BHBITB Contract

BHBITB2009

By visiting this website the following contract has been agreed to. It is not necessary to sign this and return this document as it has already been recorded. This Document serves therein as record for the previously explained actions and will constitute a binding contract. BHBITB reserves the right to terminate this contract without notice and for any reason.

THIS AGREEMENT is made upon and shall be effective as of ____________,

20_, by and between BHBITB and ________________________.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing Recitals and the

covenants and agreements set forth herein, together with other good and

valuable consideration, the receipt and sufficiency of which is hereby

acknowledged, the parties agree as follows:

1. DEFINITIONS. The capitalized terms used herein shall have the

meanings set forth below, or the meanings assigned to them elsewhere herein:

(a) The term "Affiliate" shall mean, with respect to any given

entity (which includes without limitation any company, organization, or

person), any other entity directly or indirectly controlling, controlled by,

or under direct or indirect common control with such given entity. For

purposes of this definition, the ownership of a twenty-five percent (25%) or

greater equity interest in an entity shall be deemed control of such entity,

and the ownership of less than a twenty-five percent (25%) equity interest in

an entity (absent any other exercise of control) shall be deemed not to be

control of such entity.

forth on Exhibit "B", attached hereto and incorporated herein by this

reference, which incorporate in whole or in part any portion of the

Technology and which are used or sold in the Field of Use. Notwithstanding

any other provision of this Agreement, the parties agree that the following

items shall not be within the scope of the definition of "Products" or

otherwise available for licensing under this Agreement: sealed containers for

the long-

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term storage of liquids whether for single or multiple portions (e.g., soft

drink cans, milk cartons, sealed juice or drink containers), or boxes or

sealed containers for the long term storage of single or multiple servings of

foods (e.g., dry cereals, egg cartons, and meat and deli trays) - the right to

license such items has been retained by EKI.

(f) The term "Technology" shall mean all of the proprietary

technology involving hydraulically reacting materials which is (i) described

or claimed in any United States patent or patent application set forth in

Exhibit "A", attached hereto and incorporated herein, including without

limitation, any continuations, divisionals or continuations-in-part, reissues

and extensions thereto, and any patents issued therefrom, and (ii) the

subject of any future United States patents or patent applications to the

extent that such patents or patent applications are licensed to ECC and

directly utilized in the manufacture, use or sale of Food Packages by the

Sublicensee. The Technology, to the extent it exists upon the execution date

of this Agreement, is further described on Exhibit "A". The term Technology

shall also include the proprietary information of ECC, or licensed to ECC,

that is related to the Technology which is described on Exhibit "A" as "Trade

Secrets" and any other proprietary information of ECC, or licensed to ECC,

which is delivered, orally or in writing, to the Sublicensee and designated,

orally or in writing, as "Confidential".

(g) The term "Territory" shall mean all fifty states of the United

States of America and any territories or possessions of the United States.

The term "Territory" also shall include Canada, Mexico, Central America, and

the Caribbean islands and nations, subject to any foreign territory being

removed, all or in part, at ECC's option, if Sublicensee has not commenced

commercial production or sales of Products in such foreign territory prior to

January 1, 1996.

(h) If Sublicensee conducts business and wants to sell Products

outside of the Territory, ECC agrees that it will negotiate in good faith with

Sublicensee for a

separate non-exclusive sublicense covering a specified geographic area

outside of the Territory.

2. THE SUBLICENSE.

(a BHBITB hereby grants to Sublicensee a non-exclusive,

royalty-bearing sublicense (the "Sublicense") to make, use, sell and

otherwise commercialize the Products solely within the Territory and solely

within the Field of Use. The Sublicense shall be irrevocable except as

specifically provided in this Agreement.

assign or transfer the Technology, or any interest in or rights under the

Sublicense (i) except to an Affiliate or (ii) except with the prior written

consent of ECC, which consent will not unreasonably be withheld (such

assignee referred to herein as a "Proper Assignee"). Any such purported

sublicense or transfer shall be void and shall constitute a breach of a

material obligations of Sublicensee within the meaning of paragraph 16,

hereof. The merger or consolidation of Sublicensee or a Proper Assignee with

or the sale of substantially all of Sublicensee's or a Proper Assignees'

assets or equity interest to, any other entity that is not, prior to such

merger, consolidation or sale, an Affiliate of Sublicensee, whether occurring

by operation of law or otherwise, shall not be deemed to be an assignment of

the Technology and is expressly permitted under the terms of this Agreement.

