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SUB LICENSE AGREEMENT

THIS SUB LICENSE AGREEMENT, including the Schedules referred to

herein and attached hereto (the "Agreement"), is made and entered into this I0th

day of June 2010 by and between Rampart Detection Systems Ltd , a private

company incorporated in the Province of British Columbia, Canada ("Licensor") and

Rampart Environmental Solutions, Inc., a private company incorporated in the State

of Nevada ("Licensee").

RECITALS

WHEREAS Licensor owns and has the right to grant sub licenses wider

certain patents, patent applications, technology, trade secrets, data, know-how and

other intellectual property relating to electromagnetic signal detection as set out in

detail in Schedule A attached (as amended) and hereafter referred to collectively as

the Licensed Products; and

WHEREAS Licensee desires to obtain from Licenser, and Licensor is willing

to grant to Licensee, an exclusive sub-license for the development and

commercialization of the Licensed Products in the United States of America in the

Licensed Field as defined in Schedule B, under the terms and conditions herein;

NOW, THEREFORE, in consideration of the mutual covenants and obligations set

forth herein, and for other good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, Licensor and Licensee hereby agree

as follows:

1.0 DEFINITIONS

As used in this Agreement, the following terms shall have the meanings

indicated:

1.1 "Confidential Information" shall have the meaning set forth in Section

9.1 below.

1.2 "Deductible Expenses" shall mean the following items of expense

actually incurred in connection with Sales of Licensed Products (as hereinafter

defined) to the extent paid or allowed by Sub-licensees and included in accordance

with recognized principles of accounting (consistently applied) in the gross sales

price billed: (a) sales, use or turnover taxes, (b) excise value added or other taxes,

custom duties or consular fees; (c) transportation, freight, and handling charges, and

insurance on shipments to customers; (d) trade, cash Or quantity discounts or

rebates to the extent actually panted, (e) agent fees or commissions; and if) refunds

and credits for any rejected or returned Licensed Products or because of retroactive

price reductions, rebates or charges

1.3 “License Field” shall mean the permitted market applications and

marketing territory of the Licensed Products and Improvements as specified in

Schedule B attached

1.4 "improvements" shall mean all improvements, modifications, or

enhancements to the Licensed Products made by the Licensee; or licensor within

the term of this sublicense for application by the Licensee or any Sub-Licensee for

use only within the Licensed Field.

1.5 "Joint Inventions" means inventions made or conceived jointly by or for

employees of Licensor and Licensee during the term of this Agreement and which,

under principles arising under the patent laws and regulations of the United States

and/or Canada governing inventorship, would be found to be jointly invented by

Licensor and Licensee, and all intellectual property and proprietary rights therein,

thereto and thereunder

1.6 "Licensed Patents" shall mean those patents, inventors' certificates and

patent applications relating to the application of Licensed Products as set forth in

Schedule A, together with any renewal, division, continuation, continued prosecution

application or continuation-in part of any of such patents, certificates and

applications, any and all patents or certificates of invention issuing thereon, and any

and all reissues, reexaminations, extensions, divisions, renewals of or to any of the

foregoing, and any foreign counterparts of any of the foregoing.

1.7 “Licensed Trademark” shall mean trademarks owned by Licensor under

the Master License Agreement.

1.8 "Licensed Trade Secrets" shall mean all proprietary and confidential

technical information owned by the Licensor under the Master License Agreement

and relating to the inventions owned or claimed in the licensed Patents.

1.9 "Licensed Product" shall additionally mean any material, composition,

product, device or procedure the manufacture, use or sale of which would infringe

a Valid Claim (as hereinafter defined) in the country of such manufacture, use or

sale, but for a license granted hereunder.

1.10 "Operational Date" shall mean the first day that the Licensee

commences business operations relative to the Licensed Product.

1.11 “Net Revenues" shall mean the combined amounts (whether in cash or

in non cash consideration) received or invoiced by Licensee and Sub licensees,

whichever is earlier, from Sales or distribution of Licensed Products to third parties,

less Deductible Expenses.

