing upon the other party’s breach of the license agreement.

As at December 31, 2011 and the date of this report, no proceeds have been generated from the license agreement.

China and Other Territories

Effective September 22, 2011, the Company signed a license agreement with Beijing Alpha Wastewater Treatment Technology Co., Ltd. (“Beijing Alpha”), a private company registered in Beijing, China whereby Beijing Alpha has the non-exclusive, sub-license-able right to manufacture, assemble, distribute, sell, lease and promote the USBF System in China and other countries granted by the Company. The license fee is 6% of the full price customers agree to pay to Beijing Alpha for the delivery and installation of the USBF System, the System housing and any associated operations facilities. In addition, an annual fee of $150,000 will be paid by Beijing Alpha to the Company on a quarterly basis for the Company to provide engineering for a period of three years. The license agreement is effective until the expiration of the Company’s patent rights to the USBF technology.

As of the date of this report, no proceeds were generated from the license agreement.

- Definition

The entire disclosure for all or part of the information related to intangible assets.

+ References+ Details

ALPHA WASTEWATER, INC. 10-K