Exhibit 10.57


 


AMENDED AND RESTATED


 


TECHNOLOGY LICENSE AGREEMENT


 


This AMENDED AND RESTATED TECHNOLOGY
LICENSE AGREEMENT (this “Agreement”) is made as of October 11, 2010
between


 


Power Hydraulics, LLC, , a company established under the laws of the State of
Louisiana having its principal place of business at 133 N. Goodman Road, Lake
Charles, Louisiana 70615, United States of America (hereinafter together with
his successors in title and assigns referred to as “Power Hydraulics”);


 


Radial Drilling Technologies I,
LLC, , a company established
under the laws of the State of Louisiana having its principal place of
business at 133 N. Goodman Road, Lake Charles, Louisiana 70615, United States
of America (hereinafter together with his successors in title and assigns
referred to as “Radial Drilling I”);


 


Radial Drilling Technologies II,
LLC, , a company established
under the laws of the State of Louisiana having its principal place of
business at 133 N. Goodman Road, Lake Charles, Louisiana 70615, United States
of America (hereinafter together with his successors in title and assigns
referred to as “Radial Drilling II”);


 


Jet Drill Well Services, LLC, a company established under the laws of the State of
Louisiana having its principal place of business at 133 N. Goodman Road, Lake
Charles, Louisiana 70615, United States of America (hereinafter together with
his successors in title and assigns referred to as “Jet Drill” or “Licensor”
and, together with, Power Hydraulics, Radial Drilling I and Radial Drilling II,
the “Jet Drill Companies” and each a “Jet Drill Company”);


 


Tianjin New Highland Science and
Technology Development Company, Ltd,
a company established under the laws of the People’s Republic of China having
its principal place of business at 3/F, No. 19 Ronghua South Road, Beijing
Economic-Technological Development Area, Beijing 100176, People’s Republic of
China (hereinafter together with his successors in title and assigns referred
to as the “Tianjin New Highland”, “TNH” or “Licensee”).


 


WHEREAS:


 


The Jet Drill Companies are,
individually and/or collectively, in the business of developing, using and
licensing others to use and is the owner of, or has the relevant licenses to
use, lateral jetting technology based on, but only partially described in, the
Jet Drill Patents; together with certain know-how, proprietary downhole tools,
Surface Equipment, Sub-Surface Equipment, techniques and other proprietary
information— including but not limited to future patent filings and US
Provisional Patent Applications—related to the subject matter thereof, whether
now existing or later developed or otherwise acquired (collectively or
individually sometimes herein referred to as the “Jet Drill Technology”)
whether or not such Jet Drill Technology is currently employed by Jet Drill
and/or in the development or testing at the Jet Drill technology and testing
facilities in Lake Charles, Louisiana.


 


1

















 


TNH desires to obtain certain rights
from the Jet Drill Companies with respect to the Jet Drill Technology and the
Jet Drill Companies have agreed to grant to TNH an exclusive license to use the
Jet Drill Technology for the Territory.


 


Jet Drill and TNH entered into that
certain Technology License Agreement, dated as of March 22, 2010 (the “Original
Agreement”).


 


Jet Drill and TNH desire to amend
and restate the Original Agreement on the terms and conditions set forth below.


 


Jet Drill and TNH desire that each
of Power Hydraulics, Radial Drilling I and Radial Drilling II become parties to
this Agreement.


 


In accordance with and further to
the Manufacturing Agreement (attached), Jet Drill and TNH now wish to further
memorialize additional terms of their relationship with respect to the Jet
Drill Technology.


 


NOW, THEREFORE, in consideration of
the foregoing and for other good and valuable consideration and intending to be
legally bound, the parties hereto agree as follows:


 


1.                                      DEFINITIONS.


 


1.1.                            “Affiliate” shall mean a
corporation or any other entity that directly, or indirectly through one or
more intermediaries, controls, is controlled by, or is under common control
with, the designated party.  “Control”
shall mean ownership of at least 50% of the shares of stock entitled to vote
for the election of directors in the case of a corporation, or at least 50% of
the interests in profits in the case of a business entity other than a
corporation.


 


1.2.                            “Agreement” shall mean this
Amended and Restated Technology License Agreement, as it may from time to time
be amended or supplemented.


