Ecolomondo Corporation Inc.: Exhibit 10.2 - Filed by newsfilecorp.com







 

October 10th, 2015 

Letter of Intent for Joint Venture Partnership 
For one
turnkey plant in the State of New Jersey

Between

Matzel Industries LLC 
39 Avenue at the Common, Suite
102 
Shewsbury, NJ 07702 

And 

Nominee for 
Ecolomondo Corporation Inc
On
behalf of a Company to be Incorporated

(Collectively referred hereafter as the Parties) 

This Letter of Intent (hereunder referred to as LOI) outlines
the proposed terms and conditions under which Ecolomondo Corporation Inc.
(hereunder referred to as Ecolomondo) agrees to sell a TDP turnkey plant to be
located in the State of New Jersey, USA (hereunder referred to as the
Transaction) to a joint-venture partnership comprised of the Matzel Group and a
wholly owned subsidiary of Ecolomondo Corporation Inc.

This LOI will take effect when the following conditions have
been fulfilled by the parties; 

a) This LOI is returned duly signed;
and 
b) The commitment fee described in Clause 7 below is paid. 

The Parties agree that this LOI will be the basis for the
definitive Lump Sum Turnkey Agreement including all ancillary instruments and
documents deemed necessary (the Transaction Documents) to give act to the
parties intentions contained herein. The Parties agree that the Transaction
Documents must be executed and delivered by the parties thereto no later than
April 10th, 2016 (Closing Date); or this LOI will terminate in
accordance with Paragraph 13 a) hereof. 

	1. 	
      The Transaction.



The Parties agree that the Transaction will consist of the
following: 

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	 	a) 	
      Ecolomondo agrees to provide JV New Jersey with those
      services, documentation and expertise as described in this LOI which are
      necessary for JV New Jersey to purchase a Turnkey TDP facility consisting
      of four (4) reactors that are capable of decomposing an average of
      forty-eight million pounds (24,000 short tons) per year that will be
      located in the State of New Jersey (the Plant). The description of the
      Plant is sufficiently detailed in Exhibit A of this LOI.

	 	 	 
	 	b) 	
      Ecolomondo agrees to secure financing of up to eighty
      five percent (85%) of the Contract Price provided that JV New Jersey can
      satisfy all of the requirements and fulfill all of the conditions of the
      lender.

	 	 	 
	 	c) 	
      Ecolomondo will also provide JV New Jersey with
      assistance in evaluating, from a technical and business perspective, JV
      New Jersey appropriate location for the Plant. Ecolomondo will assume no
      risk or liability for representation or advice to JV New Jersey in
      evaluating the above and for all decisions made by JV New Jersey regarding
      location feasibility, financing, and business risks.

	 	 	 
	 	d) 	
      Ecolomondo will also provide JV New Jersey with
      conceptual design of Plant layout and technical information pertaining to
      the equipment required to support JV New Jersey application to
      Governmental authorities for operating authority needed to operate a TDP
      facility.

	 	 	 
	 	e) 	
      If JV New Jersey determines that the Plant is
      economically feasible and desires to proceed with the purchase and
      construction of a TDP facility, then JV New Jersey agrees to enter into a
      Lump Sum Turnkey Agreement with Ecolomondo for the purchase of a 4-reactor
      Thermal Decomposition Facility, that will be located in the State of New
      Jersey USA.




	2. 	
      Contract Price.

	 	 	 
		a) 	
      JV New Jersey shall pay Ecolomondo thirty seven million
      five hundred thousand dollars ($37,500,000)US (the Contract Price), as
      full consideration to Ecolomondo for the purchase of the 4-reactor TDP
      facility to be described in the Lump Sum Turnkey Agreement. The Contract
      Price is based upon Ecolomondo’s standard plant design, and shall be
      subject to adjustments to reflect any deviations from standard design
      requested by JV New Jersey, before the date upon which the Turnkey
      Agreement is executed. The Contract Price does not include any sales taxes
      and duties that may be applicable. Also, the purchase price includes an
      allowance for transportation, storage and logistics of up to $750,000 USD.
      Should the transport, storage and logistics exceed the allowance, then JV
      New Jersey will be responsible for the difference. If the Lump Sum Turnkey
      Agreement along with the Notice to Proceed is not executed within 12
      months of the date of the signing LOI October 10th, 2016 the
      Contract Price shall be subject to Clause 2.b).



