f8k111809ex10i_magnegas.htm


    Exhibit 10.1

     

    Letter of
Intent

     

    
      


    

    
      This
Letter of Intent ("LOI") is entered into by and between Magnegas Corporation
("MNGA") and DDI Industry International Company ("DDI") on this 12th day of
November, 2009.

       

      1. Recitals

       

      Whereas, MNGA
is a Publicly Traded corporation organized and existing under the law of the
state of Delaware with its principle place of business in the state of
Florida.

       

      Whereas,
DDI is a Corporation organized and existing under the law of the Country of
Beijing, China. Whereas, DDI is a Corporation engaged in the business of
alternative fuel and power generation technology.

    

     

    Whereas,
MNGA is engaged in the business of generating gaseous fuel and irrigation water
from liquid waste with its patented Plasma Arc Flow technology.

     

    Whereas,
MNGA and DDI are desirous to enter into a collaboration for the manufacturing
and distribution of the Magnegas technology in China.

     

    Whereas,
both parties agree to the following

     

    2.
Scope

     

    
      	
              1)
       

            	
              MNGA will grant to DDI a 60 day exclusive option to purchase the
      distribution and manufacturing rights for the Magnegas Technology for the
      country of China ending on January 15, 2010. In exchange for the exclusive
      option, DDI will pay a $10,000 fee,within 20 days of signing of this
      agreement, via check or wire transfer. Upon clearing of the funds in the
      MNGA bank account, the exclusive option will become
  effective.

            


    

     

    
      	
              2)  

            	
              During
      the exclusive option period, the parties agree to study a possible joint
      development of the Chinese market as per the
  following:

            


    

    
      	
              a.  
      

            	
              DDI
      will identify a company that is publicly traded in the Hong Kong stock
      exchange.

            


    

    
      	
              b.  

            	
              DDI
      will grant to MNGA a minority interest in said public Hong Kong company
      for an amount to be determined.

            


    

    
      	
              c.  

            	
              Said
      public company in Hong Kong will purchase three Plasma Arc Flow prototype
      refineries, for a total of $5 million cash or wire transfer with a payment
      schedule to be agreed (no letter of credit accepted). This will include a
      100kw Total refinery on a trailer, a 200kw Linear refinery on a trailer
      and a 200kw Total-Linear refinery on a
trailer.

            


    

    
      	
              d.  
      

            	
              Said
      public company in Hong Kong will sign an exclusive manufacturing and
      distribution agreement for the Magnegas technology with strict limitations
      for only the Chinese market.

            


    

    
      	
              e.
        

            	
              Upon
      implementation of 2a, 2b, 2c and 2d as per above, MNGA shall transfer,
      assign and 'release the totality of all intellectual property rights,
      patents, patent applications, manufacturing drawings, domain names and
      trademarks for the Chinese market only. MNGA will provide training,
      scientific support and collaboration on all future patent applications for
      the Chinese market.

            


    

     

    5. Website Links and Image Authorization www.magnegas.com

     

    MNGA and
DDI authorize each other to be named as a "Strategic Partner" on each others
website and inclusive in relative mutual Press Releases with a corporate logo
linking to its website. This agreement is null and void if not signed by both
parties within 7 days of the first signature. This agreement is null and void if
the $10,000 fee is not received within 7 days of the signing of this
agreement.

     

    
    

     

    
      	 DATED:	 11-13-09	 By:	 	 
	 	 	 	 Allen Feng,
      President DDI Corporation	 
	 	 	 	 	 
	 DATED:	 11-18-09	 By:	 	 
	 	 	 	 Dr. Ruggero
      Santilli, CEO, Magnegas Corporation