 


1.3.                            “Confidential Information”:


 


1.3.1.                  “Jet Drill Confidential
Information” shall mean confidential and/or proprietary information
relating to the Jet Drill Technology, research, development, products,
provisional patents, patent applications or existing or planned R&D
initiatives which are reasonably presumed to be of a confidential nature,
processes, trade secrets, business plans, customers, finances, and personnel
data related to the business of Jet Drill. 
Jet Drill Confidential Information does not include any information (i) which
TNH knew before Jet Drill disclosed it to TNH; (ii) which has become
publicly known through no wrongful act of TNH; (iii) which TNH developed
independently, as evidenced by appropriate documentation; (iv) which is
disclosed to TNH by a third party without restriction of confidentiality; or (v) the
disclosure of which is required by law. 
Jet Drill confidential information shall include the Sub-Surface
Equipment in Section 1.4 and the Jet Drill Documentation in Section 1.7.


 

















 


1.3.2.                  “TNH Confidential Information”
shall mean confidential and/or proprietary information relating to TNH’s
proprietary technology, research, development, products, provisional patents,
patent applications or existing or planned R&D initiatives which are
reasonably presumed to be of a confidential nature, processes, trade secrets,
business plans, customers, finances, and personnel data related to the business
of TNH.  TNH Confidential Information
does not include any information (i) which Jet Drill knew before TNH
disclosed it to Jet Drill; (ii) which has become publicly known through no
wrongful act of Jet Drill; (iii) which Jet Drill developed independently,
as evidenced by appropriate documentation; (iv) which is disclosed to Jet
Drill by a third party without restriction of confidentiality; or (v) the
disclosure of which is required by law.


 


1.4.                            “Equipment” shall mean,
individually and severally, the surface and sub-surface equipment incorporating
or designed for deployment of the Jet Drill Technology


 


1.4.1.                  , “Sub-Surface Equipment” shall
mean nozzles, casing-cutting systems, cement-cutting systems,  bottom hole assembly and other related
equipment or accessories designed and/or used for the cutting of lateral
channels extending outwardly from a wellbore.


 


1.4.2.                  “Surface Equiment” shall mean
hydraulic systems, tubing, reels, power units, operating and monitoring systems
and other related equipment or accessores design and used on the surface or at
ground level.


 


1.5.                            “Intellectual Property Rights”
shall mean any and all contractual, proprietary, common law, and/or
statutory intellectual property rights, including but not limited to,
patentable materials and patent rights, copyrightable materials and copyrights,
moral rights, trade secret rights, trademark rights, service mark rights,
and/or any and all other proprietary rights, including all derivatives.


 


1.6.                            “Jet Drill Copyrights”
shall mean all of the following now owned or hereafter acquired by Jet Drill or
its affiliates related to the Jet Drill Technology: (1) all copyrights in
any work subject to the copyright laws of the United States or the Territory ,
whether as author, assignee, transferee or otherwise, and (2) all
registrations and applications for registration of any such copyright in the
United States or the Territory, including registrations, recordings,
supplemental registrations and pending applications for registration in the
United States Copyright Office.


 


1.7.                            “Jet Drill Documentation”
shall mean any and all manuals, user guides, product specifications and other
documentation owned by or licensed to Jet Drill, relating or referring to the
Jet Drill Technology.


 


1.8.                            “Jet Drill Marks” shall
mean the use of Jet-DrillTM and TurboJetTM as a distinctive indicator, or trademark use, of products
and services from Jet Drill Well Services, LLC.


 

















 


1.9.                            “Jet Drill Patents” shall
mean (1) U.S. Patent numbers 6,283,230, 5,413,184, 5,853,056 and
6,125,949; (2) US Patent Applications 12/766,844 and 12/766,848, both
dated 23 April 2010; (3) any patents or patent applications (whether
in the United States, the People’s Republic of China or any other country or
jurisdiction) which claim priority based on any of the above-listed patents or
based on applications from which the above-listed patents claim priority, and
United States, People’s Republic of China and other applications for patent,
that are reissues, re-examinations, continuations, continuations-in-part, or
divisionals of the above-listed patents; and (4) any other United States,
People’s Republic of China or other patents that are owned or controlled by any
of the Jet Drill Companies and that relate to the Jet Drill Technology and for
which rights for the Territory have been secured.


