ex101oct302009.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing






	Exhibit 10.1



JOINT VENTURE CORPORATION AGREEMENT

THIS AGREEMENT made as of the 28th day of October 2009, between, Geetas Infra, a wholly owned subsidiary of CMR Power Projects Pvt. Ltd. (“GI”) having an office at F-107, 6-3-865, Greenlands, Hyderbad-500 016 India and Quadra Energy Systems Inc. (“QES”), a Belize Corporation having its registered office at No. 5 New Road P.O. Box 388 Belize City, Belize.


	 	WHEREAS:



	I.      	QES is owner of the QES2000 System which is an innovative, secure, efficient and proven method of converting waste organic materials into marketable energy products or by-products or an efficient cost effective method of disposing of waste organic materials in a safe, non-polluting, non toxic method compatible with all environmental standards as more particularly described in Schedule “A”. 
	 
	 	The QES2000 System has many applications including, disposal of electronic waste, soil remediation and is designed to answer the global challenge of waste management of MSW (Municipal Solid Waste), which includes petrochemical compounds such as plastic waste, green waste, coal and tires while providing high recycled-content products and usable forms of power. QES is also owner of the QES gasification system which is an innovative, secure, efficient and proven method of converting MSW into synfuel suitable for a gas turbine capable of generating electricity. 
	 
	II.      	GI, is engaged in the business of seeking new business and project opportunities and assisting in the development and commercialization of these business or project opportunities in India; 
	 
	III.      	QES and GI desire to form a Joint Venture Corporation for the purpose of undertaking the development, distributing, licensing, assembling and joint venturing the QES2000 Systems or QES2000 waste to energy conversion Plants or any improved waste to energy systems developed by QES which purpose may be amended from time to time by the Parties to add additional products and such other services and products as GI and QES may from time to time unanimously agree upon (such waste to energy systems and such other products the (“QES2000 Systems”); 
	 


IN CONSIDERATION of the premises and mutual covenants herein set forth and provided for, the Parties covenant and agree as follows: 

      1.1         Organization and Interest of Parties.

      GI and QES agree to incorporate a joint venture corporation (the “Joint Venture corporation”), which corporation shall is authorized to issue 50,000 common shares or such number of shares as the parties may agree upon. The name of the corporation shall be QES India PVT. LTD or such other name the Management Committee may deem proper from

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time to time. Common Shares of the Joint Venture Corporation shall be issued in equal numbers to each of the Parties for their respective contributions as set out in Paragraphs 3.1, 3.2 and 4.1 so that the resulting Interest of the Joint Venture Corporation shall be as follows:

	
GI

	
51 % of issued Common shares


	QES	49 % of issued Common shares



     As used herein, "Interest" shall mean, as to each Party, the undivided percentage interest of such Party in the Joint Venture Corporation as the same may exist from time to time. The equity share will always remain constant amongst QES and CMR even if a third party decides to offer equity participation for any particular project, although in such case(s) the total equity owned by QES and CMR may be reduced to below 100%

     1.2         Place of business. The principal place of business of shall be at F-107, 6-3-865, Greenlands, Hyderbad-500 016 India or at such other be necessary or desirable. The registered office and administrative offices of the Joint Venture Corporation shall be where the Corporate and Financial records of the Joint Venture Corporation are kept and initially be at F-107, 6-3-865, Greenlands, Hyderbad-500 016 India.

     1.3         Term. The Joint Venture Corporation shall commence on the date of closing as set out in Paragraph 2.14 and shall continue until terminated in the manner herein provided for Forty (40) Years from the date of Closing.

     1.4         Purposes of the Joint Venture Corporation. The purposes of the Joint Venture Corporation are:

The Joint Venture corporation will be organized for the purpose of commercializing the QES2000 waste to energy conversion technology described under the trade name the QES2000 System, distributing or joint venturing the QES2000 with or to third parties and establishing an assembly plant for the assembling of the QES2000 System in India (the “Joint Venture Purpose”) in India (the “Territory”), and for the purpose of engaging in all activities and transactions that are necessary in furtherance of that purpose with the ultimate exit strategy of developing and commercializing the technology. The Joint Venture Corporation shall not engage in any other activity except as set forth above. The parties agree that the Joint Venture Corporation shall have the exclusive distribution rights for India on the terms and conditions set forth in the Form of Distribution Agreement attached hereto as Schedule B.

For purposes of this Agreement QES2000 waste to energy conversion technology means all past, present and future models and improvements of the QES2000 System and/or Inventor owned QES2000 waste to energy conversion technology, proprietary program modules and components, systems, and subsystems, data, documentation and text,(regardless of the form in which it exists or the media upon which it resides) in any stage of actual or anticipated development, including but not limited to ideas, programs and program modules, routines and subroutines, procedures, algorithms, design concepts, design specifications (design notes, annotations, documentation, record and file

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layouts, memoranda, correspondence, flowcharts, coding sheets and the like) source code, object code and load modules, programming, program patches and system designs at all levels and in all formats, end user documentation and any other type of information or material (in whatever form, whether human or machine readable and in whatever media) together with all associated Intellectual Property relating to the QES2000 System waste to energy technology.

     1.5         Fiscal period and books of account. The fiscal period of the Joint Venture Corporation shall terminate on the 30th day of November in each year during the term of the Joint Venture Corporation. The Joint Venture Corporation shall keep true and accurate books of account and records in accordance with generally accepted accounting principles (GAAP) applied on a consistent basis.

