General

BioCube and IUT-M have agreed to form _IV for the purposes of commercialization of BT Device being developed by IUT-M per JV terms described below. Expected corporate name for JV will be "MBT Ltd." Executive summary follows term sheet section.

JV Terms

1.

JV will receive ownership and exclusive world-wide license to BT Device from IUT-M

2.

BioCube ownership in JV 51%

3.

IUT-M ownership in JV 49%

4.

Expected public spin-off of IV: 9-18 months after initial product sales (provided sufficient business volume is achieved)

5.

IUT-M will receive agreed to royalty payments on products sold by JV

6.

IUT-M will receive 1,000,000 shares of BioCube, currently trading on OTC Stock Exchange

Royalty Agreement

JV will enter into royalty agreement with IUT-M substantially along the following terms:

1.

Royalty rate: 2.5 % on sale of "products" manufactured by MBT Ltd.

2.

Expiration: On spin-off of MBT Ltd into stand-alone public entity

Conditions to Close

1.

Agreement to and execution of a definitive agreement.

2.

Receipt of all necessary director and other consents and approvals to the transfers and transactions contemplated.

3.

Definitive Agreements shall be promptly prepared and executed. The parties agree that due diligence will start immediately upon signing the Term Sheet and the drafting of Definitive Agreements will begin at the same time.

Closing

The Closing will be on or about 1 September 2014. This is a binding Term Sheet, subject only to due diligence and definitive documentation.

BioCube, Inc.

10 Blackledge Court, Closter NJ 07624 201.750.2001 (PHONE) - 201.750.2999 (FAX)

s/s BR, JL

Confidentiality

IUT-M and BioCube will not disclose the contents of this Term Sheet and the confidential information provided each to the other, to any person or entity other than their necessary officers, directors, employees and affiliates (including attorneys, accountants and advisors,) required to implement the provisions of this Term Sheet, which officers, directors, employees and affiliates shall also be bound by the terms of this agreement.

Press Releases

IUT-M hereby authorizes BioCube to make such announcements regarding its participation in the JV, subject to approval by both parties on the content and wording of the announcements.

Due Diligence

Financial condition and assets, among other things, satisfactory to BioCube in its sole and reasonable determination.

BioCube (and its attorneys, advisors, agents and accountants) will be given reasonable access to the BT Device technology, its intellectual property and development plans, which BioCube acknowledges are confidential and proprietary information of IUT-M and subject to the Confidentiality Agreement previously executed.

Fees and Expenses

Each party shall be solely responsible for its respective fees and expenses, including, but not limited to, attorneys' fees incurred in connection with the transactions contemplated.

Continued Operations

IUT-M shall continue to manage and operate all aspects of the business of IUT-M in the ordinary course in a manner consistent with existing business practices.

Material Adverse Change

IUT-M shall promptly inform BioCube of any significant developments concerning IUT-M or other material developments, which IUT-M believes would materially affect the financial performance, prospects, value or viability of BT Device technology, or IUT-M business, which they believe may otherwise materially interfere with the consummation of the transactions contemplated.

Break Up and No Shop Provision

IUT-M will not directly or indirectly offer or entertain any offer, proposal or discussions concerning the possible transaction related to BT Device as may be contemplated with any party other than BioCube throughout the term of this Letter of Agreement.

Indemnification

The IUT-M and BioCube shall indemnify and hold each other harmless from and against any loss, claims, damages and other expenses that either party

may suffer in connection with a breach by the other party of any representation, warranty, covenant or agreement contained herein.

Miscellaneous

Governed by and construed in accordance with the internal laws of

Switzerland. Binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, executors, successors and assigns.