 


1.10.                     “Jet Drill Rights” shall
mean any and all Intellectual Property Rights and derivatives, of Jet Drill, or
its affiliates, in and to the Jet Drill Copyrights, Jet Drill Documentation,
Jet Drill Marks, Jet Drill Patents—whether provisional or applied for—and/or
Jet Drill Technology.


 


1.11.                     “Party” shall refer to any
of the parties to this Agreement and “Parties” shall refer to all of
them.


 


1.12.                     “Other Party” shall mean,
with respect to any of the Jet Drill Companies, TNH and, with respect to TNH,
the Jet Drill Companies.


 


1.13.                     “TNH Rights” shall mean any
and all Confidential Information and Intellectual Property Rights of TNH in and
to the TNH Products, exclusive of the Jet Drill Rights.


 


1.14.                     “Territory” shall mean the
People’s Republic of China to include its territorial waters and exclusive
economic zone.


 


1.15.                     “Third Party Rights” shall
mean any and all of the proprietary third-party patents, copyrights, and trade
secrets licensed to Jet Drill and included in the Jet Drill Intellectual
Property Rights relating or referring to the Jet Drill Technology.


 


1.16.                     “Jet Drill Licensor” shall
mean any person (including such person’s successors and assigns from time to
time) from whom the Jet Drill Companies license the rights to market, sell and
use the Jet Drill Technology.


 


1.17.                     “Jet Drill Owner” shall
mean a person that owns, directly or indirectly, shares in the share capital of
a Jet Drill Company.


 


2.                                      EXCLUSIVE LICENSE.  Jet Drill hereby
grants an exclusive license to TNH for the exclusive rights to the Jet Drill
Technology and related Equipment in the Territory, as follows:


 


2.1.                            TNH now has the exclusive right to
use the Jet Drill Technology and related Equipment, and to provide Services
using the Jet Drill Technology and related 


 

















 


Equipment, in the Territory pursuant to the terms of
this Agreement. In addition, insofar as the Jet Drill Companies, jointly and
severally, have or will have the authority to extend their grant of rights to
use the Jet Drill Technology, whether in whole or part, to jurisdictions beyond
the Territory (“Additional Jurisdictions”), the Jet Drill Companies and
TNH hereby acknowledge and agree that, with prior territory-specific written
approval from Jet Drill, TNH may operate in said territory-specific Additional
Jurisdiction.  In such case, TNH shall then
have the right to use the Jet Drill Technology on a non-exclusive basis in the
Additional Jurisdictions pursuant to said written approval for any TNH customer
that has or later acquires operations in the Additional Jurisdictions


 


2.2.                            TNH, for the duration of this
Agreement, shall be the sole Jet Drill authorized user of the Jet Drill
Technology in the Territory and neither Jet Drill, nor any or all of its
Affiliates, shall knowingly and voluntarily circumvent, license, sublicense, or
infringe on, or use an agent to infringe on, TNH’s rights under this Agreement.


 


2.3.                            TNH, for the duration of this
Agreement, shall be the sole Jet Drill authorized user of the Jet Drill
Technology in the Territory and neither Jet Drill, nor any or all of its
Affiliates, shall circumvent, license, sublicense, or infringe on, or use an
agent to infringe on, TNH’s rights under this Agreement.


 


2.4.                            The Jet Drill Technology and
related Equipment includes access to improvements, changes to current or new
procedures, new lateral jetting technology, inventions, new patents and other
forms of improvements to the Jet Drill Technology that the Jet Drill Companies,
individually or collectively, make or develop—or acquire or otherwise
secure rights for the Territory— whether now or later.


 


2.5.                            Licensee agrees that any changes,
improvements, or modifications in the method, apparatus, equipment, and/or
process which Licensee makes or has made to the Jet Drill Technology shall
belong exclusively to Licensor, and that Licensor has full rights to patent,
incorporate and utilize such changes or improvements into the Jet Drill
Technology.  Licensor agrees that all
changes, improvements, or modifications in the method, apparatus, equipment,
and/or process to the Jet Drill Technology which Licensee makes or has made (“Improvements”)
will not be shared with or distributed to other licensees of the Jet Drill
Technology without Licensee’s prior written approval; and, Licensor grants
Licensee the right to use the Improvements in the Territory.