     1.6         Rights and obligations. The rights and obligations under the Joint Venture Corporation of each of the Parties to the Joint Venture Corporation shall be in every case several and not joint or joint and several. Nothing contained in this agreement shall be deemed to constitute either Party as the partner, agent or legal representative of the other Party, or to create any fiduciary relationship between them for any purpose whatsoever. Neither Party hereto shall have any authority to act for or to assume any obligation or responsibility on behalf of the other Party.

     1.7         Liabilities. Except as otherwise provided herein, the liabilities arising out of the Joint Venture Corporation shall be borne by the Joint Venture Corporation.

     1.8         Business of GI and QES. Except as may be otherwise expressly provided in this agreement and except with respect to its participation, direct or indirect, in the Joint Venture Corporation, nothing herein shall be deemed to restrict in any way the freedom of any Party to conduct as it sees fit any business or activity whatsoever, provided such business or activity is not in competition with the business of the Joint Venture Corporation and provided that no such business or activity shall relate to waste to energy conversion systems or products or any products or systems similar to the nature of the QES2000 System technology or which are directly competitive with the QES2000 waste to energy conversion System technologies in India. Notwithstanding anything contained herein QES shall not prevented from conducting its waste to energy conversion business operations outside of India

     1.9         Employees of GI and QES. Each of GI and QES hereby covenant and agree each with the other that it shall not, without the prior written consent of the other Party, solicitor make offers of employment to, directly or indirectly, any employees of such other Party or the Joint Venture Corporation.

     1.10      Ownership and copyright regarding the unregistered QES Systems trademarks. All Software or Product trademarks used or owned by QES in its business operations, whether registered or not, shall be licensed for use by the Joint Venture Corporation including any copyrights attaching to the Software in the “Territory”.

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2.        Management of the Joint Venture Corporation. 
        2.1 (a)     GI and QES agree that forthwith upon execution of this agreement, they shall form and constitute a management committee ("Management Committee") which shall have the responsibility for the general operation, financial reporting, marketing and sales, administration and arrangement of the Joint Venture Corporation and shall decide all matters of policy relating to such business. In particular, the Management Committee shall cause the terms of this agreement to be implemented and give such directions to the Parties and Officers of the Joint Venture Corporation as may be necessary from time to time. The Management Committee may, from time to time, delegate any powers and responsibilities to any person or persons as it may see fit. The Management Committee shall be comprised of Four (4) members ("Directors"), of whom Two (2) shall be appointed by each of GI and QES. The Parties agree that each Party shall always have equal representation on the Management Committee throughout the term of the Joint Venture. Each Party shall be entitled, from time to time, to change its Directors upon written notice to the other Party. Such change of Directors shall be effective upon receipt of such written notice by the Chairman of the Management Committee. The Directors shall devote such time and effort as is necessary for the management of the Joint Venture Corporation and the conduct of its business in an efficient, thorough, and businesslike manner, devoting appropriate attention to all matters affecting the conduct of the Joint Venture Corporation’s business.

       2.1(b)     QES and GI agree that within one month of the closing to have prepared a Business Plan for the Joint Venture Corporation, which Business Plan shall be prepared by GI at GI’s sole cost and expense.


	 	2.2         Consulting Agreements:



The Executive Committee shall appoint a representative of GI as President (the “President”) and another representative as Chief Technical Officer of the Joint Venture Corporation and the Joint Venture Corporation shall establish such other management positions as the Executive Committee shall deem appropriate from time to time. The President and Chief Technical Officer shall be under fiduciary duties to conduct the day to day business affairs of the Joint Venture Corporation in accordance with the directions of Executive Committee and in the best interests of the Joint Venture Corporation, including the safekeeping of all Joint Venture Corporation property and the use thereof for the exclusive benefit of the Joint Venture Corporation. The President and/or Chief Technical Officer may be removed by the Executive Committee for “good cause”, which for purposes of this Agreement shall be limited to an act relating to the business of the Joint Venture Corporation which constitutes fraud, gross negligence, a willful violation of fiduciary duty, a willful usurpation of an opportunity of the Joint Venture Corporation, willful misconduct, or a willful failure to follow directions of the Management Committee. The removal of the President and/or Chief Technical Officer shall be effective upon written notice from Three (3) Directors of the Management Committee. Following removal of the President and/or Chief Technical Officer, a new President and/or Chief Technical Officer may be appointed by the Executive Committee. At any time when there is no President and/or Chief Technical Officer, the President’s and/or Chief Technical Officer’s responsibilities shall be vested in Executive Committee. The Director’s appointed shall devote such time and effort as is

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necessary for the management of the Joint Venture Corporation and the conduct of its business in an efficient, thorough, and businesslike manner, devoting appropriate attention to all matters affecting the conduct of the Joint Venture Corporation’s business.

     2.3         Non-Competition; Non-Interference; Non-Solicitation. As a significant inducement to QES to enter into and perform its obligations under this Agreement, GI agrees as follows:

     (a) Covenant Against Competition. GI agrees not to reverse engineer the QES2000 System and acknowledges that (i) the principal business and QES2000 System of QES is being licensed for the Territory into the Joint Venture Corporation; (ii) QES is the owner of the QES2000 Systems technology and Business; (iii) the QES Business is, in part, national and international in scope; (iv) GI shall have access to QES’s technology and will have and will continue to have access to the confidential and business affairs and proprietary information of QES and the Joint Venture Corporation not readily available to the public (including QES’s and Inventor’s technology, methods of doing business and supplier and customer information) (collectively, "Confidential Information"); (v) such information is the property of QES and the Joint Venture Corporation and that the continued success of the Joint Venture Corporation depends in large part on keeping this information from becoming known to its competitors; (vi) the agreements and covenants of GI and contained in this Paragraph 2.3 are essential to the business and goodwill of the Joint Venture Corporation and QES would not have entered into this Agreement and entered into the Joint Venture Corporation but for the covenants and agreements set forth in this Paragraph 2.3 Accordingly, GI covenants and agrees that:

     (b) During the period commencing on the Closing Date and ending Five (5) years following the Closing Date (the "Restricted Period"), GI or any of its’ Subsidiaries or Affiliates (but excluding any individual who is not employed by any of the foregoing) (each, a "Restricted Person") shall not (A) directly or indirectly, own, operate, manage, control, participate in, consult with, advise, permit its or his name to be used by, provide services for, lease, or in any manner engage in (including by it or himself, in association with any Person, or through any Person) any business that manufactures or sells any products or provides any products or systems which may be used as substitutes or are comparable to or are otherwise in competition with any products, systems or services provided by the Joint Venture Corporation or in the business of the Joint Venture Corporation anywhere in the Territory or in any other place where the Joint Venture Corporation conducts or intends to conduct business, as such businesses exist or are proposed as of the Closing Date or logical extensions thereof (collectively, "Covered Activities"); or (B) become interested in any such Person or Firm which engages in any Covered Activities as a partner, shareholder, principal, agent, consultant or in any other relationship or capacity; provided, however, that notwithstanding the above, a Restricted Person may own, directly or indirectly, solely as an investment, securities of any such Firm or corporation which is traded on any national securities exchange or NASDAQ if the Covered Person is not a controlling person of, or a member of a group which controls, such firm or corporation, does not, directly or indirectly, own Five percent (5%) or more of any class of securities of such Person and has no active participation in the business of such Person or Corporation.

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     (c) At all times after the date hereof, each Restricted Person shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, all Confidential Information including information with respect to (i) the QES System technology, (ii) prospective facilities, (ii) sales figures, (iii) profit or loss figures, and (iv) customers, clients, suppliers, sources of supply and customer lists and shall not disclose such Confidential Joint Venture Corporation Information or the QES System technology to anyone outside of the Joint Venture Corporation except with the express written consent of the Joint Venture Corporation and except for Confidential Joint Venture Corporation Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of a Restricted Person.

     (d) (A) the covenants set forth in Section 2.3 are reasonable in geographical and temporal scope and in all other respects, (B) QES would not have entered into this Agreement and the Joint Venture Corporation but for the covenants of each Restricted Persons contained herein, and (C) the covenants contained herein have been made in order to induce QES to enter into this Agreement and the Joint Venture Corporation and for which the Joint Venture will receive substantial benefit.

     (e) If, at the time of enforcement of the covenants contained in Paragraph 2.3 (b), a Court shall hold that the duration, scope or area restrictions stated therein are unreasonable under circumstances then existing, the Parties agree that the maximum duration, scope, or area reasonable under such circumstances shall be substituted for the stated duration, scope or area.

     (f) Rights and Remedies upon Breach. If a Restricted Person breaches, or threatens to commit a breach of, any of the provisions of Paragraph 2.3(a) (the "Restrictive Covenants"), QES and the Joint Venture Corporation shall have the following rights and remedies (upon compliance with any necessary prerequisites imposed by law upon the availability of such remedies), each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Joint Venture Corporation and/or QES under law or in equity:

     (g) The right and remedy to have the Restrictive Covenants specifically enforced (without posting bond) by any court having equity jurisdiction, including the right to an entry against the Restricted Person of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that the Restricted Person has, and has had, access to Confidential Joint Venture Corporation and QES Information and Work Product and that any breach or threatened breach of the Restrictive Covenants will cause irreparable injury to the Joint Venture Corporation and QES and that money damages will not provide an adequate remedy to the Joint Venture Corporation.

     (h) The right and remedy to require the Restricted Person to account for and pay over to the Joint Venture Corporation all compensation, profits, monies, accruals, increments or other benefits (collectively, "Benefits") derived or received by it as the result of any transactions constituting a breach of the Restrictive Covenants, and the Restricted Person shall account for and pay over such Benefits to the Joint Venture Corporation.

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     (i) In the event of an alleged breach or violation by the Restricted Person of Paragraph 2.3(a), the Restricted Period shall be tolled during the period of such breach until such breach or violation has been duly cured.

     2.4         Meetings and notice. A Party may, by giving at least Seven (7) days' written notice sent by prepaid mail or delivered personally to each Director, summon a meeting of the Management Committee at a place and time to be set out in the notice; provided that a meeting may be held on shorter notice or without notice. A notice summoning a meeting will describe in reasonable data the matters proposed to be discussed at such meeting as no other matters will be discussed without the consent of all Directors of each Party. A Party or Director may have a reasonable number of advisors present at any meeting. Board meetings may be held by telephone, videoconference or any other means of contemporaneous communication so long as all Directors taking part in a meeting so held are able to hear each other at all times.

     2.5         Quorum. A quorum for any meeting of the Management Committee shall consist of a minimum of Two (2) Directors with One (1) Director of each Party present and no business shall be transacted at any meeting unless a quorum is present throughout the meeting. A meeting of the Management Committee at which a quorum is present shall be competent to exercise all or any of the authority, power and discretion bestowed upon the Management Committee by this agreement. Board meetings may be held by telephone, videoconference or any other means of contemporaneous communication so long as all Directors taking part in a meeting so held are able to hear each other at all times. Participation by a Director or his or her proxy at a meeting by such means shall be deemed to constitute presence of such director or his or her proxy at the meeting.

     2.6         Voting. All matters to be determined at a meeting of the Management Committee shall be decided by the majority vote of the Directors present in person or present at any meeting in the format approved by the Management Committee. All matters so determined will be binding upon the Parties.