1.12 "Sale" or "Sold" shall mean the sale, transfer, exchange or other

disposition of Licensed Products to a third party, whether by gift or otherwise,

including but not by way of limitation, the use of Licensed Products. Any commercial

use of a Licensed Product by a Sub licensee shall be considered a Sale hereunder

for accounting and royalty purposes Sales of Licensed Products shall be deemed

consummated upon the first to occur of:

Receipt of payment from the purchaser;

Delivery of Licensed Products to the purchaser or a common carrier,

Release of licensed Products from consignment;

If deemed sold by use, when first put to such use; or

If otherwise transferred, exchanged or disposed of, whether by gift or

otherwise, when such transfer, exchange, gift or other disposition

occurs.

1.13 "Sub licensee(s)" shall mean any third party to whom Licensee has

sublicensed any or all of the rights in, to and under the Licensed Patents licensed

to Licensee hereunder.

1.14 "Sublicense Income" shall mean any proceeds, whether cash or

non-cash consideration, received by Licensee in connection with a grant of a

sublicense to the Licensed Patents, Licensed Trademarks or Licensed Trade

Secrets, including without limitation, any license fee payments, milestone payments,

royalty payments or other cash revenues related to such sublicense grant. For the

avoidance of doubt, Sublicense Income does not include amounts received by Sub-

licensee for Sales of Licensed Products, which shall constitute Net Revenues In

addition, Sublicense income shall not include timounts received in consideration of

equity or debt securities of Licensee (with the exception of equity premiums).

1.15 “Valid Claim" shall mean (a) any claim of an issued and unexpired

patent within the Licensed Patents which has not been held unenforceable or invalid

by a court or other governmental agency of competent jurisdiction in an unappealed

or unappealable decision, and which bas not been disclaimed or admitted to be

invalid or unenforceable through reissue or otherwise. (b) a claim in a pending patent

application within the Licensed Patents (e) any claim related to a Licensed Trade

Secret and (d) any claim related to a Licensed Trade Mark which has not been held

unenforceable or invalid by a court or other governmental agency of competent

jurisdiction in an unappealed or unappealable decision, and which has not been

disclaimed or admitted to he invalid or unenforceable through reissue or otherwise.

2.0 LICENSES

2.1 LICENSE GRANT. Subject to the terms and conditions of this

Agreement, Licensor hereby grants to Licensee a royalty bearing, exclusive license

to develop and commercialize applications of the Licensed Products as set forth in

Schedule B, and improvements thereto in the United States of America as per the

License Field, including the right to grant sublicenses in accordance with Section

2.3.

2.2. OWNERSHIP; RESERVATION OF RIGHTS. Licensee acknowledges

and agrees that, except as expressly provided herein, no right title, or interest is

granted by Licensor to Licensee, implied or otherwise, in to or under the Licensed

Patents, Licensed Trademarks, Licensed Trade Secrets or the Improvements other

than as expressly set forth in this Sublicense Agreement.

2.3. SUBLICENSES. Subject to the terms and conditions of this Agreement,

Licensee shall have the right to sublicense any or all of the rights granted to

Licensee under Section 2.1; provided that any such sublicense (a) shall be made

pursuant to a binding and written agreement which protects Licensor's interests and

rights in its proprietary information and intellectual property to at least the same

extent as tins Agreement and includes specific reference and terms for royalty

payments to be paid to the. Licensor During the kiln of this Agreement, licensee shall

provide Licensor with a copy of each fully executed sublicense agreement in which

Licensee sublicenses any or all of the rights set forth in Section 2.1. Licensor must

approve all sub licenses in writing.,which approval shall not be unreasonably

withheld.

3.0 PAYMENTS AND RELATED OBLIGATIONS

3.1 ROYALTY PAYMENTS. In consideration for the rights and licenses

granted pursuant to Article 2 above, the Licensee shall pay to the Licensor on a

calendar quarterly basis an amount equal to 5% of the gross benefit derived directly

or indirectly, in cash or in kind, from the sale of the Licensed Products and

Improvements thereto. The Licensee shall remit a detailed accounting in support of

the quarterly royalty payment. Where the Licensee grants a Sublicense under the

terms of this Agreement, sublicense shall make payments to Licensor as mutually

agreed by the Licensee and Licensor in the Sublicense agreement.