 


3.                                      CONSIDERATION.  The consideration
for granting Licensee the aforementioned exclusive rights to use the Jet Drill
Technology within the Territory under the terms of this Agreement has been paid
as part of, and included within, the purchase price for certain lateral jetting
units purchased pursuant to the Manufacturing Agreement. For the avoidance of
doubt, Licensee shall not be obligated to pay any separate or additional
consideration hereunder for the exclusive rights to use the Jet Drill
Technology within the Territory under the terms of this Agreement.


 

















 


4.                                      PAYMENTS.  Payments will be sent via bank wire to Jet
Drill Well Services, LLC account at:


 


Capital One Bank, P.O. Box
50010, New Orleans, LA


 


Routing Number 065000090, Account
Number 2081582249


 


Bank Point of Contact is Ms Gigi
Robinson:  337-494-3555


 


5.                                      LICENSING CONDITIONS.  The granting and
exercise of this License is subject to the following conditions:


 


5.1.                            Jet Drill reserves the right to
provide all warranty work, repair parts and Sub-Surface Equipment, including
all downhole tools to customer in the Territory in furtherance of the
Manufacturing Agreement executed on March 21, 2010 and in support of this
Agreement.  Jet Drill agrees that TNH is
authorized to purchase repair parts for the Coiled Tubing Units and Surface
Equipment that are equal in specifications and quality of the original
parts.  Additionally, TNH is authorized
to purchase on the open market such common downhole tools as mud motors,
packers, wipers, tubulars and similar non-Jet Drill proprietary items.


 


5.2.                            TNH shall purchase from Jet Drill
any and all Jet Drill Technology downhole tools required to utilize the Jet
Drill Technology.  Jet Drill agrees to
maintain sufficient stocks of downhole tools and parts to meet TNH’s
demand.  Both Jet Drill and TNH agree to
develop a stockage level and reorder points to ensure availability.  Both Jet Drill and TNH recognize that as Jet
Drill builds its initial inventory stock levels, there may be delays in the
early orders of the Jet Drill Technology.


 


5.3.                            Per the Manufacturing Agreement, Section 2.2,
Milestone 4, if TNH terminates the Manufacturing Agreement, Jet Drill will
consider this License paid-in-full and in effect. At any time after August 1,
2010, Jet Drill may render this license non-exclusive if TNH has not completed
the purchase of Units 1, 2, 3, 4 and 5 per the Manufacturing Agreement.  Per the Manufacturing Agreement, Section 2.2,
Milestone 4, if TNH terminates the Manufacturing Agreement, Jet Drill will
consider this License paid-in-full and in effect.


 


6.                                      JET DRILL TECHNOLOGY ROYALTIES.  With respect to the
Jet Drill Technology, the license granted to TNH hereunder shall be royalty
free unless and until: 1) after the date hereof, Jet Drill licenses proprietary
technology from an outside source that requires a royalty payment, and 2) Jet
Drill has the ability to secure a license from said outside source for the
Territory, and 3) TNH desires to use said proprietary technology and agrees to
pay a royalty fee to Jet Drill, then and only then, will TNH pay technology
royalties.


 

















 


7.                                      TERM AND TERMINATION.


 


7.1.                            This Agreement shall have a term
of ten (10) years from the effective date of this Agreement (the “Original
Term”) with perpetual renewal rights held exclusively by TNH, unless this
Agreement is terminated pursuant to an express provision in this Article 7.  Any renewal of this Agreement shall have a
term of three (3) years (each such term, a “Renewal Term”).


 


7.2.                            At least one hundred eighty (180)
days prior to the termination of the Original Term or any Renewal Term, Licensee
shall provide written notice to Licensor of Licensee’s intent to terminate or
renew the current Agreement.