     2.7         Bank Account for the Joint Venture Corporation: The Joint Venture Corporation shall open a bank account for the purposes of the Joint Venture Corporation requiring Two (2) signatures with the Bank of America or such other Bank as the Executive Committee may agree from time to time with each Party to the Joint Venture Corporation designating a signing authority. Throughout the term of the Joint Venture each party shall have equal signing authority on the Joint Venture Corporation’s bank account. All payments made to the Joint Venture Corporation by GI and all revenues of the Joint Venture Corporation generated from the business operations of Joint Venture Corporation shall be deposited to such bank account.

     2.8         Matters Requiring Unanimous Approval. On the following matters of major concern to the Joint Venture Corporation, action shall only be taken pursuant to Consent in

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the form of resolutions adopted by a unanimous vote or consent of all of the Directors of the Joint Venture Corporation:

	(a)      	Approval of any agreements, documents or other arrangements between or involving any affiliate or employee of the Joint Venture Corporation thereof, as well as any amendment, consent or waiver with respect to such arrangements. 
	 
	(b)      	Approval of, and amendment to, any budgets, assessments or financial plans. 
	 
	(c)      	Approval of any merger into or with or acquisition of all or part of the business of another person or third Party. 
	 
	(d)      	Any sale, transfer, license or Joint Venture of the QES2000 Systems Technology or business. 
	 
	(e)      	All transactions regarding buildings and land, including the lease, purchase, sale and mortgage thereof. 
	 
	(f)      	Providing loans, guarantees, or other extensions of credit other than in the ordinary course of business. 
	 
	(g)      	Liquidation, dissolution, winding up or voluntary bankruptcy of the Joint Venture Corporation. 
	 
	(h)      	Change in the Business Plans. 
	 
	(i)      	Any change in the location of the Registered or Administrative Offices of the Joint Venture Corporation 
	 
	(j)      	Any material change in the business of the Joint Venture Corporation. 
	 
	(k)      	The borrowing of funds by the Joint Venture Corporation. 
	 


All disputes in connection with this agreement or the formal contract or a deadlock of the above matters shall be decided by the American Arbitration Association, in an arbitration proceeding in accordance with its then prevailing rules applicable to commercial arbitrations. The arbitration shall take place in Las Vegas of the State of Nevada, and the decision of the arbitrator(s) shall be binding and final upon the Parties, and its decision shall be enforceable as a judgment in a court of competent jurisdiction. The cost of such arbitration shall be shared equally between the Parties hereto, except that each Party shall pay its own attorney and witness fees unless the arbitrator determines that a Party has acted in bad faith, in which event the entire cost of the arbitration, including the reasonable attorney fees of the prevailing Party, shall be borne by the Party determined by a majority of the arbitrators to have acted in bad faith.

     2.9         Expenses and Director Compensation. All costs and expenses incurred by the Management Committee in connection with the carrying out of the terms of this

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agreement or the management of the Joint Venture Corporation shall be borne by the Joint Venture Corporation. 

     2.10     Chairman. At the first meeting of the Management Committee and thereafter after the first meeting thereof in each fiscal period of the Joint Venture Corporation, a Chairman, who shall be appointed from among the Directors of the Management Committee, shall hold office until the next annual appointment of a Chairman. The Chairman shall preside at all meetings at which he is present and, in his absence, another Director selected shall preside as Chairman of that meeting.

     2.11     Written consent in lieu of meeting. A decision on any matter evidenced by the consent in writing of a majority of Directors shall be as valid as if it had been decided at a duly called and held meeting of the Management Committee. Each decision consented to in writing may be in counterparts, which together shall be deemed to constitute one decision.

     2.12     Other procedures. The Management Committee may make such other rules governing procedure at its meetings as it may decide provided that if any such rule is inconsistent with any provision of this agreement this agreement shall apply to the exclusion of such rule.

     2.13     Financial Statements and Reporting. The Management Committee shall cause to be prepared and shall deliver to the Parties audited financial statements for the fiscal year end and quarterly financial statements which have been reviewed by an accredited Auditor who meets SEC reporting requirements and such other financial information concerning the Joint Venture Corporation as the Parties may agree.

     2.14     Closing Date: The Closing of the transactions contemplated in the Agreement (the “Closing”) shall take place on the 30th day of October 2009 or so soon thereafter as practical following the execution of this Agreement. The date on which the Closing occurs shall be referred to herein as the Closing Date (the “Closing Date”).

     2.15     Conditions to Closing. The obligations GI and QES to close the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of each of the following conditions precedent (any or all of which may be waived by GI or QES in writing)

	(a)      	Truth and accuracy of representations and warranties and performance of all obligations by the Parties; 
	 
	(b)      	Satisfactory conclusion of due diligence investigation; 
	 
	(c)      	Agreement on Business Plans; 
	 
	(d)      	Finalization and execution of all documents set forth below under Documentation set forth in Paragraphs 10 and 11 in form and substance satisfactory to the Parties; 
	 


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	(e)     	No litigation or governmental proceeding pending or threatened against GI and/or QES; 
	 
	(f)      	Approval of the Boards of Directors of GI and QES; 
	 
	(g)      	Receipt of any needed regulatory approval; and 
	 
	          2.16     Documentation from GI 
	 
	(a)   	Organizational Resolutions of the Board of Directors of GI and (setting forth the organizational Board resolutions); 
	 
	3.      	Contributions to the Joint Venture Corporation 


          3.1     Contributions of GI. The contribution of GI to acquire a Fifty One Per Cent (51%)Interest in the Joint Venture Corporation shall be the GI’s requirement to purchase one QES2000 System on the terms agreed to by the Parties. QES shall provide such technical support as requested by GI prior to the closing of the purchase of the QES2000 System by GI.