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	 	b) 	
      If the Lump Sum Turnkey Agreement along with the Notice
      to Proceed is not signed within the 6 months of the date of signing the
      LOI April 10th, 2016 and due to the rapidly accelerating costs
      of specialty materials and services required, Ecolomondo shall add to the
      Contract Price the aggregate increases of all costs between the date of
      the LOI and the Notice to Proceed including and not limited to labor,
      materials, equipment, parts, engineering, transportation, etc., required
      to build a Turnkey TDP facility.




	3. 	
      Responsibilities of JV New Jersey, or 
The Owner of
      the Land and Building.



The consummation of the Transaction
will be subject to the Lump Sum Turnkey Agreement containing the following
conditions. 

	 	
      OPTION# 1 
	
      If JV New Jersey chooses to build its own building, on a
      site it chooses, Ecolomondo will have no responsibility for and will not
      perform any site preparation work for the JV New Jersey site, outlined in
      undertakings I through XV listed below. 

	 	  	  
	 	
      OPTION #2 
	
      If JV New Jersey chooses to have the building owned and
      built by a third party on a site chosen by Ecolomondo, then the owner of
      the land and the building will be responsible to perform site preparation
      for the JV New Jersey site, outlined in undertakings I through XV listed
      below. This is conditional to JV New Jersey signing an acceptable long
      term lease with the owner of the property. All site preparation costs will
      be included in the rent. 



In each case, work must be performed in
accordance with the specifications provided by Ecolomondo, which will include,
but will not be limited to: 

	 	i. 	
      Obtaining land and legal authority to use the site for
      its intended purpose;

	 	 	 
	 	ii. 	
      Obtaining all operating permits;



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	 	iii. 	
      Obtaining storm water runoff permit and erosion
      control/land disturbance permit;

	 	 	 
	 	iv. 	
      Obtaining any necessary pollutant elimination discharge
      permit;

	 	 	 
	 	v. 	
      Obtaining a natural gas supply and service agreement and
      providing all gas piping to the use points, providing burner tip pressures
      as specified by Ecolomondo, and supplying a digital flow meter;

	 	 	 
	 	vi. 	
      Securing temporary and permanent electrical service,
      including all infrastructure design and installation for any line/service
      extensions, substation, primary feed and metering system, and on-site
      electrical distribution system up to and including the service
      transformers;

	 	 	 
	 	vii. 	
      Supplying a water source, storage, and water supply lines
      of appropriate quality and quantity;

	 	 	 
	 	viii. 	
      If required, paying for a water treatment system,
      including any building or structure required to house such a
  system;

	 	 	 
	 	ix. 	
      Providing wastewater discharge piping, septic tank and
      drain field or connect to a municipal system as required for the sanitary
      sewer requirements of the Plant;

	 	 	 
	 	x. 	
      Providing and maintaining required ditches and permanent
      roads;

	 	 	 
	 	xi. 	
      Providing or constructing the process building;

	 	 	 
	 	xii. 	
      Providing maintenance and power equipment and spare
      parts;

	 	 	 
	 	xiii. 	
      Supplying drawings of building;

	 	 	 
	 	xiv. 	
      Supplying for the required fire protection system for the
      Plant, including any building or structure required to house such
      system.

	 	 	 
	 	xv. 	
      Supplying if needed, surveys describing the property’s
      boundaries; geotechnical studies describing subsurface conditions;
      temporary and permanent easements, zoning and other requirements and
      encumbrances



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	 	b) 	
      In the event JV New Jersey chooses Option#1 then
      Ecolomondo will provide reasonable assistance to JV New Jersey in
      obtaining operating and occupancy permits, approvals and licenses. If the
      JV New Jersey chooses Option#2 it has the right to takeover, at its cost,
      the process of securing the appropriate permits. In this case JV New
      Jersey will hold harmless Ecolomondo, it’s officers, directors, employees,
      and agents, if JV New Jersey fails to comply with applicable laws in
      obtaining or maintaining the required permits.

	 	 	 
	 	c) 	
      In the event of the denial or revocation of any JV New
      Jersey obtained permit as a result of JV New Jersey’s failure to comply
      with applicable laws shall entitle Ecolomondo to an extension of contract
      times and an adjustment of Contract Price as described in Articles 2A and
      2B to the extent effected by such denial or revocation and to any and all
      other remedies available pursuant to the Lump Sum Turnkey Agreement and
      applicable law.

	 	 	 
	 	d) 	
      If JV New Jersey chooses Option#1, Ecolomondo will not be
      responsible for differing site conditions including, but not limited to
      concealed, latent, physical, subsurface conditions. JV New Jersey must
      immediately remedy the matter and Ecolomondo will be entitled to an
      adjustment on the Contract Price for the costs incurred by the differing
      site conditions.