 


7.3.                            If Licensee fails to comply with
any of the material terms of this Agreement, then Licensee will be deemed to
have defaulted.  Upon written notice of
such default, unless otherwise specified herein, Licensee shall have ninety
(90) days to cure such default; otherwise Licensor may immediately terminate
this Agreement


 


7.4.                            Jet Drill shall have the right at
any time to terminate this Agreement immediately by giving TNH written notice
thereof:


 


7.4.1.                  if a breach occurs which is of the
same nature, and which violates the same provision of this Agreement, as a
breach of which Jet Drill has previously given TNH written notice and which TNH
has failed to cure in accordance with Section 7.3;


 


7.4.2.                  if TNH shall make any assignment
for the benefit of creditors, or file a petition in bankruptcy, or is adjudged
bankrupt, or becomes insolvent, or is placed in the hands of a receiver, or if
the equivalent of any such proceedings or acts occurs, though known by some
other name or term;


 


7.4.3.                  TNH is not permitted or is unable
to operate TNH’s business in the usual manner, or is not permitted or is unable
to provide Jet Drill with assurance satisfactory to Jet Drill that TNH will so
operate TNH’s business, as debtor in possession or its equivalent, or is not
permitted, or is unable to otherwise meet TNH’s obligations under this
Agreement or to provide Jet Drill with assurance satisfactory to Jet Drill that
TNH will meet such obligations; and


 


7.4.4.                  TNH provides, uses, causes another
to use, or in any way sells, rents or leases in whole or in part the Jet Drill
Technology outside of the Territory without Jet Drill’s prior written consent,
except as permitted pursuant to the rights granted to TNH under Section 2.1
of this Agreement.


 


7.5.                            Upon termination of this Agreement
for any reason, TNH shall immediately cease and desist from any use whatsoever
of the Jet Drill Rights.  TNH, its
primary lender or another party responsible for liquidating TNH’s inventory
may, however, liquidate all remaining inventory in its possession at time of
termination, provided that Licensor shall be given the right of first refusal
to 


 

















 


purchase any or all of the inventory upon the same
terms as TNH offers to third parties.


 


7.6.                            Licensee may terminate this
Agreement without cause upon providing one hundred eighty (180) days advance
written notice to Licensor.


 


7.7.                            If this Agreement is terminated
for any reason, TNH shall not be relieved of the duty to maintain
confidentiality in accordance with Paragraph 14.1 herein.


 


8.                                      WARRANTIES.


 


8.1.                            The Jet Drill Companies represent
and warrant, jointly and severally, that for as long as this Agreement is in
effect, neither Jet Drill nor its Affiliates will enter into any form of
manufacturing, marketing or licensing agreement that infringes, violates or
diminishes the exclusive rights granted to TNH under this Agreement to include
specifically the infringement upon the exclusive rights for the Territory.


 


8.2.                            Each of the Jet Drill Companies,
jointly and severally, represents and warrants that (1) for all relevant
times under the Exclusive Sales Agreement of August 31, 2009 between Power
Hydraulics LLC and TNH, beginning on August 31, 2009 and continuing until
the date hereof, each applicable Jet Drill Company had and continues to have
the full right and authority to grant each and every right enumerated
thereunder; (2) ) the Assignment of Exclusive Marketing Agreement of June 2,
2009 between Daniel J. Jacobson and Radial Drilling Technologies I, LLC is
valid and enforceable; (3) Daniel J. Jacobson and each applicable Jet
Drill Company is in full compliance with the terms and conditions set forth in
the Exclusive Marketing Agreement of December 22, 2008 between Daniel J.
Jacobson and Maxim TEP, Inc.; (4) no Jet Drill Company will consent
to terminating the Exclusive License Agreement for China entered into by and
between Radial Drilling Technologies II and Latjet Systems LLC on February 25,
2008, without first securing advance written approval from an officer of TNH; (5) no
Jet Drill Company will consent to terminating the Exclusive Marketing Agreement
entered into by and between Daniel J. Jacobson and Maxim TEP on December 22,
2008, which Exclusive Marketing Agreement has been assigned by Jacobson to
Radial Drilling Technologies I, LLC without first securing advance written
approval from an officer of TNH; and (6) during the term of this Agreement
no Jet Drill Company will knowingly and voluntarily market, provide, use, cause
another to use, or in any way sell, rent or lease in whole or in part, or
commercialize or otherwise practice (“Commercialize”) the Jet Drill
Technology (whether in related, equivalent or substitute form, embodied in a product,
service or otherwise) in the Territory.


