Exhibit 10.1


 


Memorandum
of Understanding on Waste Water Treatment Cooperation


 


Party
A : QHY Environmental Science &Technologies Oceania Limited (QHY)


Registered Office: 9c Arron Street, Ellerslie, Auckland,
1051, New Zealand


 


Party
B : Open Country Dairy Limited (OCD) 


Registered
Office: Building A. G Floor, 52 HighbrookDr. East Tamaki, Auckland 2013, New Zealand


 


Representatives
from QHY Environmental Science &Technologies Oceania Limited (QHY) and Open Country Dairy Limited (OCD) have met and had an
open and positive discussion on the waste water treatment challenges OCD is facing and what a new technology solution and support
QHY can supply for OCD’s current and future WWTP requirements. This is one of a number of solutions currently under consideration
by OCD.


 


Party
A and Party B have come to the agreement on the cooperation between the two parties to install and run a pilot waste water treatment
plant (WWTP)project on OCD site (the Project), as outlined below:


 


		1.	The
                                         Pilot Plant: a WWTP of QHY’s technology of capacity of treating influent 500 m3/day,



 


		2.	The
                                         Site: OCD site at Waharoa



 


		3.	The
                                         Timeline:



 


		3.1.	Approx.
one month for equipment preparation






		3.2.	Approx.
one month for shipping and land transport






		3.3.	Approx.
one month for installation, testing and commissioning






		3.4.	One
month trial operational run



 


		4.	The
                                         Expectations



 


		4.1.	The
pilot plant will be considered successful, once the outcomes meet the following expectations:



  


	 	Volume (m3)	TN, g/m3	TP, g/m3	cod	Bod	Ecoli, MPN/100 ml
	 	500	2	2	 	10	0




 


		4.2	In addition to
                                                                                                                                                                    achieving the target loadings detailed above, during the trial period, the volume and composition of by product will be
                                                                                                                                                                    monitored and tested at least weekly to ascertain composition, moisture content and other parameters.



 


The
goal is to minimise the plants by product production. Currently this consists of 300m3 of Waste activated Sludge (WAS) per day
and around 40m3 of DAF sludge per day and this is creating significant issues for the site.


 


Ideally
the new plant should not produce any by product which cannot be disposed of either locally to land (using existing resource consents
or permitted activity rule) or via some other yet to be identified low cost methodology which results in a net saving for OCD.


 


In
addition, the pilot plant’s power consumption will need to be substantially lower than current operations and so shall be clearly
monitored and recorded. OCD currently has high power demand from pond aerators and other plant and is looking to substantially
reduce this.


  



    1/3


     


    

 


		5.	Party
A’s Responsibilities and Commitments



 


		5.1.	Party
A agrees to design and assemble a set of equipment for Party B’s WWTP with QHY’s unique technology with a production capacity
of 500 m3/day;






 


		5.2.	Arrange
for shipping and delivery of the unit to OCD Waharoa site



 





		5.3.	Installation
of the pilot plant, including testing and commissioning, with the support of staff and materials from OCD



 





		5.4.	Insurances
both for shipping, and while it is operational on OCD site



 





		5.5.	Provide
technician/operator with full responsibility for the plants operation during the trial run period which ends no later than Oct
30, 2018.



 





		5.6.	Provide
operational and maintenance training to OCD’s staff



 





		5.7.	Supply
water treatment consumable materials at $3 per m3 of treated wastewater



 





		5.8.	Pay
for water treatment labour costs and consumable materials for the first 10 days of the trial



 


		6.	Party
B’s Responsibilities and Commitments



 


		6.1.	Provide
resource to unload the pilot plant, and assistance with ground preparation work and equipment installation



 





		6.2.	Allocate
a fenced off area down by the existing WWTP



 





		6.3.	Provide
power/air/water as required



 





		6.4.	Provide
an influent feed to the pilot plant, as well as being responsible for all mechanical connections



 





		6.5.	Provide
connection to effluent outlet from the pilot plant



 





		6.6.	Be
responsible for disposing of any treated wastewater from the pilot plant



 





		6.7.	Be
responsible for disposing of any by products from the plant



 





		6.8.	provide
labour and WWTP personnel as required to assist with operation of the pilot plant



 





		6.9.	Following
completion of the first 10 days of the trial, payment shall be made for consumable materials at the rate of $3 per m3 of treated
wastewater only if the pilot plant can demonstrate consistent compliance with the limits provided above.



 





		6.10.	Based
on the pilot plant running at full capacity of 500m3/day, the total cost of running the plant would therefore be $1,500 per day
(in addition to power, water and other OCD supplied inputs.



 





		6.11.	Should
the plant not achieve successful treatment as per the above limits then party A will be fully liable for the cost of all consumables.






 


On
completion of a successful trial as specified in 4.1 and 4.2 above the parties shall enter into a negotiation to supply/purchase
a plant capable of increasing processing capacity up to a maximum of 5,000M3 per day


 


		1.	Ownership
of Property Right



 


		1.1.	The
ownership of the Pilot Plant and all Intellectual Property shall remain the property of QHY environmental



 


In
the event of a successful trial, both parties will negotiate a contract including all terms covering the full size treatment
plant. This may include a lump sum payment, monthly service payment, operating expenses and all other costs associated with
the plant.


 


		2.	Technical
Service Support and Consumable Supply



 


		2.1.	QHY
is responsible and committed to providing continuing technical services to support the operation and maintenance of the pilot
WWTP. The exact nature and detail of this support will be agreed under any contract arrangements



 


		2.2.	QHY
will guarantee the continuing supply of water treatment consumable materials at a price agreed under any long term contractual
arrangement



 



    2/3


     


    

   


	3.	Other
                                         terms and conditions will be as set and specified in Capital Works Contract Agreement
                                         between Party A and party B.



 


	4.	The
                                         effective date of this MOU is the date of signing of the MOU by both parties.



 


Party
A :


QHY
Environmental Science & Technologies Oceania Limited


Legal
Representative:


 


Signature: /s/ Bo Wang                         


Name: Bo Wang 


Position Title: Director


 


Date: 10th July 2018


 


Party
B :


Open Country
Dairy Limited


Legal Representative:


 


Signature: /s/ Danie Brink                     


Name: Danie Brink


Position Title: GM OPS


 


Date: 11/6/2018


 


 


3/3