          3.2     Ownership to the QES 2000 System Technologies. QES licenses for a term of 40 years for the Territory unto the Joint Venture Corporation, QES’s technology and agrees to provide such technical support as required by GI from time to time.

	          	(a)      	All of QES’s intellectual property used in connection or in conjunction with the waste to energy conversion business. 
		 
		 	(i)      	All of QES’s unregistered or registered trademarks including goodwill associated therewith. 
		 
		 	(ii)      	All trade secrets of QES owned or used in connection or in conjunction with the conduct of the QES2000 System’s business, including, but not limited to, discs, designs, files, drawings, data, source codes, logic diagrams, data and related documentation, and all similar property of any nature, tangible or intangible, owned or used in connection or in conjunction with QES’s business and all copyrights, engineered specifications of the QES2000 System, designs, inventions, patents or proprietary methods. 
		 
		 	(iii)      	All mask works and all applications, registrations, certifications, URL’s and renewals in connection therewith, and all confidential business information (including ideas, research and development, proprietary know-how, formulas, techniques, methods, technical data, designs, drawings, specifications, potential customer information, suppliers and vendor lists, pricing and cost information, and business and marketing 
		 


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	 	 	plans and proposals and all computer software (including data and related documentation) developed by or owned by QES and the Inventor and which relate or used in connection or in conjunction with the QES2000 Systems technology. 
	 
	 	 	(iv)      	The Invention licensed for the Territory being the QES2000 System and Technology including all research, developments, software, engineering and design drawings, source codes, studies and reports and all information whether oral or written of QES and the Inventor relating to the QES2000 System. GI acknowledges that the QES2000 Systems technology is being licensed without warranty or representation of any kind from QES and without limitation that a patent will issue for the QES2000 System in the Trade Mark and Patent Office of the United States of America or India or in any other country or jurisdiction. 
	 
	 	 	(v)      	The QES2000 System technology licensed to the Joint Venture Corporation includes each proprietary product or service developed, manufactured, marketed or sold in or as a part of the QES business at any time since inception and any product or service currently under development by QES and/or the Inventor used or to be used in connection with the QES2000 System business or technology. 
	 
	4.      	Contribution of QES to the Joint Venture Corporation shall be as follows: 
	 
	 	(1)      	Prior to the establishment of an assembly Plant in India by the Joint Venture Corporation to deliver and install a QES2000 System or QES2000 Plant to the Joint Venture Corporation at a distributor prices set out in Schedule A in accordance with the QES2000 System specifications. 
	 
	 	(2)      	To deliver to the Joint Venture Corporation Waste to Energy Patented Technologies including all future upgraded versions if any.
	 
	 	(3)      	To Deliver the Basic Engineering Package for the QES2000 System. 
	 
	 	(4)      	To provide Technical Support as required from time to time. 
	 
	 	(5)      	To provide Management Services and all other required Support as needed. 
	 
	5.      	Obligations of the Parties 
	 
	 	5.1         Obligations of QES. The obligations of QES in carrying out the purposes of the Joint Venture Corporation in addition to such obligations as the Management Committee may from time to time determine are: 
	 
	 	(1)      	to undertake the development of special applications of the QES2000 System. 
	 


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		(2)   to maintain the existing QES2000 System and develop upgraded or newer versions of the QES2000 System and Programming so as to maintain a technological lead over existing competitors or future competitors.
		 
	           	5.2        Obligations of GI. 
	 
	 	(1)   to determine the scope of the potential market for the QES2000 System in the Territory and to exploit its business contracts to market the QES2000 System and to assist the Joint Venture Corporation in the marketing of the QES2000 System in the Territory.
	 


	           	(2)   to source potential financing for the business operations of the Joint Venture Corporation. Conducting preliminary surveys and exploring possibilities to install a possible number of QES2000 Systems and preparing feasibility reports with the technical help of QES by identifying potential / feasible clients/ location i.e. Industrial Estates, Municipalities etc.
		  
	  	(3)  Sourcing of all required licenses / permissions / approvals from competent authorities to successfully install QES2000 Systems or QES2000 Plant in India.
		  
	 	(4)   Negotiating with Companies / Individuals / Engineering Contractors / Consultants etc / respective State Government(s) to have basic infrastructure / waste supply / product sales etc. and for successful installation of QES2000 Systems or QES2000 Plants.
		  
		(5)   Securing long term Product Purchase Agreements and Fuel Supply Agreements wherever applicable required.
	    	
	      	(6)   Identification and acquisition of land(s) from time to as required. 
	 
	      	(7)   Engineering, Construction and Operations support including recruitment of enough labor for successful erection and operation of the QES2000Plant(s) / or QES2000 Systems.



	           	(8)    Inviting / structuring Strategic Local Partners for successful development of the QES2000 Plants. 
	 
	     	(9)     Management and other required support as needed. 
	  	
		5.3        GI and QES acknowledge to one another that each respectively intends to perform its obligations as specified in this agreement and to proceed in good faith to perform such obligations. Also the Parties agree to act reasonably in exercising any discretion, judgment, approval, or extension of time which may be required to effect the purpose and intent of this



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agreement. Whenever the approval or consent of a Party is required under this agreement, such consent shall not be unreasonably withheld or unduly delayed.