(d) As more fully set forth in paragraph 10(b) hereof, Sublicensee

is authorized and required to utilize, in connection with the marketing,

distribution and sale of the Products, those trade names, trademarks, service

marks, slogans and logo marks

(collectively the "Trademarks") which are designated by ECC to Sublicensee

prior to commercial production of a Product by Sublicensee or from time to

time thereafter.

(e) From time to time during the term of this Agreement, the parties

may, by written agreement, amend Exhibit "B" hereto in order to add thereto

one or more additional Products or range of Products. No amendment of

Exhibit "B" shall be effective unless it is in writing and signed by both of

the parties. The manufacture or sale of any Product not licensed hereunder

shall be a breach of a material obligation of Sublicensee within the meaning

of paragraph 16 hereof. If Sublicensee requests that Exhibit "B" be amended

in order to add an additional Product or range of Products, ECC shall meet

with representatives of Sublicensee at reasonable times and at mutually

agreeable locations and shall discuss, in good faith, the amendment of

Exhibit "B" requested by Sublicensee. ECC shall have no obligation to amend

Exhibit "B" hereto in accordance with any request by Sublicensee unless the

terms and conditions of the proposed amendment are satisfactory to ECC.

(f) Sublicensee shall not market, distribute or sell any Product

to any person, firm or entity outside the Territory, or to any person, firm

or entity within the Territory if Sublicensee knows or has reason to believe

that such person, firm or entity intends to use the Product in question

outside the Territory. The sale or distribution of a Product outside the

Territory by Sublicensee shall constitute a breach of a material obligation

of Sublicensee within the meaning of paragraph 16 hereof.

3. ROYALTIES.

(a) As consideration for the grant of the Sublicense, Sublicensee

shall pay to ECC a royalty (the "Royalty") of twenty percent (20%) of the

Gross Sales Price for each Product which is sold by Sublicensee during the

term of this Agreement.

(b) Sublicensee shall be deemed to have "sold" a Product, and ECC

shall be deemed to have earned the Royalty, upon the earliest date that

Sublicensee actually ships, delivers, or invoices such Product to any person,

firm or entity, including but not

limited to any Affiliate of Sublicensee. Provided, however, that the

Sublicensee shall be entitled to a credit for all bad debt or uncollected

accounts associated with the computation of Royalty for a given period.

Sublicensee to manufacture other Products which are sold and for which a

Royalty is paid to ECC. No multiple Royalties shall be payable because a

Product is covered by more than one patent within the scope of the

Technology. No Royalty shall be due, owing or payable on Products

manufactured on the Pilot Production Line which Products are used exclusively

for demonstration or market testing purposes.

(d) Failure to make payment when due of any Royalty hereunder is a

breach of a material obligation of Sublicensee and may result in the

termination of this Agreement pursuant to paragraph 16 hereof.

4. PAYMENT OF THE ROYALTY.

(a) Within thirty (30) days of the final day of each calendar

debts/uncollected accounts and taxes with respect to Products sold.

(b) All payments called for by this Agreement shall be paid by

Sublicensee in United States dollars.

5. RIGHT TO AUDIT.

(a) Sublicensee shall keep and maintain complete and accurate

records concerning all aspects of the manufacture and sale of the Products.

ECC or its designee (the "Representative") shall have the right, at ECC's

expense, periodically to review those records and operations of Sublicensee

which deal with the design, manufacture, shipment and sale of Products. Such

reviews may take place only during the normal business hours of Sublicensee

and only upon written notice to Sublicensee given at least three (3) business

days prior to such review. The Representative conducting such review shall

be required to execute a confidentiality agreement pursuant to which the

Representative shall agree that it will not disclose or use the information

obtained pursuant to such review to or for the benefit of any person or

entity except ECC unless required to do so in connection with the resolution

of any dispute concerning any payment required by this Agreement.

(b) If any such review reveals, in the opinion of ECC, that

Sublicensee has not paid to ECC the full amount of any payment due hereunder

for the period covered by such review, ECC shall give the Sublicensee written

notice (the "Review Notice") of such discrepancy. The Review Notice shall be

accompanied by a written report prepared by ECC or the Representative setting

forth, in reasonable detail, the basis of the alleged underpayment. If

delivered to Sublicensee.

6. IMPROVEMENTS TO TECHNOLOGY

any customers of the foregoing, as the result of such alleged infringement.