	4. 	
      Responsibilities of
Ecolomondo




	 	i. 	
      Ecolomondo will provide up to four (4) weeks of training
      for JV New Jersey employees.

	 	 	 
	 	ii. 	
      Will permit JV New Jersey to use certain proprietary
      intellectual property and information. The use shall be governed by the
      terms and provisions of a license agreement between the Parties which
      shall be attached as an exhibit to the Lump Sum Turnkey Agreement and
      shall include a five (5%) percent royalty to be paid by JV New Jersey to
      Ecolomondo based on a percentage of gross revenue made by JV New
      Jersey.

	 	 	 
	 	iii. 	
      Provide all drawings, specifications, calculations, data,
      notes and other materials and documents including electronic data
      furnished by Ecolomondo to JV New Jersey under the Lump Sum Turnkey
      Agreement (Work Manual) will be instruments of service and Ecolomondo will
      retain the ownership and property interests therein, including copyrights
      thereto.



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	 	iv. 	
      Upon payment in full of the amounts outlined in the Lump
      Sum Turnkey Agreement, Ecolomondo will grant JV New Jersey a limited
      license to the Work Manual for use solely in connection with the operation
      and maintenance of the Plant. The limited license will not permit JV New
      Jersey to use the Work Manual in connection with any modification or
      expansion of the Plant Conversely, nothing in the limited license is
      intended to limit JV New Jersey use of the Plant’s actual production
      capability as outlined in the Work Manual and confirmed in the Lump Sum
      Turnkey Agreement.




	5. 	
      General Conditions




	 	a) 	
      Ecolomondo has the option at its sole discretion, to
      subcontract portions or in some cases all of the work outlined
    herein.

	 	 	 
	 	b) 	
      JV New Jersey must obtain Financial Closing prior to the
      issuance of a Notice to Proceed. Financial Closing shall be deemed
      obtained when the Loan Documents for the financing have been
    executed.

	 	 	 
	 	c) 	
      Work will commence following receipt of JV New Jersey’s
      written valid notice to proceed (Notice to Proceed). The Notice to Proceed
      cannot be given until (1) JV New Jersey has secured a site to accommodate
      a TDP facility; (2) operating authority and the air permit(s) and/or other
      applicable local, state, provincial or federal permits necessary have been
      obtained; (3) JV New Jersey has obtained Financial Closing; (4) JV New
      Jersey has provided Ecolomondo an all risk insurance certificate or copy
      of insurance policy demonstrating Ecolomondo as a co-insured in the amount
      of forty million dollars ($40,000,000); (5) JV New Jersey has secured a
      ten million dollar ($10,000,000) liability insurance policy; (6) JV New
      Jersey has secured the supply of the appropriate amount to feedstock,that
      is two million five hundred thousand tires (2,500,000) for a minimum of 5
      years; and (7) Ecolomondo has provided JV New Jersey written notification
      of its acceptance of the Notice to Proceed. If JV New Jersey has not
      fulfilled its requirements for the issuance of a Notice to Proceed,
      Ecolomondo may, at its sole option, terminate the Lump Sum Turnkey
      Agreement, thus releasing Ecolomondo of all obligations.

	 	 	 
	 	d) 	
      Substantial Completion will be the date on which the
      Plant construction has been completed to a point that the Plant is ready
      to process the first batch of automotive tire shred for producing gas,
      oil, carbon, black filler, and steel, for its intended use. No production
      capacity is guaranteed on the Substantial Completion date, but the Plant
      is largely completed and commissioned as of that date and is able to
      process over 50% of its intended average capacity of twelve thousand
      pounds (12 000.) batches for three batches per day per
  reactor.



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	 	e) 	
      Substantial Completion will occur no later than Three
      Hundred and Sixty Five (365) days after that date of Notice to
    Proceed.

	 	 	 
	 	f) 	
      Final Completion will be achieved once JV New Jersey
      reasonably determines that: Substantial Completion has been achieved as
      outlined in the Lump Sum Turnkey Agreement; any outstanding amounts owed
      by JV New Jersey to Ecolomondo have been paid; remaining items of work
      have been completed; clean-up of the site has been completed; all permits
      required to have been obtained by JV New Jersey; certain information,
      including an affidavit stating that there are no outstanding liens, a
      release from further compensation, consent to a final payment, and a hard
      copy of the as-built plans has been provided to JV New Jersey; releases
      and waivers of all claims and liens from Ecolomondo and subcontractors
      have been provided; and the Performance Tests have been successfully
      completed. Final Completion will occur no more than one hundred twenty
      (120) days after the actual Substantial Completion date. The 120- day
      period between Substantial Completion and Final Completion will be tied
      directly to actual Substantial Completion. By the way of example, if
      Substantial Completion is achieved ten (10) days early, then the one
      hundred and twenty (120) days period to Final Completion would begin on
      that earlier date.

