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Patent Assignment Agreement

PATENT ASSIGNMENT AGREEMENT

Dated ____________, 2006

PATENT ASSIGNMENT AGREEMENT

This Patent Assignment Agreement (Agreement) is dated ____________, 2006 (Commencement Date), by and between NanoLogix, Inc., a Delaware corporation having a place of business at 87 Stambaugh Avenue, Suite 2, Sharon, Pennsylvania 16146 (Assignor) and Nutra Pharma Corp., a California corporation having a place of business at 3473 High Ridge Road, Boynton Beach, Florida 33426 (Assignee) (each, a Party and together, the Parties).

WHEREAS, Assignor is the owner of certain patents;

WHEREAS, Assignee desires to acquire said patents for use within the Field of Use (as defined below), both domestically and internationally; and

WHEREAS, Assignor has the power and authority to convey said patents to Assignee domestically and in certain countries;

NOW, THEREFORE, in consideration of the respective covenants contained herein and intending to be legally bound hereby, the Parties hereto agree as follows:

For purposes of this Agreement, the following terms and variations thereof shall have the meanings specified or referred to in this Section.

1.1 Affiliate and Affiliates shall mean any individual, corporation, subsidiary, affiliate, partnership, association, business, organization or other entity that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a Party and/or such entities. The term 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 or policies of an individual or entity, whether through the ownership of voting shares, by contract or otherwise.

1.2 Assigned Patents shall mean the patents, including inventions and registrations and applications assigned by Assignor to Assignee for sole use limited to the Field of Use identified in Exhibit A hereto.

1.3 Assignees Field of Use or Field of Use with regard to Assignees use of the Assigned Patents and use of the technology and intellectual property associated with the Assigned Patents shall mean only the uses within the areas of health described herein; specifically, the detection and identification of human and veterinary identification of Atypical Mycobacteria, Tuberculosis, Mycobacterium Avium Intracellulare (MAI), Mycobacteria, Paratuberculosis, Nocardia and Pseudomonas for disease identification, and antibiotic assaying (but such assaying does not include antibiotic assaying when those antibiotics or compounds are derived from by-products obtained through growing microorganisms using Assignor's IP) for determining the antimicrobial agent sensitivity of microorganisms to ascertain which antibiotics are efficacious against microorganisms in the field of health which may lead to drug discoveries; and excludes any other uses, including any use reserved for the Assignor as specified in the Realm of Use or Assignors Use, and excludes kits for any other uses, which uses or kits are reserved to Assignor, including but not limited to uses, kits, or bioreactors pertaining to bioremediation, apoptosis, nanotechnology, biomems, microfluidic devices, the production of hydrogen and the identification and growing of over 32 different paraffin-eating and non-paraffin eating microorganisms to collect any microbial by-products of any kind, including antibiotics (all of which fall under the Realm of Use of the Assignor). Further, the Assignees Field of Use does not include any industrial use of the Assigned Patents. Whereas the Assignees Field of Use and the Assignors Use both provide for certain uses within the area of health, the Assignee, with regard to Assignees use of the Assigned Patents and use of the technology and intellectual property associated with the Assigned Patents is limited to only the uses within the areas of health that are specified in the Assignees Field of Use.

1.4 Assignor Indemnified Parties shall have the meaning set forth in Section 12.1.

1.5 Breach shall mean any breach of, or any inaccuracy in, any representation or warranty or any breach of, or failure to perform or comply with, any covenant or obligation, in or of this Agreement or any other Contract, or any event which with the passing of time or the giving of notice, or both, would constitute such a breach, inaccuracy or failure.