3.2 Intentionally omitted.

3.3. ADDITIONAL PAYMENTS. Except as otherwise expressly provided

herein, all other payments due to Licensor pursuant to the terms and conditions of

this Agreement shall be due and payable within 30 days after receipt of a proper

invoice therefor from Licensor. Any sums not paid when due, including amounts

determined to be due under Section 3.6, shall automatically accrue interest from the

date when due until actually paid at a rate of [10% per annum].

3.4 PAYMENT FORM. All payments made by Licensee under this

Agreement shall be made in a currency to be designated by the Licensor, and such

payments shall be made by check or wire transfer to one or more bank accounts to

be designated in writing by Licensor.

3.5 TAXES. Licensee shall pay, and shall indemnify and hold Licensor

harmless from all taxes, duties and fees directly imposed by all foreign, federal,

state, local or other taxing authorities (including, without !imitation, export, sales, use,

excise, and value-added taxes) based on the transactions or payments under this

Agreement, other than taxes imposed or based on Licensors net income, including

royalty income under this Agreement.

3.6 INSPECTION OF BOOKS AND RECORDS. Licensee shall maintain

complete and accurate books rind records. Licensee shall retain such books and

records for each quarterly period for six (6) years after the submission of the

corresponding report under Section 3.4. Upon two weeks prior written notice to

Licensee, Licensor or independent accountants selected by Licensor may have

access to such books and records to conduct a review or audit no more than twice

per calendar year at Licensors discretion, for the sole purpose of verifying the

accuracy of Licensee's reports and Licensee's compliance with this Agreement.

Such access shall be permitted during Licensee's normal business hours during the

term of this Agreement and for three (3) years after the expiration or termination of

this Agreement. In the event of any underpayment, Licensee shall promptly pay to

Licensor the difference between the amount actually paid by Licensee and the

amount determined to be owing under this Section 3.6. Any such inspection or audit

shall be at Licensor's expense.

3.7 REGULATORY FILINGS. Where required by securities or regulatory

authority having jurisdiction, the Licensee and Licensor agree to make full disclosure

and comply with all securities, exchange and regulatory requirements.

4.0 DUE DILIGENCE

4.1. DEVELOPMENT REPORTS. Licensee shall deliver to Licensor, every

120 days following the Operational Date, a written report setting forth in reasonable

detail (a) the identity of all Licensed Products or prototype products in research or

manufacturing, (b) the stage of development for each such Licensed Product or

prototype licensed and (c) the identity of any pending customer, partnership or

collaboration status, if any, related to the Licensee's efforts in connection with the

development and commercialization of the licensed Products.

4.2 EFFORTS. Licensee agrees to develop and commercialize Licensed

Products in a secure and business-like manner within the Licensed Field and to

obtain such approvals as may be necessary for the sale of Licensed Products in the

Licensed Field. Licensee may conduct such activities itself or through third parties.

5.0 IMPROVEMENTS AND JOINT INVENTIONS.

5.1 DISCLOSURE. As soon as reasonably possible. either upon creation,

development of an Improvement or conception or reduction to practice of a Joint

Invention, as the case may be. each party shall disclose the same in writing to the

other. All such disclosures shall be maintained in strict confidence by the receiving

party.

5.2 IMPROVEMENTS.

5.2.1. In the event that Licensor develops or creates Improvements,

and subject to the terms and conditions of this Agreement, Licensor agrees to grant

and hereby grants to Licensee an extension to The Licensed Field for such

Improvements inside the Licensed Field under the same terms as this license

agreement.

5.2.2. In the event that Licensee develops or creates Improvements,

and subject to the terms and conditions of this Agreement. Licensee agrees to grant

and hereby grants to Licensor a worldwide, royalty-free, sub-licensable,

non-cancellable. exclusive right and license for development, application and

commercialization for outside the Licensed Field.

6.0 REPRESENTATIONS. WARRANTIES AND COVENANTS

6.1 REPRESENTATIONS, WARRANTIES AND COVENANTS OF

LICENSOR. Licensor represents and warrants that, as of the date hereof :

6.1.1. Licensor is a corporation, duly organized, validly existing and on

good standing under the laws of the Province of its incorporation.

6.1.2. Licensor has the right and authority to gram he rights and license

gamed to Licensee under this Agreement;

6.1.3. The execution, delivery and performance of this Agreement have

been duly authorized by all necessary corporate action on the part of Licensor.

