World Wide License Agreement (2005)Full Document 

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WORLD WIDE LICENSE AGREEMENT

THIS AGREEMENT is made this 17th day of September, 2003, between CERAMEXT, LLC, a Nevada Limited-Liability Company and Golden Bear Ceramics Company, a Nevada corporation .

Recitals

A.

Licensor is the owner of certain technology and know-how and intellectual property pertaining to ceramics in which Licensor has filed a patent application (Serial No. 09/596,271) revealing the invention (Invention), now U.S. Patent No. 6,547,550. Licensor also owns U.S. Trademark application serial number 76/218,527 for CERAMEXT.

B.

Subject to the restrictions and reservations of section 4, Licensor desires to grant Licensee the exclusive world wide rights to manufacture, market and use the Invention, including but not limited to the right to build plants, to manufacture products itself or by using subcontractors and to sub-license and market the Invention (the "License"), and Licensee desires to acquire the License.

C.

Licensee is a wholly-owned subsidiary of Emgold Mining Corporation ("Emgold"), a British Columbia public company.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants set forth herein, it is agreed by and between the parties as follows:

1.

The Intellectual Property Rights.  The rights subject to this agreement (the "Rights"), include trade secrets, know-how and show-how, comprising intellectual property rights attached to or deriving from the above referenced patent and also include those rights associated with the trademark CERAMEXT ™. Licensee shall use the trademark CERAMEXT™ in the promotion and sales of the licensed products. The Rights also include the patent application now pending in the Patent Office which is related to the issued patent as well as all improvements irrespective of which party invents the improvement.  Should any such improvement stem from Golden Bear or its affiliate employees, they shall transfer their rights to Licensor.

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