	6.      	Marketing of the Products 
	 
	 	6.1   Marketing. The obligations of the Parties with respect to the marketing of the QES2000 System shall be as set forth in Paragraph 5. All expenses reasonably and evidenced by invoices incurred by either Party or the Joint Venture Corporation with respect to the fulfillment of such obligations, including, without limitation, travel expenses shall be paid by the Joint Venture Corporation.
	  	
	7.	Distribution of net revenue of the Joint Venture Corporation
	  
		After the Management Committee determines what cash reserves are required and necessary for the future business operations of the Joint Venture Corporation, all revenues howsoever received or generated by the Joint Venture Corporation during any quarter of the fiscal period of the Joint Venture Corporation, after payment of Joint Venture Corporation expenses and provision for taxes for the quarter, shall be allocated as follows:
	 


	         	(a)    Fifty One Per Cent (51%) to GI 
	 
	      	(b)    Forty Nine Per Cent (49%) to QES 
	  


	8.      	Representations and Warranties 
	 
	 	8.1    Representations and warranties of GI. GI hereby represents and warrants as follows:
		(1) that it has full right, power and authority to enter into and carry out this Agreement and has been and is on the date of this agreement duly authorized by all necessary and appropriate corporate or other action to execute this agreement; 
		  
		(2) that it has no prior commitments, arrangements or agreements with any other person which might interfere with, or preclude the carrying out of its obligations under this agreement, and
		  
		9.1     Full Disclosure. The information prepared or furnished by or on behalf of QES and GI in connection with any QES or GI Documents or Related Documents (including the information contained in any Financial Projections or Disclosure Document), does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein and in light of the circumstances when made, and are not misleading. All facts known to QES and GI, material to an understanding of the financial condition, business, property or prospects of the Joint Venture Corporation taken as one enterprise have been disclosed to the other party. The foregoing representations shall be limited to GI and QES’s knowledge with respect to any reports or information furnished and not reports or information furnished by a third Party unless such third Party has been engaged by either party to prepare such information for or on behalf of the other party.
		  
		9.2     Representations and warranties of QES. QES hereby represents and warrants as follows:
	 


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     (1) that it has full right, power and authority to enter into and carry out this agreement and has been and is on the date of this agreement duly authorized by all necessary and appropriate corporate or other action of execute this agreement.

     (2) that it has no prior commitments, arrangements or agreements with any other person which might interfere with, or preclude the carrying out of its obligations under this agreement, and

     9.3     Survival of Representations and Warranties. All representations and warranties of the joint venture Parties and the Joint Venture Corporation shall be true and complete as of the closing and shall survive the closing and if any of the representations and warranties of a Party above are not accurate in all material respects, when made, then such Party shall be in material breach of the Agreement.

	10.      	Closing Executed Documentation 
	 
	 	(a)      	Organizational Resolutions of the Board of Directors of GI (setting forth the organizational Board resolutions); 
	 
	11.      	Closing Execution from QES. 
	 
	 	(a)      	Organizational Resolutions of the Board of Directors of QES (setting forth the organizational Board resolutions); and license agreement for the QES2000 System for the Territories All mask works and all applications, registrations, certifications and renewals in connection therewith, and all confidential business information (including ideas, research and development, know-how, fuel formulations, formulas, techniques, technical data, designs, drawings, specifications, customer, supplier and vendor lists, pricing and cost information, and business and marketing plans and proposals and all computer software (including data and related documentation) developed or owned by GI and the Inventor. 
	 
	 	(b)      	Trade mark Licensing Agreements for QES2000 System. 
	 
	12.         	Maintenance and Transfer of Interests. 
	 
	          	12.1     Maintenance of interests. It is the intent of the Parties hereto that their respective Interests in the Joint Venture Corporation be maintained at all times, Provided however QES shall be entitled to assign its interest in this Agreement to a third Party.



	13.        	Default and Termination 
	 
	           	13.1     Events of default. For the purposes of this agreement, default by a Party hereto shall be deemed to have occurred in each of the following instances, namely:



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     (1) if a Party shall refuse or omit to do any act or undertaking required to be done or completed pursuant to the terms of this agreement within 30 days of receiving written notice from the other Party specifying the non-compliance;

     (2) if the Party or all of its Directors shall fail to attend Three (3) consecutive meetings of the Management Committee after having received the required notice of such meetings;

     (3) if the Party should dispose of or attempt to dispose of all or any part of its Interest without complying with the terms and conditions of this agreement, subject to paragraph 12.1; 

     (4) if the Party defaults under any of the covenants contained in any document required to be executed in order to carry out the terms of this agreement, whether or not such Party is in default hereunder, unless such default has been duly waived or cured;

     (6) if an effective order is made or resolution passed for the winding up of the Party; 

     (7) if a Party becomes insolvent or makes an authorized assignment for the benefit of its creditors or commits any voluntary or involuntary act of bankruptcy;

     (8) if any execution, extent, attachment, distress or other process of any court is made or attaches to the Interest of a Party in the System or the Joint Venture Corporation and any such execution, extent, attachment, distress or other process is not satisfied within 30 days;

     (9) if a Receiver is appointed in respect of any of the assets of a Party including, without limitation, its Interest in the System or the Joint Venture Corporation;

     (10) if a Party makes a sale in bulk of its assets, and 

     (11) if a Party ceases or threatens to cease to carry on its business or its participation in the Joint Venture Corporation.



