TECHNOLOGY LICENSE AGREEMENT
(H2ONOW)

THIS AGREEMENT made the 26th day of November, 2001.

BETWEEN:

AND:

WHEREAS:

1.1 Licensor is the owner of certain technology, including:

1.2 Licensor and Licensee desire to enter into a license for the Licensed Technology (as defined below). Licensee also desires to undertake to develop the Licensed Technology, to maintain the intellectual property rights in the Licensed Technology, and to be kept informed of all new developments available or known to Licensor hereafter that may be potentially relevant to Licensed Technology.

As used in this Agreement the following terms shall, unless the context otherwise requires, have the following meanings:

2.1 "Confidential Information" means any information relating to or disclosed in the course of this Agreement which is or should be reasonably understood to be confidential or proprietary. "Confidential Information" does not include information: 1) already lawfully known to the receiving party, 2) disclosed in published materials, 3) generally known to the public, or 4) lawfully obtained from any third party.

2.2 "Field" means the collection and use of solar energy for the production of desalinated water.

2.3 "Licensed Product" means any product or device which incorporates any feature or element of the Licensed Technology.

2.4 "Commencement Date" means the date on the first page of this Agreement.

2.5 "Term" means the period from the Commencement Date to the earlier of: (a) twenty five years from the Commencement Date; or (b) the date this Agreement is terminated pursuant to Article 7 of this Agreement.

2.6 "Licensed Technology" means the following:

2.7 "Gross Receipts" means gross receipts from sales or leases of Licensed Products, including spare parts, components and sub-assemblies thereof, after deducting actual allowances for returned or defective goods, less trade discounts, but before cash discounts and sale of potable water.

2.8 "Affiliated Company" means a company: (a) in which Licensee owns at least 50% of the voting shares; (b) which owns at least 50% of the voting shares of Licensee; or (c) in which at least 50% of the shares thereof are owned by Affiliated Companies.

3.1 Grant of Licensed Technology. Licensor grants to Licensee during the Term the exclusive right and license throughout the world, to use the Licensed Technology (excluding the SOLAWATT Technology) and to manufacture, have manufactured, use, market, have marketed, sell and have sold Licensed Products.

3.2 Further Grant of Licensed Technology. Licensor grants to Licensee during the Term the exclusive right and license throughout the world, to use the SOLAWATT Technology in the Field. Licensor further grants Licensee during the Term the nonexclusive right and license throughout the world, to use the SOLAWATT Technology outside the Field.

3.3 Sublicenses. The rights in the Licensed Technology granted by Licensor to Licensee include the right to grant sublicenses, subject to the prior written consent of Licensor, such consent not to be unreasonably withheld.

3.4 Modifications and Improvements. Licensor will disclose to Licensee, as soon as reasonably practicable, all modifications, improvements and enhancements to the Licensed Technology.

3.5 Assignment. The licenses granted herein may be assigned in whole or in part by Licensee.

3.6 Exploitation of Licensed Rights. Licensee will make reasonable efforts to exploit the rights granted by this Agreement, with a view to generating royalties for Licensor.

4.1 Representations by Licensor. Licensor represents that the following representations are true now and will be true with respect to the Licensed Technology.

5.1 Confidentiality.

6.1 Licensed Technology. Licensee will pay Licensor (i) a royalty of 1% of Gross Receipts received by Licensee or an Affiliated Company and (ii) a royalty of 0.5% of the revenue received by Licensee from the sale of goods and services, including desalinated water and electricity, produced using the Licensed Technology in plants controlled by Licensee.

6.2 Form of Lease and Sale. Royalties payable under this Article will be paid for each Licensed Product that is leased or sold by or for Licensee or its sublicensees, regardless of whether the Licensed Product is sold or leased alone or incorporated into subassemblies or finished products.

6.3 Accounting Period. The accounting of royalties under this Article will be on the basis of one year periods ending on the anniversary of the Commencement Date, beginning with the one year period ending on the first anniversary of the Commencement Date. Each such one year period is called in this Agreement a "Royalty Period".

