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International License Agreement

INTERNATIONAL LICENSE AGREEMENT

THIS INTERNATIONAL LICENSE AGREEMENT (Agreement) is made as of this day of ______, 2006, ("Effective Date") by and between NanoLogix, Inc., a Delaware corporation having a place of business at 87 Stambaugh Avenue, Suite 2, Sharon, Pennsylvania 16146 (Licensor), and Nutra Pharma Corp., a California corporation having a place of business at 3473 High Ridge Road, Boynton Beach, Florida 33426 (Licensee) (each, a Party and together, the Parties).

WHEREAS, Licensor is the owner of certain Licensed Patents, Licensed Technology and trade secrets;

WHEREAS, Licensee desires to acquire a license for use of the Licensed Technology in the development, commercialization and sale of the Licensed Products within the Field of Use (as defined below), both domestically and internationally; and

WHEREAS, Licensor has the power and authority to grant Licensee such a license domestically and in certain countries;

NOW, THEREFORE, in consideration of the payments made and to be made to Licensor by Licensee and the mutual promises and covenants contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

As used in this Agreement, the following terms and variations thereof shall have the meanings below:

1.1 Affiliate and Affiliates 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 Agreement has the meaning set forth in the preface to this Agreement.

1.3 Bankruptcy Code means the Bankruptcy Code of the United States, as amended.

1.4 Buffer Products" means certain of Licensor's products utilizing Licensor's trade secrets, including "AFZ", the "Adaptor Buffer" and other related formulas.

1.5 Calendar Quarter means each of the three-month periods ending March 31, June 30, September 30 and December 31 in any given calendar year.

1.6 "Calendar Year" means the 12-month period beginning January 1 and ending on December 31 in any given calendar year.

1.7 Effective Date has the meaning set forth in the preface to this Agreement.

1.8 Field of Use with regard to the Licensed Technology, Licensed Patent(s) and Licensed Product(s) means 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 Licensors 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 Licensor as specified in the Realm of Use, and excludes kits for any other uses, which uses or kits are reserved to Licensor, 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 Licensor). Further, the Field of Use does not include any industrial use of the Licensed Technology, Licensed Patent(s) and Licensed Product(s). Whereas the Field of Use and the Realm of Use both provide for certain uses within the area of health, the Licensee, with regard to the Licensed Technology, Licensed Patent(s) and Licensed Product(s) is limited to only the uses within the areas of health that are specified in the Field of Use.