6.2 REPRESENTATIONS, WARRANTIES AND COVENANTS OF

LICENSEE. Licensee represents, warrants and covenants that, as of the date

hereof:

6.2.1. Licensee is a corporation, duly organized, validly existing and

in good standing under the laws of The United Kingdom.

6.2.2. The execution, delivery and performance of this Agreement has

been duly authorized by all necessary corporate action on the part of Licensee: and

6.2.3. Licensee will not practice any of the rights in, to or under the

Licensed Products, Licensed Patents, Joint Patents, Trade Secrets or Licensed

Trademarks outside of the Licensed Field.

6.3 Nothing in this Agreement shall be construed as conferring, by

implication, estoppel or otherwise, any license or rights under any patents, trade

secrets or trademarks of Licensor other than the Licensed Patents, Licensed Trade

Secrets or Licensed Trademarks, regardless of whether such patents or trademarks

are dominant or subordinate to the Licensed Patents or Licensed Trademarks

respectively.

6.4 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS

AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY HEREBY

DISCLAIMS, ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY

KIND. EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF

THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, WARRANTIES OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND

NON-INFRINGEMENT AND ANY WARRANTY ARISING OUT OF PRIOR COURSE

OF DEALING AND USAGE OF TRADE.

7.0 INDEMNIFICATION

7.1 INDEMNITY. Licensee shall indemnify, defend and hold harmless

Licensor and its directors, officers, employees, agents and consultants (each an

"Indemnitee") from and against any and all liabilities, damages, losses, costs or

expenses (including reasonable attorneys' and professional fees and other expenses

of litigation and/or arbitration) (a "Liability") resulting from or arising out of a claim,

suit or proceeding brought by a third party against an Indemnitee for personal injury,

death, product liability or property damage arising out of or related to the

manufacture, use, or sale of Licensed Products within the Licensed Field except to

the extent such claim is caused by the gross negligence or willful misconduct of

Licensor.

7.2 PROCEDURE. For purposes of Section 7.1, the Indemnitee shall give

prompt written notice to Licensee of any claims, suits or proceedings by third parties

which may give rise to any claim tor which indemnification may be required under

this Article 7. Licensee shall be entitled to assume the defense and control of any

such claim at its own cost and expense, provided, however, that the Indemnitee shall

have the right to be represented by its own counsel at its own cost in such matters.

Neither licensee nor the Indemnitee shall settle or dispose of any such matter in any

manner which would adversely affect the rights or interests of the other party

(Including the obligation to indemnify hereunder) without the prior written consent of

the other party, which shall not be unreasonably withheld or delayed. Each party

shall reasonably cooperate with the other party and its counsel in the course of the

defense of any such suit, claim or demand, such cooperation to include, without

limitation, using reasonable efforts to provide or make available documents,

information and witnesses.

8.0 TERMINATION

8.1 TERM. The term of this Agreement shall commence upon the execution

of this agreement by both parties and continue in full force and effect for 15 years

unless terminated at an earlier date in accordance with Sections 8.2 and 8.3 below.

8.2 TERMINATION BY LICENSEE. Licensee shall have the right, but not

the obligation, to terminate this Agreement upon the occurrence of any of the

following events:

a) Breach or default by Licensor of any representation or warranty made in

an material term or obligation pursuant to this Agreement, which breach or default

is not cured within thirty (30) days after notice thereof to Licensor, or within such

longer reasonable period of rime during which Licensor is engaged in good faith,

best efforts to cure such breach or default.

8.3 TERMINATION BY LICENSOR. Licensor shall have the right but not the

obligation to terminate this Agreement upon the occurrence of any of the following

events:

(a) Breach or default of any material term or obligation pursuant to this

Agreement, which breach or default is not cured within thirty (30) days after notice

thereof, or within such longer reasonable period of time during which Licensee is

engaged in good faith, best efforts to cure such breach or default; or

(b) The filing by Licensee of a petition in bankruptcy or for reorganization or

for an arrangement pursuant to any bankruptcy law of the United Kingdom, and

either (i) Licensee consents to such filing, or such petition is not dismissed by

Licensee within thirty (30) days after the filing thereof.

any bankruptcy laws of the United Kingdom, and either fi licensee consents to such

filing and such petition is not dismissed by Licensee within thirty (30) days after the

filing thereof.