ECC shall assume and control the defense of any such lawsuit, at its sole

cost and expense, irrespective of whether ECC is named as a defendant in such

litigation. Sublicensee will assist ECC in the defense of such suit or action

by providing information and fact witnesses as needed; provided, however,

that ECC shall reimburse Sublicensee for all out-of-pocket costs incurred by

Sublicensee in connection with such action by allowing a credit or offset

against the Royalty due hereunder. Sublicensee shall have the right to be

represented in such suit or action by their own legal counsel, at their own

expense, provided that such legal counsel will act only in an advisory

capacity. If ECC decides to not assume the defense of any infringement

lawsuit described in this paragraph 8(b), Sublicensee shall have the right,

but not the obligation, to assume the defense of such lawsuit utilizing legal

counsel of its choice. Additionally, Sublicensee will indemnify and hold ECC

and its licensor of the Technology harmless from and against, and hereby

assumes liability for the payment of any and all loss, liability or damage,

and for all costs

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and expenses, including reasonable costs of investigation and reasonable

attorneys, accountants and expert witness fees (collectively "Losses") that

may be imposed upon, suffered or incurred by ECC and its licensor of the

Technology as a consequence of or in connection with any lawsuit described in

this paragraph 8(b), but only to the extent that such lawsuit and resulting

liability is based on matters other than the Technology licensed hereunder.

hereof, Sublicensee is required by final court order from which no appeal can

be taken (or by a court order which ECC's legal counsel believes has no

reasonable likelihood of success for modification on appeal) to obtain a

license under any third party's patent not licensed hereunder in order to

continue with Sublicensee's activities as contemplated by this Agreement, and

to pay a royalty under such license, and the infringement of such patent

cannot reasonably be avoided by Sublicensee, the future payment of the

Royalty shall thereafter be reduced by an amount equal to 100% of any fee or

royalty payable by Sublicensee under such additional license (including all

payments under such agreement whether for periods prior to such agreement or

order) as long as the infringement was due to the Technology licensed

infringement of such patent cannot reasonably be avoided by Sublicensee, the

(d) Continue to make all required payments under this Agreement to

then special report of sales of Products and Gross Sales Price of the same.

11. REPRESENTATIONS AND WARRANTIES OF ECC. ECC hereby represents and

warrants to Sublicensee that:

power and authority to own, operate and lease its properties and to carry on

other laws relating to or affecting creditors' rights generally and to

general principles of equity.

obligations or agreements which are in conflict with this Agreement.

any claims or threatened, in writing, or otherwise, that ECC is in violation of

or has infringed any patent, patent license, trade name, trademark, service mark

brand mark, brand name, copyright, know-how, formula or other proprietary or

trade rights of such third party as they relate to the Technology. ECC is not

now in possession of and at no time has received any information which would

render any claims essential to the commercial utilization of the Technology

invalid and/or unenforceable. To the best of ECC's present knowledge and

belief, the use of the Technology in the manufacture of the Products pursuant to

the terms of this Agreement will not constitute infringement of the proprietary

rights of any third party.

(e) The execution, delivery and performance of this Agreement by ECC

and the consummation by it of the transactions contemplated hereunder, do not

and will not conflict with or result in a breach or termination of any term or

provision of, or constitute a default under any other agreement, or result in

the creation of any lien, charge or encumbrance upon any of its properties or

assets pursuant to any corporate charter, bylaw, mortgage, deed of trust,

indenture or other agreement or instrument, or any order, judgment, decree or

like restriction, statute or regulation by which it or any of its assets and

properties may be bound. The representation and warranty given in this

paragraph 11(e) shall not be deemed or construed to expand or modify the

representation and warranty given by ECC in paragraph 11(d) hereof.

(f) The execution, delivery and performance of this Agreement by ECC

and the consummation by it of the transactions contemplated hereby will not (i)

constitute a violation (with or without the giving of notice or lapse of time)

of any provision of applicable law, (ii) require any consent, approval or

authorization of any person or governmental authority, (iii) result in a default

under, acceleration or termination of, or the creation in any party of the right

to accelerate, terminate, modify or cancel any agreement, lease, franchise,

permit, note or other restriction, encumbrance, obligation or liability to

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which ECC is a party or by which it is bound or to which any of its assets are

subject, (iv) result in the creation of any lien or encumbrance upon ECC's

assets, (v) conflict with or result in the breach of or constitute a default

13. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations

and warranties of the parties, as set forth herein, shall be true and

accurate as of the effective date of this Agreement, and shall survive the

execution of this Agreement.

14. INDEMNIFICATION. In addition to the indemnification provisions

provided elsewhere in this Agreement:

(a) ECC will indemnify and hold Sublicensee harmless from and

against, and hereby assumes liability for, the payment of any loss, liability

or damage, and for all costs and expenses (including reasonable costs of

investigation and reasonable attorneys, accountants and expert witness fees)

(collectively "Losses") of whatsoever kind and nature that may be imposed

upon, suffered or incurred by Sublicensee as a consequence of or in

connection with any misrepresentation or breach of any warranty, covenant or

agreement of ECC contained in this Agreement.