	 	 	 
	 	g) 	
      Ecolomondo will demonstrate certain performance guarantee
      criteria through performance testing performed following Substantial
      Completion but prior to Final Completion (Performance Tests). Air permit
      tests shall be done by a third party contractor retained by Ecolomondo,
      but at the expense of JV New Jersey. JV New Jersey will have the right to
      hire his own third party contractor to certify the testing made by
      Ecolomondo.

	 	 	 
	 	h) 	
      JV New Jersey will take control of the Plant after
      completion and acceptance of the Performance Tests. The Performance Tests
      will be completed by JV New Jersey personnel under Ecolomondo’s direction
      and must be completed no later than thirty (30) days after JV New Jersey
      received notification from Ecolomondo that the plant is ready for
      performance tests.

	 	 	 
	 	i) 	
      Ecolomondo will pay liquidated damages at a daily amount
      of ten thousand dollars ($10,000) for each day past one hundred and twenty
      (120) days after Substantial Completion where Final Completion is not
      attained. Ecolomondo’s liability for liquidated damages shall be capped at
      and shall not exceed one and half (1.5%) percent of the contract
    price.

	 	 	 
	 	j) 	
      The aggregate liability of Ecolomondo, its
      Subcontractors, vendors, suppliers, agents and employees, to JV New Jersey
      (or any successor thereto or assignee thereof) for any and all claims or liabilities arising out of or relating in
any manner to the construction and installation of a TDP facility or to
Ecolomondo’s performance or non-performance of its obligations under the Lump
Sum Turnkey Agreement, whether based on contract, tort (including negligence),
strict liability, or otherwise, shall not exceed the aggregate. Ecolomondo’s
aggregate liability shall be limited to the greater of (1) Five percent (5%) of
the Contract Price or (2) the amount of insurance coverage available to respond
to the claim or liability under any policy of insurance provided by Ecolomondo
under the Lump Sum Turnkey Agreement.



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	 	k) 	
      The warranty period for work performed pursuant to the
      Lump Sum Turnkey Agreement will extend for one year past the Substantial
      Completion. The Warranty will not apply to defect caused by abuse,
      alterations, or failure to maintain. The warranty period will be extended
      one day for each day that such part that is under warranty is
      malfunctioning.

	 	 	 
	 	l) 	
      JV New Jersey will pay Ecolomondo a mobilization fee in
      the amount of Fifteen (15%) percent of the Contract Price, that will be
      placed ‘In Trust” with the notary of Ecolomondo, pending the final
      completion of the Lump Sum Agreement. Each JV New Jersey partner will be
      responsible for seven and one half percent (7.5 %) of the mobilization
      fee. Such mobilization fee along with the commitment fee shall be applied
      against Contract Price upon final completion.

	 	 	 
	 	m) 	
      Ecolomondo will request payment and JV New Jersey will
      pay Ecolomondo in accordance with the following
  procedures:




	 	i. 	
      On or before the twenty-fifth (25th) day of
      each month following the acceptance of Notice to Proceed, Ecolomondo will
      submit to JV New Jersey a request for payment (an “Application for
      Payment”). Along with each Application for Payment, except with respect to
      the first Application for Payment, Ecolomondo will submit to JV New Jersey
      signed lien waivers for work included in the Application for Payment
      submitted for the immediately preceding pay period and for which payment
      has been received.

	 	 	 
	 	ii. 	
      The Application for Payment will constitute Ecolomondo’s
      representation that the work has been performed consistent with the
      Transaction Documents and has progressed to the point indicated in the
      Application for Payment. No additional documentation will be provided to
      JV New Jersey in support of the Application for Payment. The work
      completed at the site and the comparison of the Application for Payment
      against the Schedule of Values shall provide sufficient substantiation to
      JV New Jersey of the accuracy of the Application for Payment. The Schedule
      of Values subdivides the work into its respective parts, includes values for all items comprising the work
performed and equipment purchased or delivered, and serves as the basis for the
monthly progress payments. 