 


8.3.                            The Jet Drill Companies and TNH
are aware that WES Technologies, LLC has communicated its intent to market and
has marketed its related technology in China. 
The Jet Drill Companies represents and warrants that as of the Effective
date of this Agreement it has received no notice that the Jet Drill Technology
infringes any Intellectual Property Rights of any third party Should such
an


 






 










 


occurrence arise in the future, the Jet Drill
Companies will immediately advise TNH of any such notice received by the Jet
Drill Companies in the future as it applies to TNH, whether current versions of
the Jet Drill Technology or later enhanced versions, and whether the
enhancement was done by the Jet Drill Companies or TNH; likewise TNH will
notify the Jet Drill Companies of any notice TNH receives where there is a
claim that applies to the Jet Drill Companies, whether current versions of the
Jet Drill Technology or later enhanced versions, and whether the enhancement
was done by the Jet Drill Companies or TNH. 
No Party makes any warranties expressed or implied as to the quality,
patents or copyrights of anything delivered hereunder, except as specified in
this Agreement.  No Party makes any
indemnity in the event that the Other Party is sued for anything to the TNH or
Jet Drill Technology or enhancement hereunder except as specified in this
Agreement, but each Party will cooperate in the event of such litigation to
assist the Other Party to defend such litigation.


 


8.4.                              NO ENCUMBRANCES. 
The Jet Drill Companies warrant that the Jet Drill Rights are free and
clear of any and all encumbrances and/or liens of any nature whatsoever, other
than licenses granted by Jet Drill to others to use all or part of the Jet
Drill Rights in geographical areas not included in the Territory.


 


8.5.                              NO CONFLICTS.  Jet Drill’s performance of this Agreement does not
conflict with any other agreement to which Jet Drill is bound and, while
performing this Agreement, Jet Drill will not knowingly enter into any other
agreement in conflict with this Agreement or which would impair the ability of
Jet Drill to perform this Agreement.


 


9.                                      NOTIFICATION OF CHANGE IN MAJORITY
OWNERSHIP.


 


9.1.                              Should any Jet Drill Owner of more
than five percent (5%) of the issued membership units (“Shares”) propose
to transfer direct or indirect ownership of their Shares—with the exception of
Shares transferred under the provisions of Section 9.2,—that would cause a
third party Share purchaser to directly or indirectly, own or control more than
fifty percent (50%) of one or more Jet Drill Companies, then such Jet Drill
Company shall promptly deliver a notice (the “Notice”) to TNH stating (1) the
change of ownership, and (2) the affirmation that the Jet Drill Company
has disclosed this Agreement to the purchasers prior to the Share transfer.


 


9.2.                              The provisions of Section 9.1
shall not apply to: (a) any repurchase of Shares by a Jet Drill Owner, (b) any
bona fide gift for tax planning purposes, (c) any transfer to a Jet Drill
Owner’s ancestors, descendants or spouse or to a trust for their benefit, in
connection with a bona fide estate planning transaction, or (d) any sale
or transfer of Shares between or among Jet Drill Owners.


 

















 


10.                               BANKRUPTCY.


 


10.1.                        The parties hereto agree that the
license agreements (the “Licenses”) pursuant to which the Jet Drill
Companies license the Jet Drill Technology from the Jet Drill Licensors shall
be considered to be licenses to “intellectual property” as defined in the U.S.
Bankruptcy Code, 11 U.S.C. §101(35A), and that if a Jet Drill Licensor enters
into bankruptcy, the Jet Drill Company that is a party to a License with such
Jet Drill Licensor shall promptly notify TNH and fully exercise all of its
rights and remedies under 11 U.S.C. §365(n) with respect thereto and elect
to retain its rights under such License (including its right to enforce the
exclusivity provisions thereunder) in accordance with 11 U.S.C. §365(n).  Such Jet Drill Company shall keep TNH fully
informed of all efforts and follow all reasonable instructions of TNH in this
regard.  If such Jet Drill Company cannot
or does not fully and timely perform any of its obligations hereunder, such Jet
Drill Company designates and appoints TNH and each of its duly authorized
agents or designees as its agent and attorney-in-fact, to act in its behalf to
exercise all of its rights and remedies under 11 U.S.C. §365(n) in all
applicable instances, including in court, and such designation shall be a right
coupled with an interest and irrevocable.