     13.2     Action in case of default.

If either Party should be in default, pursuant to the provisions of paragraph 13.1, at the unfettered discretion of Non-defaulting Party, this Agreement shall be terminable immediately if the Non-defaulting Party has given the Defaulting Party written notice of material breach or default by such Party (such notice to explain the alleged breach in reasonable detail) and the Defaulting Party fails to cure such breach within thirty (30) days of receipt of such notice; the Defaulting Party shall immediately offer all of its Interest in the Joint Venture Corporation to the Non-defaulting Party as provided herein:

     (1) the Party required to dispose of all of its Interest shall offer such Interest to the other Party ("Offeree") by notice in writing, which notice shall state the price and the other terms and conditions upon which the Offeror desires to dispose of its Interest; if no such offer has

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been made within Fifteen (15) days after such default, the Offeror shall be deemed to have offered its Interest to the Offeree for a purchase price payable in cash, equivalent in value to the Cash Contribution of GI;

     (2) the Offeree shall at its option have the right for a period of Thirty (30) days after receipt of such notice to purchase the Interest offered at the price and on the terms and conditions specified in the notice and shall exercise such right by accepting the offer in writing and by payment of the purchase price to the Offeror against delivery of all documents necessary to convey the Interest of the Offeror;

     (3) in the event that the purchase of the Interest being sold shall not have occurred in accordance with the provisions of subparagraphs (1), and (2) hereof, the Offeree shall be entitled, within Fifteen (15) days after the last day on which such purchase could have occurred, to terminate this agreement by giving not less than Seven (7) days written notice to the Offeror and the Joint Venture Corporation shall be dissolved and liquidated pursuant to Paragraph 14(b).

	14.      	General Termination Rights. 
	 
	 	(a)      	This Agreement may be terminated (“Termination”) upon the mutual agreement of the Parties in writing. 
	 
	 	(b)      	Liquidation 
	 
	 	 	(i) At the expiration of the Joint Venture Term, or in the event that the Joint Venture Term is earlier terminated pursuant to any provisions of this Agreement, the Joint Venture Corporation shall be dissolved and liquidated pursuant to this Paragraph 14(b). The Executive Committee shall appoint a liquidation committee to represent the Joint Venture Corporation in all matters concerning the liquidation of the Joint Venture Corporation’s assets in accordance with applicable laws and regulations. The Liquidation Committee shall have the rights, powers and duties conferred by this Agreement and by applicable law. The Liquidation committee shall be composed of Two (2) members. Each of GI and QES shall appoint one member to the Liquidation committee who have the authority to appoint one lawyer and certified public accountant to act as advisors to the Liquidation committee.
			  
			 (ii) The Liquidation Committee shall conduct a thorough examination of the Joint Venture Corporation's assets and liabilities and formulate a liquidation plan that will provide for the orderly discharge of the liabilities of the Joint Venture Corporation and reasonable maximization of the value of the assets of the Joint Venture Corporation. The liquidation plan shall be approved by the Executive Committee and shall ensure that the Parties have substantially equal opportunity with third Parties to bid for or purchase all or a portion of the Joint Venture Corporation's assets, provided that such opportunity need not be afforded to any Party whose breach was the basis for termination under Paragraph 13 hereof. All Parties participating in the bidding for the purchase of the Joint Venture Corporation's assets shall be entities legally qualified to be engaged in the business activities of the Joint Venture Corporation. The purchase procedures shall further comply with all the relevant mandatory requirements under applicable laws.
	 


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     (iii) All proceeds from the disposition of the assets of the Joint Venture Corporation pursuant to this Paragraph 14 shall be applied to effect payments in the following order of priority:

     (A) the liquidation costs and expenses, including reasonable remuneration payable to members of the liquidation committee who are not employees, officers or directors of a Party or the Joint Venture Corporation;

     (B) salaries, insurance premiums or welfare expenses due and payable to employees of the Joint Venture Corporation;

     (C) taxes and other government charges due and payable; 

     (D) all other outstanding liabilities of the Joint Venture Corporation; and 

     (E) the Parties in proportion to their respective shares of the Registered Capital. 

15.       Indemnification

     15.1 To the extent that a Party suffers any direct, indirect, incidental, consequential or exemplary damages as a result of its participation in the Joint Venture Corporation, unless due to its own negligence or willful act or omission, the other Party shall indemnify and save such Party harmless from any and all claims, demands, damages, actions, suits, liabilities and losses of any kind or character on account of damages or losses to persons or property, from any cause or casualty arising out of or in connection with the performance of this agreement.

     15.2 Each of the Parties shall indemnify and hold harmless the other, and each director, officer, employee, agent and representative of such other Party, from and against any and all losses, claims, damages and liabilities arising out of any negligence or willful act or omission of such representatives of such indemnitor, done or undertaken in connection with the Joint Venture Corporation, unless pursuant to authorization expressly granted herein or by other express agreement in writing between the Parties.

16.       Confidentiality

     During the term of the Joint Venture Corporation and after the termination or other dissolution thereof for any reason, both Parties shall treat all information that they may have acquired in relation to each other and the Joint Venture Corporation as strictly confidential. Each Party shall use the same degree of care to avoid the disclosure of confidential data and information of the other Party or the Joint Venture Corporation as it uses to protect its own confidential data and information. The obligations undertaken by the Parties hereto pursuant to this paragraph shall not apply to any data or information which are or become in the public domain, other than in consequence of the willful or negligent act or omission of either of the Parties hereto or its employees, or which are developed independently from this agreement, or which are rightly obtained from third Parties. The obligations contained in this paragraph shall survive termination of this agreement and/or the sale of the Interest by either or both of the Parties hereto.

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	17.         Relationship of the Parties



If for any reason whatsoever, any term or condition of this Agreement or the application thereof to any Party or circumstance shall, to any extent, be invalid or unenforceable, all other terms and conditions of this Agreement shall not be affected thereby and each term and condition of this Agreement shall be separately valid and enforceable to the fullest extent permitted by law.