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	 	iii. 	
      The Application for Payment may request payment for
      equipment and materials not yet incorporated into the project only if JV
      New Jersey is reasonably satisfied that the materials and equipment are
      suitably stored at the site or elsewhere and are protected by suitable
      insurance. Upon payment, JV New Jersey will receive title to such
      equipment and materials.

	 	 	 
	 	iv. 	
      JV New Jersey shall make payment within ten (10) days of
      receipt of the Application for Payment. JV New Jersey will permit
      Ecolomondo to collect payments directly from JV New Jersey lender. Failure
      to make such payment will result in the accrual of interest at a rate of
      eighteen percent (18%) per annum commencing five (5) days after the
      payment is due. Failure to make such payment, entitles Ecolomondo to stop
      work.

	 	 	 
	 	v. 	
      If JV New Jersey wishes to dispute any portion of the
      Application for Payment, JV New Jersey must notify Ecolomondo in writing
      within five (5) days of receipt of the Application for Payment. Such
      notice must state the specific amounts JV New Jersey disputes and the
      reasons and contractual basis for disputing, and the specific measures
      Ecolomondo must take to rectify JV New Jersey concerns. Regardless of a
      dispute as to the portion of the Application for Payment, JV New Jersey
      must pay the total amount of the Application for Payment by the payment
      due date. If the dispute is valid and not contested by Ecolomondo, then an
      appropriate deduction can be made to the payment by JV New
  Jersey.

	 	 	 
	 	vi. 	
      If the dispute is not resolved, retainage on progress
      payments made pursuant to the Lump Sum Turnkey Agreement will be capped at
      ten percent (10%) of the Contract Price. JV New Jersey will retain ten
      percent (10%) of each payment up to the amount in dispute and this amount
      cannot surpass ten percent (10%) of the final Contract Price. JV New
      Jersey will not retain any additional amounts from payments. JV New Jersey
      will release retainage, less the amount equal to the value of
      subcontractor lien waivers not yet obtained, and any amounts still in
      dispute as mentioned in articles M (V) and M (VI), along with all
      applicable interest upon completion of the Performance Tests. The Parties
      agree that in the event that there are amounts still disputed at the final
      completion, then the parties agree to Binding Arbitration in the country
      of domicile of Ecolomondo.



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	 	vii. 	
      In the event of Arbitration, JV New Jersey will deposit
      disputed amounts in trust with Ecolomondo’s legal counsel pending a
      decision by the Arbitrator.

	 	 	 
	 	viii. 	
      Upon Final Completion, Ecolomondo will deliver to JV New
      Jersey a request for final payment and payment of retainage amounts. JV
      New Jersey will make the final payment thirty (30) days after the receipt
      of such request. JV New Jersey failure to make Final Payment will void any
      and all warranties, whether express or implied, provided, provided by
      Ecolomondo pursuant to the Turnkey Agreement.




	 	n) 	
      Force Majeure Events” shall mean any cause or events
      beyond the reasonable control of, and without the fault of negligence of a
      Party claiming Force Majeure, including, without limitation, an emergency,
      floods, earthquakes, hurricanes, tornadoes, adverse weather conditions not
      reasonably anticipated or acts of God; sabotage; vandalism beyond that
      which could be reasonably be prevented by a Party claiming Force Majeure;
      terrorism; war; riots; fire; explosion; blockades; insurrection; strike;
      slow down or labor disruptions (even if such difficulties could be
      resolved by conceding to the demands of a labor group); economic hardship
      or delay in the delivery of materials or equipment that is beyond the
      control of a Party claiming Force Majeure, and action or failure to take
      action by any governmental authority after the effective date of the Lump
      Sum Turnkey Agreement (including the adoption of change in any rule or
      regulation or environmental constraints lawfully imposed by such
      governmental authority), but only if such requirements, actions, or
      failures to act prevent or delay performance; and inability, despite due
      diligence, to obtain any licenses, permits, or approvals required by any
      governmental authority.

	 	 	 	 
	 	o) 	
      If Ecolomondo is delayed at any time in the commencement
      or progress of the work due to a delay in the delivery of, or
      unavailability of, essential materials or labor to the project as a result
      of a significant industry-wide economic fluctuation or disruption beyond
      the control of and without the fault of Ecolomondo or its subcontractors
      which is experienced or expected to be experienced by certain markets
      providing essential materials, equipment or labor to the project during
      the performance of the work and such economic fluctuation or disruption
      adversely impacts the price, availability, and delivery timeframes of
      essential materials and equipment (such event an “Industry-Wide
      Disruption”), Ecolomondo shall be entitled to an equitable extension to
      the Contract Time on a day-for- day basis equal to such delay. JV New
      Jersey and notwithstanding any other provision to the contrary, Ecolomondo
      shall not be liable to JV New Jersey for any costs, losses or damages
      arising from a delay, or unavailability of, essential materials or labor
      to the project as a result of an Industry-Wide
  Disruption.