 


10.2.                        If a Jet Drill Company enters
bankruptcy, such Jet Drill Company shall file for bankruptcy in a federal court
within the jurisdiction of the United States Court of Appeals for the Fifth
Circuit.


 


11.                               ASSIGNMENT.  Except as otherwise
provided by this Agreement, no Party may assign its rights, duties and
obligations under this Agreement, without the prior written consent of the
Other Party, and further provided that any such assignment is made expressly
subject to the terms and conditions of this Agreement, and the assignee agrees
in writing to be bound by the terms and conditions hereof.


 


12.                               NO PARTNERSHIP.


 


12.1.                        This Agreement does not constitute
and shall not be construed as constituting a partnership or joint venture
between TNH and Jet Drill although other separate agreements between the
Parties may.  Except as expressly set
forth in this Agreement, no Party shall have any right to obligate or bind the
Other Party in any manner whatsoever, and nothing herein contained shall give,
or is intended to give, any rights of any kind to any third persons.


 


12.2.                        Any commitment made by TNH to its
customers with respect to quantities, delivery, modifications, delivery dates,
or suitability of the Jet Drill Technology in specific applications will be TNH’s
sole responsibility.  TNH has no
authority to make any other commitment on behalf of Jet Drill, and TNH will
indemnify and defend Jet Drill from any liability, suit or proceeding for any such
commitment by TNH.


 


12.3.                        TNH has the right to determine its
own prices, and no Jet Drill representative will require that any particular
price be charged by TNH or grant or withhold any treatment to TNH based on TNH’s
pricing policies.  TNH agrees that it
will 


 

















 


promptly report directly to a Jet Drill officer any
effort by Jet Drill personnel to interfere with its pricing policies.


 


13.                               MISCELLANEOUS.


 


13.1.                        CONFIDENTIALITY.


 


13.1.1.     Each Party agrees not to disclose any Confidential
Information of the Other Party and to maintain such Confidential Information in
strictest confidence, to take all reasonable precautions to prevent its
unauthorized dissemination and to refrain from sharing any or all of the
information with any third party for any reason whatsoever except as required
by court order, both during and after the termination of this Agreement.  Without limiting the scope of this duty, each
Party agrees to limit its internal distribution of the Confidential Information
of the Other Party only on a “need to know” basis and solely in connection with
the performance of this Agreement, and to take steps to ensure that the
dissemination is so limited.


 


13.1.2.     Each Party agrees not to use the Confidential
Information of the Other Party for its own benefit or for the benefit of anyone
other than the providing Party, or other than in accordance with the terms and
conditions of this Agreement.


 


13.1.3.     All TNH Confidential Information remains the
property of TNH and all Jet Drill Confidential Information remains the property
of Jet Drill, except as expressly provided by this Agreement.


 


13.1.4.     Upon written request of the providing party, or upon
the expiration or other termination of this Agreement for any reason
whatsoever, the receiving party agrees to return to the providing party all
such provided Confidential Information, including but not limited to all copies
thereof.


 


13.1.5.     The provisions of this Section shall survive
the expiration or other termination of this Agreement.


 


13.2.                        COSTS AND EXPENSES. 
Each Party will bear its own costs and expense (including legal
expenses) in respect of the preparation, negotiation and execution of this
Agreement.


 


13.3.                        NOTICES. 
All notices under this Agreement shall be in writing and in English and
shall be deemed to have been received by a Party when (a) delivered by
hand (against written confirmations of receipt), or (b) delivered by
registered post or prepaid express courier, or (c) sent by facsimile
(provided that a copy of the notice is also sent by registered mail or by
prepaid express courier) to the address or facsimile number of that Party
specified below (or to such other address or facsimile number as is notified by
that Party to the Other Party in accordance with this Paragraph 14.3):


 

















 


POWER HYDRAULICS, LLC / RADIAL
DRILLING TECHNOLOGIES I, LLC / RADIAL DRILLING TECHNOLOGIES II, LLC / JET DRILL
WELL SERVICES, LLC


 


ATTN:  President

133 North Goodman Road

Lake Charles, LA 80615


 


TIANJIN NEW HIGHLAND SCIENCE AND
TECHNOLOGY DEVELOPMENT COMPANY, LTD.