8.4 EFFECT OF TERMINATION. Article 6, 7, 9 and 10 shall survive the

termination of this Agreement. All other provisions of this Agreement shall be of no

further force and effect upon such expiration or termination of this Agreement. It is

expressly recognized that termination pursuant to Sections 8.2 and 8.3 hereof

(herein "for cause”) does not reduce or eliminate any monies due and payable at that

time. Should the Licensor terminate this License, for cause, then Licensee is

obligated to cease all business operations, including the use of the name Rampart

and will be required to return to the Licensor all materials of any nature associated

with or encompassing the licensee's activities within the Licensed Field. This will

include all financial books and records together with pending and past customer

records.

9.0 CONFIDENTIAL INFORMATION

9.1 CONFIDENTIALITY. In connection with this Agreement, the parties will

provide to each other Confidential information, including but not limited, to each

party's know how, invention disclosures, proprietary materials and/or technologies,

economic information, business or research strategies, trade secrets and material

embodiments thereof. As used herein, "Confidential Information" means any

information of a confidential or proprietary nature disclosed by a party to this

Agreement to the other party in written or oral form.

9.2 CONFIDENTIALITY AND NON-USE. The recipient of a disclosing party

s confidential information shall maintain such Confidential Information in confidence

and shall disclose such Confidential Information only to those of Its employees,

agents, consultants, subcontractors, attorneys, accountants and other advisors who

have a reasonable need to know such Confidential Information and who are bound

by obligations of confidentiality and non-use no less restrictive than those set forth

herein. The recipient of the disclosing party's Confidential Information shall use such

Confidential Information solely to exercise its rights and perform its obligations under

this Agreement including, without limitation, the right to use and disclose such

Confidential Information in regulatory applications and filings), unless otherwise

mutually agreed in writing.

The recipient of the other party’s Confidential

Information shall take the same degree of care that it uses to protect its own

confidential and proprietary information of a similar nature and importance (but in

any event no less than reasonable care).

9.3 EXCLUSIONS. Confidential information shall not include information

that: (a) is in the recipient's possession prior to receipt from the disclosing party as

demonstrated by contemporaneous documentation, (b) is or becomes, through no

fault of the recipient, publicly known; (c) is furnished to the recipient by a third party

without bleach of a duty to the disclosing party; (d) is independently developed by

the recipient without use of. application of or reference to the disclosing party's

Confidential Information as demonszated by contemporaneous documentation.

9.4 LEGAL DISCLOSURES. It shall not be a violation of this Article 9 to

disclose Confidential Information required to he disclosed under applicable law, but

such disclosure shall be only for the sole purpose of and solely to the extent required

by such law, and provided that the recipient, to the extent possible, shall give the

disclosing party prior written notice of the proposed disclosure and cooperate fully

with the disclosing party to minimize the scope of any such required disclosure, to

the extent possible and in accordance with applicable law.

9..5. TERMINATION. All obligations of confidentiality and non-use imposed

under this Article 9 shall expire three (3) years after the termination of this

Agreement.

10. MISCELLANEOUS

10.1 USE OF NAME. Licensee agrees that it shall not use the name of the

Licensor in any advertising or publicity material, or make any form of representation

or statement which would constitute an express or implied endorsement by Licensor

of any Licensed Product, and that it shall not authorize others to do so, without first

having obtained written approval from Licensor, except as may be required by

governmental law, rule or regulation.

10.2 PRESS RELEASES. The parties may agree to issue a joint press

release upon execution of this Agreement or as promptly as practicable thereafter.

The content of any such Joint press release will be agreed upon by both parties.

10 3. MARKING REQUIREMENT. Licensee agrees to mark the appropriate

patent number or numbers on all Licensed Products made or Sold in accordance

with all applicable governmental laws, rules and regulations to the extent reasonably

possible, and to require. its Sub licensees to do the same.