(b) Sublicensee will indemnify and hold ECC harmless from and

against, and hereby assumes liability for, the payment of all Losses of

whatsoever kind and nature that may be imposed upon, suffered or incurred by

or asserted against ECC as a consequence of or in connection with any

misrepresentation or breach of any warranty, covenant or agreement of

Sublicensee contained in this Agreement.

pursuant to an indemnity provided by this paragraph 14 unless and until the

aggregate amount of all indemnified Losses suffered or incurred by such

indemnified party after the effective date hereof equals or exceeds

$100,000, at which time the indemnifying party shall be obligated

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to pay the indemnified party the full amount of all indemnified Losses,

including such initial $100,000 in Losses. The amount of indemnity payable

pursuant to this paragraph 14 shall be calculated after giving effect to any

insurance proceeds actually received by the indemnified party; provided that

neither party shall subrogate to any insurance carrier any rights or claims

which it may have against the other party.

15. CONFIDENTIALITY.

(a) Sublicensee acknowledges that ECC claims that the Technology,

as it may exist from time to time as well as the other confidential or

proprietary information (including business and financial information) of ECC

(whether owned by ECC or acquired by license from third parties) are and

shall remain the valuable, special, unique and proprietary assets of ECC, and

shall constitute "Confidential Information" hereunder. In order for any

disclosed to Sublicensee by a third party who has received and disclosed such

information without the breach of any obligation of confidentiality to ECC or

to any third party assignor of such Confidential Information. For purposes

of this paragraph 15(a), information shall not be deemed to be part of the

public domain or in Sublicensee's knowledge merely because it may be embraced

in a more general disclosure or simply because it may be derived from

combinations of disclosures or information generally available to the public

or within Sublicensee's knowledge. The parties acknowledge that disclosure

to Sublicensee of Confidential Information will be necessary in order to

enable

Sublicensee to utilize the Sublicense in the manner contemplated by this

Agreement, and ECC will make such disclosures of the Confidential Information

to Sublicensee as is necessary, required or appropriate in that regard. To

the extent that the disclosure of such Confidential Information is deemed to

be a transfer of the Technology licensed hereunder, such Technology transfer

employees, accountants, attorneys and other agents and professional advisors)

either during or after the term of this Agreement unless required to do so by

court order or by law, in which case Sublicensee shall notify ECC, in

writing, prior to making such disclosure and shall cooperate with ECC to

preserve and protect the confidentiality of the Confidential Information in

question to the fullest extent possible. Additionally, except as specifically

contemplated by this Agreement, Sublicensee shall not utilize any

Confidential Information for its own benefit or for the benefit of any third

party. Prior to making any permitted disclosure of any Confidential

Information to its employees, accountants, attorneys and other agents and

professional advisors, Sublicensee shall require such persons, firms, or

entities to execute and deliver written disclosure agreements which shall

obligate such persons, firms and entities to comply with the same obligations

PURPOSE

The Code of Business Conduct of Halliburton Company contains the specific Corporate Policies adopted by the Board of Directors that relate to the legal and ethical standards of conduct of Directors, Employees and agents of the Company. The Corporate Policies listed in the index set forth in Corporate Policy 3-0000 constitute the Code of Business Conduct and govern the conduct of business by the Company.

The purpose of this General Policy Regarding Laws and Business Conduct is to provide a general statement regarding the Company’s expectations as to the legal and ethical nature of conduct of the Company’s Directors, Employees and agents while acting on the Company’s behalf and to provide for the administration of the Company’s Code of Business Conduct.

This Corporate Policy 3-0001 is intended to enhance the qualifications of the Code of Business Conduct as a program that, under the United States Sentencing Guidelines, is reasonably designed, implemented and enforced so as to be generally effective in preventing and detecting criminal conduct, and that promotes an organizational culture that encourages ethical conduct and a commitment to compliance with the law.

Moreover, this Code of Business Conduct applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Company believes that this Code of Business Conduct exceeds the requirements of the definition of a “Code of Ethics” as set forth in the regulations of the United States Securities and Exchange Commission (‘SEC”) issued pursuant to Section 406 of the Sarbanes-Oxley Act of 2002. However, for purposes of clarity and to ensure compliance with Section 406, this Code of Business Conduct as it applies to these listed officers is designed to deter wrongdoing and promote:

(1) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships

(2) full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications made by the Company

(3) compliance with applicable governmental laws, rules and regulations

(4) the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

(5) accountability for adherence to the Code.