6.4 Minimum Royalties. For each Royalty Period indicated below, Licensee will pay Licensor the applicable minimum royalty:

1st Anniversary of the Commencement Date $0

2nd Anniversary of the Commencement Date $25,000

3rd Anniversary of the Commencement Date $25,000

4th Anniversary of the Commencement Date $50,000

5th Anniversary of the Commencement Date $75,000

6th Anniversary of the Commencement Date $100,000

Each Anniversary of the commencement Date beginning with the 7th $100,000

6.5 Statements and Payments to Licensor. Within 15 days following the end of each Royalty Period, Licensee will furnish Licensor with a written statement certified by Licensee, of the royalties due to Licensor hereunder for the Royalty Period, setting forth the computation of the royalties. The statement will also include information reasonably necessary to facilitate verification of the royalty calculation and the identification of Licensed Products for which royalties are due. Payment by Licensee will accompany each such statement.

6.6 Books of Account; Examination. Licensee will at all times keep complete, true and correct books of account containing a current record of leases, sales, sublicense royalties, and other data in sufficient detail to enable the royalties payable under this Agreement to be computed and verified. Subject to reasonable confidentiality restrictions and undertakings, Licensee will permit Licensor, Licensor's duly authorized agent, or an independent certified public accountant appointed by Licensor to have access for inspection and make copies of pertinent books of account at reasonable times during business hours.

6.7 Currency. All royalties due hereunder will be paid in United States Dollars. All royalties for a Royalty Period computed in other currency will be converted into United States Dollars at the buying rate for the transfer of such other currencies to United States Dollars on the date of payment, as quoted by The Chase Manhattan Bank, N.A., or other reputable international bank.

6.8 Taxes. In the event any national government imposes any taxes on any part of the payments by Licensee to Licensor required hereunder and requests Licensee to withhold taxes from such payment, Licensee may deduct such taxes from such payments. Tax receipts indicating payments or withholding of taxes on behalf of Licensor will be promptly submitted to Licensor. Licensee will cooperate with Licensor in a determination of the property of imposition of any such tax.

6.9 Exchange Restriction. In the event any national government imposes any exchange restriction applying to payments required under this Agreement, an account in the name of Licensor will be established in a financial institution of Licensor's choice in the country of such national government, and all monies due Licensor will be paid into such account, or, at Licensor's election, payment will be made to any account designated by Licensor that complies with such restriction.

7.1 Termination of Agreement. This Agreement and the License granted pursuant to this Agreement will terminate upon the earliest to occur of the following events:

7.2 License Following Termination. Following any termination of this Agreement other than as a result of breach by either party, Licensee, at its option, will be entitled to a license limited to: (i) all Licensed Products then on hand (whether in the possession of Licensee or its sublicensees, assignees, agents or distributors), (ii) all Licensed Products that Licensee (or such sublicensees, assignees, agents or distributors) can manufacture with materials then on hand that were specifically purchased for the purpose of manufacturing Licensed Products, and (iii) Licensed Products need to fill bona fide orders placed prior to the date of termination.

7.3 Royalty Payments. Licensee's obligation to pay royalties hereunder through the date of any termination of this Agreement will survive termination of this Agreement, and all such royalties will be due and payable within 30 days following such termination accompanied by the statement described in Article 6. After termination, royalties will continue to accrue hereunder upon the sale, lease, or other disposition of Licensed Products or goods and services produced using the Licensed Technology in plants controlled by Licensee.

8.1 Affixed to Licensed Products. Licensee will affix (or require any sublicensee or assignee of Licensee to affix) to each Licensed Product or to the package containing such Licensed Product or to an insertion slip in the package with each Licensed Product, a legible notice reading: "Licensed under one or more of the following patents", followed by a list of patent numbers applicable to such Licensed Product.