10 4. GOVERNING LAW. This Agreement shall be governed by, and

construed and interpreted, in accordance with the internal laws of the Province of

British Columbia, Canada, without giving effect to any choice of law rule that would

cause the application of the laws of any jurisdiction other than the internal laws of the

Province of British Columbia to the rights and duties of the parties.

10.5 ARBITRATION. All disputes arising between the parties under this

Agreement will be settled by arbitration conducted in the English language in

accordance with the Commercial Arbitration Rules of the Canadian Arbitration

Association. The parties will cooperate with each other in causing the arbitration to

be held in as efficient and expeditious a manner as practicable. Any arbitration

proceeding instituted under this Agreement will be brought in a mutually agreeable

neutral territory. Any award rendered by the arbitrators will be final and binding upon

the parties hereto. Judgment upon the award may be entered in any court of record

of competent jurisdiction. Each party will pay its own expenses of arbitration and

expenses of the arbitrators will be equally shared unless the arbitrators assess as

part of their award all or any part of the arbitration expenses of one party (including

reasonable attorneys' fees against the other party. Each party irrevocably and

unconditionally consents to the jurisdiction of any such proceeding and waives any

objection that it may have to personal jurisdiction or the laying of venue of any such

proceeding.

10.6 FORCE MAJEURE. Neither party shall be held responsible for any

delay or failure in performance (with the exception of the payment of

money)hereunder to the extent caused by strikes, embargoes, unexpected

government requirements, civil or military authorities, acts of God, earthquake, or by

the public enemy or other causes reasonably beyond such party's control and

without such party's fault or negligence, provided that the affected party notify the

unaffected party as soon as reasonably possible, and resumes performance

hereunder as soon as reasonably possible following exception of such force majeure

event.

10.7 INDEPENDENT CONTRACTORS. The relationship of Licensor and

Licensee established by this Agreement is that of independent contractors. Nothing

in this Agreement shall be constructed to create any other relationship between

Licensor and Licensee. Neither party shall have any right, power or authority to bind

the other or assume, create or incur any expense, liability or obligation, express or

implied, on behalf of the other.

10.8 ASSIGNMENT. The parties agree that their rights and obligations

under this Agreement may not be transferred or assigned to a third party without the

prior written consent of the other party hereto. Notwithstanding the foregoing, a party

may transfer or assign its rights and obligations under this agreement, without

consent, to a successor to all or substantially all of its business or assets relating to

this Agreement, whether by sale, merger, operation of law or otherwise. Any

assignment not in conformance with this Section 10.8 shall be null and void and or

no legal effect.

10.9 NOTICES. Any notice, report, communication or consent required or

permitted by this Agreement shall be in writing and shall be sent (a) by prepaid

registered or certified mail, return receipt requested, (b) by overnight express

delivery service by a nationally recognized courier, or (c) via confirmed facsimile or

telecopy, followed within five (5) days by a copy mailed in the preceding manner,

addressed to the other party at the address shown below or at such other address

for which such party gives notice hereunder. Such notice will be deemed to have

been given when delivered or, if delivery is not accomplished by some fault of the

addressee, when tendered.

If to Licensor.

Rampart Detection Systems Ltd.

c/o Smetheram & Company

450-1090 West Georgia Street

Vancouver BC Canada

V6E 3V7

If to Licensee

Rampart Reconnaissance, Inc.

c/o Dieterich & Associates

11835 West Olympic, Suite 1235

Los Angeles, CA 90064

10.10 MODIFICATION; WAIVER. This Agreement may not be altered,

amended or modified in any way except by a writing signed by both parties. The

failure of a party to enforce any rights or provisions of the Agreement shall not be

construed to be a waiver of such rights or provisions, or a waiver by such party to

thereafter enforce such rights or provision or any other rights or provisions

hereunder No waiver shall he effective unless made in writing and signed by the

waiving party.

10.11 SEVERABILITY. If any provision of this Agreement shall be found by

a court to be void, invalid or unenforceable, the same shall be reformed to comply

with applicable laws.

IN WITNESS WHEREOF, Licensor and Licensee have caused this

Agreement to be executed by their respective duly authorized representatives the

day and year first above written.

/s/ Kenneth Swaisland

Rampart Detections Systems, Ltd.

/s/ Kenneth Swaisland

Rampart Environmental Solutions, Inc.

Schedule A - The Licensed Product