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	6. 	
      Exclusivity, No Solicitation or Negotiations.
      During the term of this LOI, neither JV New Jersey, nor its
      affiliates, shareholders, members or other equity owners, or their
      officers, representatives, agents or employees will solicit or negotiate,
      directly or indirectly, with any third party to obtain the services,
      processes or equipment contemplated by this LOI, without the express
      written consent of Ecolomondo.

	 	 
	7. 	
      Commitment Fee. Immediately upon the execution of
      this LOI, JV New Jersey Partner MATZEL will pay Ecolomondo a commitment
      fee of Two Hundred and Fifty Thousand Dollars ($250,000.USD) (“Commitment
      Fee”) of which $150,000.USD is to be held in trust by the notary of
      Ecolomondo. Ecolomondo acknowledges that the balance of One Hundred
      Thousand Dollars $ 100,000.USD of the commitment fee has already been
      received in virtue of the LOI signed by Matzel on May 14, 2014 for the
      purchase of an 8 reactor Turnkey Plant and is not refundable in any event.
      The Two Hundred and Fifty Thousand Dollars ($250,000.USD) Matzel
      Commitment Fee will be credited against his share of the Contract Price
      upon the occurrence of: (i) the execution of the Transaction documents;
      and (ii) timely acceptance of Notice to Proceed pursuant to the Lump Sum
      Turnkey Agreement. Alternatively, if JV New Jersey chooses not to proceed
      with the project or the Transaction Documents are not executed and
      delivered by April 10, 2016 or JV New Jersey fails to provide a timely
      Notice to Proceed pursuant to the Lump Sum Turnkey Agreement, Ecolomondo
      shall retain the remaining One Hundred and Fifty Thousand Dollars
      ($150,000 USD) of the Commitment Fee, that is held “In Trust” as
      liquidated damages and JV New Jersey shall not be entitled to any refund
      or credit. Should JV New Jersey fail to pay Commitment Fee upon execution
      of this LOI, this LOI shall terminate immediately.

	 	 
	8. 	
      Confidentiality. JV New Jersey will hold in
      confidence and will use only for the purposes of completing the
      Transaction all confidential information disclosed to it except JV New
      Jersey may disclose confidential information to its lenders, lenders’
      agents, prospective investors, advisors and/or consultants as any be
      reasonably necessary to enable them to advise JV New Jersey on the
      Transaction, provided that any party to whom confidential information is
      disclosed is informed of the existence of this confidentiality obligation
      and agree to be obliged to keep such information confidential. The term
      “confidential information” will mean (i) all information concerning the
      Transaction, including that of Ecolomondo and its technology and that of
      JV New Jersey are negotiating the consummation of the Transaction, and
      (ii) all information which JV New Jersey, directly or indirectly, may
      acquire for Ecolomondo, but confidential information will not include
      information falling into any of the following
categories:




	 	a) 	
      Information that, at the time of disclosure hereunder is
      in the public domain;

	 	 	 
	 	b) 	
      Information that, after disclosure hereunder, enters the
      public domain other than by breach of this Agreement or the obligation of
      confidentiality;



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	 	c) 	
      Information obtained by JV New Jersey from a third party
      having an independent right to disclose this information; and

	 	 	 
	 	d) 	
      Information that is available through discovery by
      independent research without use of or access to the confidential
      information acquired from Ecolomondo.



JV New Jersey’s obligation to maintain
confidential information in confidence will be deemed performed if JV New Jersey
observes with respect thereto the same safeguards and precautions which JV New
Jersey observes with respect to its own confidential information of the same or
similar kind. It will not be deemed to be a breach of the obligation to maintain
confidential information in confidence if confidential information is disclosed
upon the order of a court or other authorize governmental entity, or pursuant to
other legal requirements. However, if JV New Jersey is required to file the
Transaction Documents or a portion thereof with a governmental entity, it agrees
that it will not do so without first informing Ecolomondo of the requirement and
seeking confidential treatment of the Transaction Documents prior to filing the
documents or a portion thereof. Ecolomondo shall pay its own attorney’s fees
associated with any confidential treatment request. Owner’s confidentiality
obligations under this section shall survive the expiration or termination of
this LOI and shall be a legally binding obligation of JV New Jersey for five (5)
years following the later to occur of termination of this LOI of completion of
the Plant contemplated by the Transaction Documents. 

