Joint Venture Agreement Between BioTex Holdings and Citrus Products of Belize Limited (BTX Citrus Belize, Ltd.)

We acknowledge that the scope of responsibility for the operation of BTXC will be defined further in the Operating Agreement which will be written at the first meeting of the Board of Directors prior to commencement of operations.

Counsel to either party has not reviewed this Memorandum. Should it be deemed necessary, at the request of either party hereto, the parties agree to execute a more formal Joint Venture Agreement. However, nothing contained therein shall change the terms contained herein without the mutual consent of the parties hereto.

CPBL acknowledges that, by reason of its relationship to BTXC and BIOTEX hereunder, it will have access to certain information and materials concerning BIOTEX’S business, finances (including costs, revenues, and profits), plans, customers, technology and products, including, but not limited to, configuration of systems embodying the Technology and with machines embodying BIOTEX’s other technologies, that are confidential and of substantial value to BIOTEX, which value would be impaired if such information were disclosed to third parties (BIOTEX’s “Confidential Information”). CPBL agrees that it will not use in any way for its own account or the account of any third party, nor disclose to any third party, any Confidential Information revealed to it by BTXC or BIOTEX, except as may be necessary to perform this Agreement. CPBL shall take every reasonable precaution to protect the confidentiality of Confidential Information. Upon request by CPBL, BIOTEX shall advise whether it considers any particular information or materials to be confidential. In the event of termination of this Agreement, there shall be no use or disclosure by CPBL of any Confidential Information of BIOTEX, and CPBL shall not reproduce, manufacture, have reproduced or have manufactured any systems, computer software programs, devices, components or assemblies utilizing any of BIOTEX’s confidential information.

The joint ownership in BTXC does not give CPBL any right to utilize BIOTEX’s technologies outside the joint venture. CPBL agrees that BIOTEX retains all of its right, title and interest in and to all patents, trademarks, trade names, inventions, copyrights, know-how and trade secrets relating to BIOTEX’s technologies, including, but not limited to, its configuration of systems embodying BIOTEX’s technologies.

The parties acknowledge that disclosure of BIOTEX’s Confidential Information would cause BIOTEX irreparable injury. BIOTEX acknowledges that CPBL has certain trade secrets and clients, which may become known to BIOTEX as a result of the joint venture. BIOTEX agrees to keep any such information confidential.

The Parties acknowledge that it is the intent to build a second plant at the CPBL FMC facility in the future, however the details of said second plant will be addressed in another document at a future date.