18.          Further Assurances.

The Parties shall with reasonable diligence do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and each Party shall provide such further documents or instruments required by the other Party as may be reasonably necessary or desirable to effect the purpose of this Agreement and carry out its provisions.

19.         Counterparts

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

20.         Construction.

The Parties hereto acknowledge that their respective legal counsel have reviewed and participated in settling the terms of this Agreement and that any rule of construction to the effect that any ambiguity is to be resolved against the drafting Party, including the rule or doctrine of contra proferentum, shall not be applicable in the interpretation of this Agreement.

21.         Entire Agreement.

     This Agreement (including the schedules hereto) constitutes the entire Agreement of all the Parties with respect to the subject-matter hereof and supersedes all prior agreements understandings, negotiations and discussions, whether oral or written. There are no representations, undertakings or agreements of any kind between all the Parties respecting the subject matter hereof except those contained in this Agreement.

22.         Severability.

     If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part of such provision and the remaining part of such provision and all other provisions of this Agreement shall continue in full force and effect.

23.         Force Majeure. 

     If either Party hereto is at any time either during this Agreement or thereafter prevented or delayed or that could not have been unreasonably foreseen and prevented by means reasonable available to it, and that occurred without such Party’s fault or neglect in

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complying with any provisions of this Agreement by reason of strikes, walk-outs, labor shortages, power shortages, fires, wars, acts of God, earthquakes, storms, floods, explosions, accidents, protests or demonstrations by environmental lobbyists or native rights groups, delays in transportation, breakdown of machinery, inability to obtain necessary materials in the open market, unavailability of equipment, governmental regulations restricting normal operations, shipping delays or any other reason or reasons beyond the control of that Party, then the time limited for the performance by that Party of its respective obligations hereunder shall be extended by a period of time equal in length to the period of each such prevention or delay. A Party shall within three calendar days give notice to the other Party of each event of force majeure under this section, and upon cessation of such event shall furnish the other Party with notice of that event together with particulars of the number of days by which the obligations of that Party hereunder have been extended by virtue of such event of force majeure and all preceding events of force majeure.

24.         Time is of the Essence: Time is of the essence to this Agreement 

25.         Notices.

     Any notice or other writing required or permitted to be given under this Agreement or for the purposes of this Agreement (referred to in this section as a "notice") to any Party shall be sufficiently given if delivered personally, or if sent by prepaid registered mail or if transmitted by fax or other form of recorded communication tested prior to transmission to such Party at the address first stated for the relevant Party below or at such other address as the Party to whom such writing is to be given shall have last notified in writing to the Party giving the same in the manner provided in this section. Any notice delivered to the Party to whom it is addressed as provided in this section shall be deemed to have been given and received on the day it is so delivered at such address, provided that if such day is not a Business Day then the notice shall be deemed to have been given and received on the Business Day next following such day. Any notice mailed to the address and in the manner provided for in this section shall be deemed to have been given and received on the fifth Business Day next following the date of its mailing. Any notice transmitted by fax or other form of recorded communication shall be deemed given and received on the first Business Day after its transmission.


	 	Notices:



           for GI: 

          Address:  F-107, 6-3-865, Greenlands, Hyderbad-500 016 India


	 	for QES:



           Address: 6130 Elton Avenue Las Vegas, Nevada, 89107

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26.        Transfer of Interests, Except as provided below or in Paragraph 13 neither QES or GI shall sell, transfer or assign their respective interests or any part thereof in the Joint Venture Corporation without the written consent of the other Party.

27.        Headings. The captions and headings used herein are for convenience of reference only and are not to be construed in any way as material terms or be used to interpret the provisions of this Agreement.

28.         Waiver and Modification.

     Failure by either Party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. Any waiver, amendment or other modification of any provision shall be effective only if in writing and signed by the Parties.

IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of the Effective Date set forth above.


	Quadra Energy Systems Inc.

By:




	/s/ Rosemary Samuels Oct. 28, 2009

_______________________________ 




	Geetas Infra

By:




	/s/ Srirama Raju Oct. 28, 2009

_______________________________



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This is Schedule “A” and forms part of that certain Agreement dated the 28th day of October 2009 and entered into by Gretas Infra and Quadra Energy Systems Inc.

QES2000 SYSTEM contains the following components

	QES2000 Conversion Unit
	Factory steel platform construction
	Loading System
	Unloading Conveyor with magnetic separator
	Belt Conveyor (15m)
	Air Pollution Control System
	Waste water tank and treatment System
	QES System Installation and QES Piping
	Central control system
	Conversion system via acid cleaning, air
	separation, and filtration to purify carbon black
	to high quality NT220 or NT330 priced at
	$1,300 per ton as at 2009-1-31
	( needed for MSW and tires only )



QES2000 SYSTEM PLANT contains the following components

	QES 2000 System
	                         QES 2000 Converter Unit
	                         Factory steel platform construction
	                         Loading System
	                         Unloading Conveyor with Magnetic
	                         separator
	                         Belt Conveyor (15m)
	                         Waste water tank and treatment System
	                         Air Pollution Control System
	                         QES System Installation and Piping
	                         Central control system
	                         Conversion system via acid cleaning, air
	                         separation, and filtration to purify carbon
	                         black to high quality NT220 or NT330
	                         priced at $1,300 per ton as at 2009-1-31
	Additional Equipment
	                         Scale Weight Equipment
	                         Breaking machine with conveyor
	                         Magnetic and Screen Selecting system
	                         Oil storage tank and pump
	                         Carbon Black grinding system
	Design and Installation cost
	                         Equipment Layout Design
	Optional Equipment
	                         Precious metal refining system




 

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