	9. 	
      Publicity. Neither JV New Jersey nor any of its
      affiliates, shareholders, subcontractors, or vendors or their officers,
      representatives, agents and employees will issue any press or publicity
      release or otherwise release, distribute, announce, or disseminate any
      information for publication concerning the Transaction, the existence of
      the negotiations among Ecolomondo and JV New Jersey, the participation of
      Ecolomondo in the Transaction, or any other matter affecting Ecolomondo
      hereunder, without the prior written consent of Ecolomondo, which consent
      may be withheld for any reason, except where such press or publicity
      release is required by order of a court or necessary or appropriate under
      the rules or regulations of any governmental agency. The Parties will
      jointly agree on the timing and content of any public disclosure by JV New
      Jersey, including but not limited to, press releases, relating to
      Ecolomondo’s involvement in JV New Jersey’s project, and no such
      disclosure will be made without Ecolomondo’s consent and approval, except
      as may be required by applicable law.

	 	 
	10. 	
      Disclaimer of Consequential Damages. In no event
      will either Ecolomondo or JV New Jersey be liable to the other pursuant to
      the LOI, or for activities conducted under the LOI, under any theory of
      recovery for any indirect, special, incidental or consequential damages
      (including, without limitation, loss of revenues or profits, loss of use,
      cost of replacement, cost of capital and claims of customers, interest charges, or
increased costs of nature whatsoever). 



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	11. 	
      Legal Effect. Although this LOI does not contain
      all matters upon which agreement must be reached in order for the
      Transaction to be consummated, Ecolomondo and JV New Jersey wish to set
      forth, prior to the execution of the Transaction Documents, their mutual
      agreement as to the material terms and conditions of the Transaction. Each
      Party agrees to negotiate in good faith towards entering into the written,
      definitive and legally binding Transaction Documents containing, among
      other terms and conditions, those terms and conditions set forth in this
      LOI including, without limitation, those terms set forth in Paragraphs 2,
      3 and 4 hereof; provided, however, that except as specifically identified
      and set forth herein, nothing in this Agreement shall be read to promise,
      guarantee, or otherwise secure on JV New Jersey behalf any specific
      construction start date with respect to the Plant including but not
      limited to any pour concrete date, scheduling slots or dates for the
      delivery of a TDP facility or to entitle JV New Jersey to any rights,
      privileges, or claims with respect thereto or any right, privilege, or
      claim to any place on Ecolomondo’s construction schedule.

	 	 
	12. 	
      Matzel Option: The parties agree that during the
      period the present LOI is in effect and before the final Lump Sum Turnkey
      Agreement is signed (hereafter the Interim Period), Matzel, is granted an
      option to buy back Ecolomodo’s 50% share of the JV New Jersey interest
      conditional to Matzel assuming all the obligations of the JV Partners
      including that of Ecolomondo’s and reimbursing all investment already made
      by them. This option is only valid during the interim Period. Matzel shall
      notify Ecolomondo of his intention to execute this exclusivity option, in
      writing at least 30 days prior to the signature of the Lump Sum Turn Key
      agreement, along with a binding LOI to that effect and a deposit to be
      agreed upon by the parties.

	 	 
	13. 	
      Negotiating of Definitive Agreements. The
      Transaction Documents will contain reasonable terms and conditions
      regarding releases, payment obligations, cooperation as to tax planning
      and structuring, other financial matters, legal opinions, confidentiality,
      limitations of liability, assignment, breach, dispute resolution, event of
      default, remedies, representations, warranties, indemnifications and other
      provisions customary for similar transactions. Time is of the essence in
      the performance of this LOI in all respects.

	 	 
	14. 	
      Termination. This LOI will terminate on April 10,
      2016 unless the basic size and design of the Plant have been determined
      and mutually agreed upon, a specific site or sites have been determined
      and mutually agreed upon, and at least fifteen percent (15%) of the
      necessary equity has been raised. This date may be extended upon mutual
      written agreement of the Parties. Furthermore, unless otherwise agreed to
      by the Parties, this LOI will terminate:



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	 	a) 	
      If the Lump Sum Turnkey Agreement is not executed by
      April 10, 2016.

	 	 	 
	 	b) 	
      Timely execution and delivery of the Transaction
      Documents.




	15. 	
      Governing Law. This LOI is governed by, and the
      Transaction shall be governed by, and will be construed and interpreted in
      accordance with the laws of the Province of Quebec, Canada without regard
      to any conflicts of law or choice of law rules.