9.1 Who May Sue. Upon learning of any infringement or misappropriation by any third party of any claim of any issued patent included within the Licensed Technology, either party will promptly notify the other party in writing of such infringement or misappropriation, giving details thereof. Licensor and Licensee both will have the option, either alone or jointly, to take such measures as may be required to terminate any infringement or misappropriation. When either party brings an infringement or misappropriation action, the other party may join as plaintiff and, whether or not it joins as a plaintiff, will cooperate and assist in the preparation and prosecution of the action.

9.2 Allocation of Expenses and Damages. In the case of mutual agreement on the institution of an infringement or misappropriation action against a third party, Licensee will bear one-half and Licensor will bear one-half of all expenses, unless one party declines to participate financially in the prosecution of such action, in which case the party declining to participate will be excused from bearing its share of such expenses and will be excluded from any share of the damages, fees, costs and penalties recovered. In the case of mutual agreement on the institution of an infringement or misappropriation action, Licensee will receive one-half and Licensor will receive one-half of all damages, fees, costs and penalties recovered that remain after first reimbursing each of them for any amounts expended in prosecuting such infringement or misappropriation action.

9.3 Defense of Licensed Technology. If any judicial, administrative or other action or proceeding is commenced in which any right purported to be granted to Licensee by this Agreement is challenged or is the subject of investigation, or in which the validity of any patent or patent claim that is part of Licensed Technology is challenged, Licensee (or its assignee), at its own expense, will have the obligation to defend against any such action or proceeding, in its own name or in the name of Licensor, or both. Licensor will cooperate fully in such defense. In each Royalty Period, Licensee may apply up to 50% of Royalties due Licensor in such Royalty Period to pay its attorney fees and other expenses of defense. Royalties applied to such fees and expenses will be included when determining the Minimum Royalty for such Royalty Period.

10.1 During the Term:

11.1 Notices. All notices or other communications required by this Agreement will be in writing and will be hand delivered or sent by certified mail, and will be regarded as properly given if sent to the parties or their representatives at the addresses located below:

If to Licensee:

Sunspring Inc. (SUNS)
112 C Longview Drive
Los Alamos, New Mexico 87544

If to Licensor:

Melvin L. Prueitt
161 Cascabel
Los Alamos, New Mexico 87544

From time to time during the term of this Agreement, the parties may, at their discretion, designate other representatives, addresses or addressees.

12.1 Compliance With Law. At all times during the Term, Licensee and Licensor will comply in all respects with the Export Administration Act of 1979, 50 U.S.C. paragraph 2401, et seq., the Arms Export Control Act, both as from time to time amended, with regulations promulgated under either, and with administrative acts pursuant to either, and with other applicable statutes and regulations of the United States

13.1 Writing Required. This Agreement constitutes the complete agreement of the parties and cannot be modified except in writing signed by the parties. This Agreement shall bind, and inure to the benefit of, each of the parties and their personal representatives, successors in interest and any approved assigns of Licensee. This Agreement and all amendments hereto shall be governed by and construed and enforced in accordance with the laws of the State of New Mexico, except that questions affecting the construction and effect of any patent shall be determined by the law of the country in which the patent was granted.

14.1 Survival. The provisions set forth in Articles 4, 5, 7, 8 and Articles 12 through 16 will survive the termination of any license granted hereunder and survive the termination of this Agreement.

15.1 Counterparts. This Agreement may be executed by facsimile and in several counterparts, each of which shall be deemed to be an original and all of which shall together constitute one and the same instrument.

16.1 Agreement to Arbitrate. All disputes between Licensee and Licensor arising under this Agreement shall be resolved by binding arbitration in Albuquerque, New Mexico, pursuant to the Commercial Arbitration Rules of the American Arbitration Association and the then current New Mexico Uniform Arbitration Act, and judgment upon the award may be entered in any court having jurisdiction.

DATED: Nov. 26, 2001

LICENSOR:

/s/ Melvin L. Prueitt
MELVIN L. PRUEITT

LICENSEE:

SUNSPRING INC. (SUNS)
a Nevada Corporation

By: Melvin L. Prueitt
Its: President

(not attached)