CONSULTING AND SERVICE AGREEMENT


 


THIS AGREEMENT dated for reference the 14th
day of March, 2014


 


BETWEEN:


	
        CRISTIAN NEAGOE

        1214, rue Joséphine, app. 3,

        Longueuil, Québec, J4K 1N5

        (the “Service Provider”)

	





 


AND:


 





	
        WELL POWER INC.,

        No. 16D, Jalan 6/5 Taman Komersial

        Pandan Indah,
Malaysia

        (the “Company”)




 


WHEREAS:


 


		A.	The Company is a Nevada corporation in the business of Licensing
an economical, mobile and scalable Micro-Refinery Unit (the “MRU”) to process raw natural gas into Green FuelTM (diluents,
drop-in diesel and pipeline quality synthetic crude) and clean power.  The technology solution simultaneously reduces CO2 emissions
and creates revenue streams with minimal capital expenditure. oil and gas exploration (the “Business”); 



		B.	The Company desires to market and deploy MRU units in the State of Texas with the first right
of refusal in the US; 



		C.	The Company desires to retain the services of the Service Provider in the capacity pursuant to
the terms hereof; and



		D.	The Service Provider understands the oil and gas services business, and



 


THIS AGREEMENT WITNESSES THAT in consideration of the premises
and mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged
by each party, the parties agree as follows:


 


	ENGAGEMENT AND DURATION: The Company hereby engages the Service Provider to provide
the services referred to in Section 3 hereof for the consideration hereinafter set forth and the Service Provider hereby accepts
such engagement by the Company, all upon and subject to the terms and conditions of this Agreement.







    	 



    	 



    




 


	TERM: The Service Provider’s engagement shall be for a period of a twelve month
term, commencing on the date of this Agreement, and may only be terminated with one month’s written notice by either party.
This agreement does not provide for severance or termination benefits of any kind.






	DUTIES: The Service Provider will utilize its expertise to:



		(a)	Manage, plan and oversee certain aspects of the Company’s Business; and



		(b)	To serve as the Company’s CEO, President, Director, and Petroleum Engineering Advisor.



 


	COMPENSATION:



4.1 Compensation: In consideration for the services
of the Service Provider to be provided to the Company under this agreement, the Company will:


 


		(a)	Pay an initial signing bonus of $10,000;



 


		(b)	Pay the Service Provider a monthly rate of CDN$3,000 per month plus applicable Goods and Services
Taxes. In addition, the Company shall reimburse the Service Provider for expenses incurred on behalf of the Company; and 



 


		(c)	The Service Provider will also have a 2 year option to purchase 2,000,000 shares of the Company’s
common stock at an exercise price of $0.70 per share. The two year option term will begin from the date of the Service Provider’s
appointment.



 


		4.2	Payment Terms



		(a)	The monthly payment and expenses are to be invoiced to the Company by the Service Provider. The
Company will promptly pay the Service Provider for all reasonable invoices submitted to the Company.



 


5.CONFIDENTIALITY AND NON-DISCLOSURE:The
Service Provider agrees on behalf of himself that any information provided to him by the Company of a confidential nature will
not be revealed or disclosed to any person or entity, except in the performance of this Agreement or as directed by legal or regulatory
authority.


 


6.WAIVER:No consent
or waiver, express or implied, by any party to this Agreement of any breach or default by the other party in the performance of
its obligations under this Agreement or of any of the terms, covenants or conditions of this Agreement shall be deemed or construed
to be a consent or waiver of any subsequent or continuing breach or default in such party’s performance or in the terms,
covenants and conditions of this Agreement. The failure of any party to this Agreement to assert any claim in a timely fashion
for any of its rights or remedies under this Agreement shall not be construed as a waiver of any such claim and shall not serve
to modify, alter or restrict any such party’s right to assert such claim at any time thereafter.



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7.NOTICES:Any notice
relating to this Agreement or required or permitted to be given in accordance with this Agreement shall be in writing and shall
be personally delivered or delivered by courier to the address of the parties set out on the first page of this Agreement. Any
notice shall be deemed to have been received when delivered. Each party to this Agreement may change its address by giving written
notice of such change in this manner provided for above.


 


8.APPLICABLE LAW:This
Agreement shall be governed by and construed in accordance with the laws of the state of Nevada, and the federal laws of the USA
applicable therein, which shall be deemed to be the proper law hereof. The parties hereto hereby submit to the jurisdiction of
the courts of Nevada.


 


9.SEVERABILITY:If
any provision of this Agreement for any reason by declared invalid, such declaration shall not effect the validity of any remaining
portion of the Agreement, which remaining portion remain in full force and effect as if this Agreement had been executed with the
invalid portion thereof eliminated and is hereby declared the intention of the parties that they would have executed the remaining
portions of this Agreement without including therein any such part, parts or portion which may, for any reason, be hereafter declared
invalid.


 


10.ENTIRE AGREEMENT:This
Agreement, hereto constitutes the entire agreement between the parties hereto and there are no representations or warranties, express
or implied, statutory or otherwise other than set forth in this Agreement and there are no agreements collateral hereto other than
as are expressly set forth or referred to herein. This Agreement cannot be amended or supplemented except by a written agreement
executed by both parties hereto. This agreement supersedes any and all previous agreements between the Service Provider and the
Company.


 


11.INTERPRETATION:Any
reference to gender includes all genders, and the singular includes the plural and the body corporate. No provision of this Agreement
shall be construed against any party by virtue of that party having drafted and prepared this Agreement; it being acknowledged
and agreed that both parties participated in the negotiation, drafting and preparation of this Agreement. All headings are inserted
for reference only.


 


12.COUNTERPARTS:This
Agreement may be executed in counterparts together shall constitute one and the same instrument.


 




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IN WITNESS WHEREOF the Parties
have duly executed this Agreement as of the date


set out on the first page of this
Agreement.


 


 


 


Per: Well Power Inc.


 


Authorized Signatory


 


 


/s/ Dan Patience


Per: Dan Patience


 


 


Per: CRISTIAN NEAGOE


 


Authorized Signatory


 


 


/s/ Cristian Neagoe


Per: CRISTIAN NEAGOE


 








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