	 	 
	16. 	
      Expenses. Unless otherwise agreed by Ecolomondo
      and JV New Jersey, each Party will bear its own expenses in connection
      with the negotiation and execution of definitive documentation for the
      transaction contemplated herein.

	 	 
	17. 	
      Indemnification. Each Party will indemnify, defend
      and hold harmless the other Party and its respective agents, servants,
      officers, directors, employees and affiliates from and against and loss,
      cost, liability, claim, damage, expense (including reasonable attorneys’
      and consultants’ fees and disbursements), penalty or fine incurred in
      connection with any claim or cause of action arising from or in connection
      with the LOI to the extent caused by the negligence, misrepresentation,
      fraud, fault or misconduct of the indemnifying Party.

	 	 
	18. 	
      Assignability; Binding Effect; Benefit. This LOI
      will inure to the benefit of and be binding upon the Parties and their
      respective successors and assigns. Nothing in this LOI, either expressed
      or implied, is intended to confer on any person other than the Parties and
      their respective successors and permitted assigns, and rights, remedies,
      obligations or liabilities under or by reason of this LOI. Neither
      Ecolomondo nor JV New Jersey shall, without the written consent of the
      other, assign or transfer this LOI.

	 	 
	19. 	
      Further Action. Each Party agrees to execute and
      deliver all further instruments, legal opinions and documents, and take
      all further action not inconsistent with the provisions of this LOI that
      may be reasonably necessary to complete performance of the Parties’
      obligations hereunder and to effectuate the purposes and intent of this
      LOI.

	 	 
	20. 	
      Amendments. The Parties agree that this LOI may be
      modified only by written agreement by the Parties. The said amendment
      shall be effective only when all the parties have signed.

	 	 
	21. 	
      Integration; Letter of Intent. This LOI represents
      the entire understanding of the Parties in relation to the subject matter
      hereof, and supersedes any and all previous agreements, arrangements or
      discussions between the Parties (whether written or oral) in respect of
      the subject matter hereof. No change, amendment or modification of this
      LOI will be valid of binding upon the Parties unless such change, amendment or
modification will be in writing and duly executed by both Parties. 



14 





 

	22. 	
      No Representation, Warranties or Covenants.
      Notwithstanding anything contained herein to the contrary, Ecolomondo is
      not making any representation, warranty or covenant of any kind with
      respect to any design, engineering or construction scheduling, or with
      respect to projections, estimates or budgets heretofore delivered to or
      made available to JV New Jersey of future revenues, expenses or
      expenditures, future results of operations (or any component thereof) or
      the future business and operations of JV New Jersey, nor any other
      commitments or assurances except as may be provided in the Transaction
      Documents.

	 	 
	23. 	
      Counterparts. This LOI may be executed in one or
      more counterpart, each of which when so executed and delivered will be
      deemed an original, but all of which taken together constitute one and the
      same instrument. Signatures which have been affixed and transmitted by
      facsimile or other electronic means will be binding to the same extent as
      an original signature, although the Parties contemplate that a fully
      executed counterpart with original signatures will be delivered to each
      Party.



If the foregoing terms accurately reflect your understanding of
our discussions and are acceptable to you, please sign and return the enclosed
counterpart of this LOI to Ecolomondo Corporation Inc., 3435 Pitfield Blvd., St.
Laurent, Quebec, Canada H4S 1H7. 

	Ecolomondo Corporation Inc. 	 	Accepted October 10, 2015 
	 	 	 
	 	 	 
	Per: Elio Sorella 	 	Matzel Industries, LLC 
	CEO 	 	  
	 	 	
	  	 	Greg Matzel 
	  	 	President 
	  	 	  
	  	 	  
	  	 	Ecolomondo Corporation Inc,or Nominee
  
	  	 	On behalf of a company to be
      incorporated   
	  	 	  
	  	 	
	  	 	Per: Elio Sorella 
	  	 	Authorized representative 


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EXHIBIT A 

PLANT DESCRIPTION 

A turnkey operational four reactor plant includes the
installation and commissioning of the following equipment 

	 	• 	Installation of four (4) reactors. 
	 	• 	Condenser system. 
	 	• 	Cooling tower system 
	 	• 	Gas pumps. 
	 	• 	Oil pumps. 
	 	• 	Burner system: 
	 	• 	Closed loop process water system; 
	 	• 	Gas storage tanks 
	 	• 	All Instrumentation. 
	 	• 	Automation 
	 	• 	Flare and Safety systems. 
	 	• 	One shredder with capacity to shred 26, 000
      short tons car/truck tires per year. 
	 	• 	Carbon Black treatment 
	 	• 	Process material handling equipment
  


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