 


ATTN:  President

Tianjin New Highland Science and Technology Development Company, Ltd.

3/F, No. 19 Ronghua South Road, Beijing Economic-Technological Development
Area, Beijing 100176, People’s Republic of China


 


13.4.                        SEVERABILITY. 
Should a court of competent jurisdiction later hold any provision of
this Agreement to be invalid, illegal, or unenforceable, and such holding is
not reversed on appeal, it shall be considered severed from this
Agreement.  All other provisions, rights
and obligations shall continue without regard to the severed provision,
provided that the remaining provisions of this Agreement are in accordance with
the intention of the parties.


 


13.5.                        REMEDIES AND WAIVERS. 
No failure to exercise, nor any delay in exercising, on the part of any
Party, any right or remedy under this Agreement shall operate as a waiver, nor
shall any single or partial exercise of any right or remedy prevent any further
or other exercise or the exercise of any other right or remedy.  The rights and remedies provided in this
Agreement are cumulative and not exclusive of any rights or remedies provided
by law.


 


13.6.                        LANGUAGE. 
This Agreement is written in the English language and English is the
prevailing language of this Agreement. 
In the event that this Agreement is translated into any language other
than English, the English language text of this Agreement shall prevail over
any translation.


 


13.7.                        FORCE MAJEURE. 
No Party will be deemed in default or breach of this Agreement to the
extent that performance of its obligations or attempts to cure any breach are
delayed or prevented by reason of any act of God, fire, natural disaster,
accident, act of government, or an act that is beyond the reasonable control of
such Party, provided that such Party gives the Other Party written notice
thereof promptly and, in any event, within fifteen (15) days of discovery
thereof and uses its best efforts to continue to so perform or cure.  In the event of such a Force Majeure, the
time for performance or cure will be extended for a period equal to the
duration of the Force Majeure.


 


13.8.                        ENTIRE AGREEMENT. 
This Agreement constitutes the entire agreement among the Parties with
respect to the matters to which it relates and supersedes any and all previous
agreements, representations or understandings, whether oral 


 

















 


or written, among the Parties or any of them with
respect to the matters to which this Agreement relates.


 


13.9.                        COUNTERPARTS. 
This Agreement may be executed in counterparts which taken together will
constitute one and the same agreement.


 


13.10.                  AMENDMENTS. 
This Agreement may only be amended by agreement in writing signed by all
of the Parties.


 


14.                               GOVERNING LAW.  This Agreement
shall be governed by and interpreted in accordance with the laws of the State
of Texas.


 


15.                               ARBITRATION/VENUE.  Any controversy or
claim arising out of or relating to this Agreement, or its breach, shall be
settled by binding arbitration in accordance with the rules of the
American Arbitration Association with all proceedings conducted in Houston,
Texas.


 


16.                               HEADINGS.  The headings to each section or paragraph of
this Agreement are provided for convenience of reference only and shall have no
legal effect in the interpretation of the terms hereof.


 

















 


IN WITNESS WHEREOF the parties
hereto have executed this AMENDED AND RESTATED TECHNOLOGY LICENSE AGREEMENT as
of the date first written above.


 


	
   

  	
  Tianjin New Highland Science
  and Technology Development Company, Ltd

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Xin Guoqiang

  
	
   

  	
   

  	
  Xin Guoqiang

  
	
   

  	
   

  	
  President

  



 


 


	
  Jet Drill Well Services, LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Daniel J. Jacobson

  	
   

  
	
   

  	
  Daniel J. Jacobson

  	
   

  
	
   

  	
  Director, International
  Operations

  	
   

  



 


 


	
  Power Hydraulics, LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Richard L. Rigmaiden

  	
   

  
	
   

  	
  Richard L. Rigmaiden

  	
   

  
	
   

  	
  President

  	
   

  



 


 


	
  Radial Drilling Technologies I,
  LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ James M. Savage

  	
   

  
	
   

  	
  James M. Savage

  	
   

  
	
   

  	
  President

  	
   

  



 


 


	
  Radial Drilling Technologies
  II, LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ J. Mark Savage

  	
   

  
	
   

  	
  J. Mark Savage

  	
   

  
	
   

  	
  President