Definitions:

As used in the Code of Business Conduct:

“Company” means Halliburton Company, a Delaware corporation, its divisions, subsidiaries, and successors.

“Director” means any Director of Halliburton Company.

“Employee” means any employee of the Company, including the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

“High Level Personnel” means individuals who have substantial control over the Company or who have a substantial role in policy-making within the Company, including Directors, executive officers and individuals in charge of a major business or functional unit of the Company, such as sales, administration or finance.

“Laws” means laws, rules and regulations of governmental agencies and authorities.

“Policy Committee” means the Policy Committee of the Company.

Policy:

A. Standards of Conduct.

It is the Company’s policy to observe and comply with all Laws applicable to it or the conduct of its business wherever located. In some situations the applicable Law of the United States may conflict with the applicable Law of another country. In such cases the Company will endeavor to resolve such conflict following the guidance of its Law Department. Where such a conflict cannot be resolved, the applicable Law of the United States will be observed and complied with by the Company.

The Code of Business Conduct applies to agents of the Company as well as its Directors and Employees. However, in the c

a. evaluate such information as to gravity and credibility;

supervisor shall report the complaint immediately to the Human Resources Department. Nothing in this Policy requires any Employee complaining of discrimination to present the matter to the person who is the subject of the complaint.

annually a completed copy of a statement of compliance. The Director - Audit Services will also be responsible for notifying the Chief Executive Officer and the Audit Committee of the Board of Directors that such statements are on file as

3. Statements of compliance will be completed by all Employees upon becoming subject to the standard stated in Policy paragraph 5 above. Supplemental and annual reports for such Employees will be obtained as set forth in Procedure paragraph 1 above.

8.2 Counterparts. This Agreement may be executed in one or more

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counterparts, all of which shall be considered one and the same agreement and

shall become effective when one or more counterparts have been signed by each of

the parties and delivered to the other parties, it being understood that all

parties need not sign the same counterpart.

8.3 Entire Agreement . This Agreement and the documents and

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instruments and other agreements specifically referred to herein or delivered

pursuant hereto, including the exhibits and schedules hereto, including the

Company Disclosure Schedule, together constitute the entire agreement among the

parties with respect to the subject matter hereof and supersede all prio

8.8 Remedies Cumulative. Except as otherwise provided herein, any and

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all remedies herein expressly conferred upon a party will be deemed cumulative

with and not exclusive of any other remedy conferred hereby, or by law or equity

upon such party, and the exercise by a party of any one remedy will not preclude

the exercise of any other remedy.

8.9 Governing Law. This Agreement shall be governed by and construed

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in accordance with the internal laws of the State of Delaware applicable to

parties residing in the State of Delaware, without regard to applicable

principles of conflicts of law. Each of the parties hereto irrevocably consents

to the exclusive jurisdiction of any court located within Delaware in connection

with any matter based upon or arising out of this Agreement or the matters

contemplated hereby and it agrees that process may be served upon it in any

manner authorized by the laws of the State of Delaware for such persons and

waives and covenants not to assert or plead any objection which it might

otherwise have to such jurisdiction and such process.

8.10 Rules of Construction. The parties hereto agree that they have

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been represented by counsel during the negotiation, preparation and execution of

this Agreement and, therefore, waive the application of any law, regulation,

holding or rule of construction providing that ambiguities in an agreement or

other document will be construed against the party drafting such agreement or

document.

8.11 Enforcement. Each of the parties hereto agrees that irreparable

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damage would occur and that the parties would not have any adequate remedy at

law in the event that any of the provisions of this Agreement were not performed

in accordance with their specific terms or were otherwise breached. It is

accordingly agreed that the parties shall be entitled to an injunction or

to this Agreement or any of the transactions contemplated by this Agreement in

any court other than a Federal court sitting in the State of Delaware or a

Delaware state court and (d) waives any right to trial by jury with respect to

any claim or proceeding related to or arising out of this Agreement or any

transaction contemplated by this Agreement.

8.12 Waiver. Any waiver of any of the terms of this Agreement must be

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in writing and must be duly executed by or on behalf of the party to be charged

upon strict adherence to the terms of this Agreement at a later date. Further,

no waiver of any of the terms of this Agreement shall be deemed to or shall

constitute a waiver of any other term hereof (whether or not similar).

By visiting this website this contract has been agreed to. It is not necessary to sign this and return this document as it has already been recorded. This Document serves therein as record for the previously explained actions and will constitute a binding contract. BHBITB reserves the right to terminate this contract without notice and for any reason.

Signor Date

Signee Date

Witness Date