LICENSE PURCHASE AGREEMENT FROM KOUEI INTERNATIONAL


INC. BY HARMONIC ENERGY INC.


 


This License Purchase Agreement
sets forth the understanding, which has been reached between Kouei International Inc. a company incorporated in Antigua, with its
principal office located at W852 Woods Centre, St Johns, Antigua, WI ("Seller") and of Harmonic Energy Inc. ("Purchaser"),
with its principal office located at 3rd Floor, 207 Regent Street, London, United Kingdom, W1 B 3HH.


 


1.                  
License Assignment. The Purchaser will acquire from Seller the exclusive rights to
North American and Europe via a licensing agreement the Seller has with Kouei Industries Co., Ltd of Japan for the Tyrolysis Technology.
The Seller has the right to assign this license at its discretion which is expressly written in the licensing agreement.


 


2.                  
Funds. Within ninety days (90) days from the closing on the Purchase of the License
Agreement, including, but not limited to, the filing of all necessary documentation with the Securities and Exchange Commission
the Purchaser shall transfer to the Seller one hundred and seventy five thousand dollars ($175,000) USD, a second payment ninety
days (90) days after the first payment will be made a equal to the first payment of one hundred and seventy five thousand dollars
($175,000) USD, a third and final payment ninety days (90) days after the second payment will be made of one hundred and seventy
five thousand dollars ($175,000) USD and this together for a total of five hundred and twenty five thousand dollars ($525,000)
with royalties will be full and complete consideration for this transaction.


 


3.                  
Royalties. An ongoing technology implementation royalty of three percent (3%) of all
revenues in respect of gross sales will be made for a period of five (5) years. A royalty of two dollars and fifty cents ($2.50)
per remanufactured passenger tire and a royalty of three dollars and fifty cents ($3.50) per remanufactured light truck and truck
tire will be made at the end of each month for a period of five (5) years.


 


4.                  
Additional Terms and Conditions of the Acquisition.


 


		a.	upon Signing the License Purchase Agreement, the Purchaser shall
have full access to the Se1lers; properties, books, records, information, technical drawings, contacts and anything related to
the License Agreement and Tyrolysis Technology and equipment supplied by Kouei Industries.



 


		b.	The Purchaser and Seller shall have received all authorizations,
regulatory approvals and third party consents necessary for the consummation of the Acquisition and all applicable legal requirements
shall have been satisfied;



 


		c.	It is hereby agreed that the Sellers will be contracted for a 2 year
period to help with the transaction and successful implementation of the technology transfer. During this term the Seller may be
required to provide their engineering expertise and or participate in industry technology presentations.




    	  



    	 



    

 


		d.	Conduct of Business. The Seller shall use its reasonable best efforts
to preserve intact the business organization and employees and other business relationships. The Seller shall continue to operate
in the ordinary course of business and maintain its books, records and accounts in accordance with generally accepted accounting
principles, consistent with past practice until the transfer is complete. Also the Seller shall use its reasonable best efforts
to maintain the current financial condition, including working capital levels and shall not incur any indebtedness or enter into
any agreements while the technology transfer is underway.



 


		e.	Disclosure. Without the prior written consent neither party shall
disclose to any person the details of this License Purchase Agreement, unless in the opinion of such party disclosure is required
to be made by applicable law, regulation or court order, and such disclosure is made after prior consultation with each party.



 


		f.	f) Access to Seller. The Seller will give the Purchaser and its representative's
full access to any personnel and all properties, documents, contracts, books, records and operations of the Seller relating to
the purchase of the Technology License. The Seller will furnish the Purchaser with copies of documents and all other information
related to the technology license purchase as the Purchaser may request.



 


		5.	Expenses. Each Party shall have independent counsel and as
such all legal fees and expenses shall be borne by each Party. 



 


		6.	Conduct of Business of Seller Pending Closing. Until the transaction
for the technology license purchase has been completed and completely fulfilled based on the terms outlined in this agreement,
the Seller will conduct its business only in the ordinary course and none of the assets or rights related to the technology license
of Seller shall be sold or disposed of.



 


		7.	Representations and Warranties. The Seller representations
and warranties of this transactions, including without limitation, (a) the accuracy and completeness of the Seller's financial
statements for the past two years and current financial statements; (b) disclosure of all the Seller's contracts, commitments and
liabilities, direct or contingent; (c) the physical condition, suitability, ownership and absence of liens, claims and other adverse
interests with respect to the Seller's License; (d) the absence of a material adverse change in the condition (financial Or otherwise),
business, properties, license or prospects of the Seller; (e) absence of pending or threatened litigation {other than disclosed
in writing), investigations or other matters affecting the technology license purchase agreement; (f) the Seller's compliance with
laws and regulations applicable to its business and good standing of the technology license required for its business; and (g)
the due incorporation, organization, valid existence, good standing and capitalization of the Seller.



 


		8.	No Other Offers. As a result, upon execution of this agreement
the Seller and the Principal Shareholder shall terminate any existing discussions or negotiations with any other parties in relation
to purchase acquisition of the Sellers technology license. In addition, from and after the date hereof, none of the Seller nor
any of its shareholders, subsidiaries or affiliates, or any of their respective officers, directors, employees, members, managers,
representatives or agents, will directly or indirectly encourage, solicit, initiate, have or continue any discussions or negotiations
with or participate in any discussions or negotiations with or provide any information to or otherwise cooperate in any other way
with, or enter into any agreement, letter of intent or agreement in principle with, or facilitate or encourage any effort or attempt
by any corporation, partnership, Seller, person or other entity or group (other than Purchaser and its shareholders, subsidiaries
or affiliates, or any of their respective officers, directors, employees, members, managers, representatives or agents) concerning
any merger, joint venture, recapitalization, reorganization, sale of substantial assets, sale of any shares of capital stock, investment
or similar transaction involving the Seller or any subsidiary or division of the Seller. The Seller shall notify Purchaser promptly
of any inquiries, proposals or offers made by third parties to the Seller or any of its shareholders, subsidiaries or affiliates,
or any of their respective officers, directors, employees, members, managers, representatives or agents with respect to an Technology
License Purchase and furnish the Purchaser the terms thereof (including, without limitation, the type of consideration offered
and the identity of the third party).




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		9.	Enforceable Agreement; Compliance with Applicable Laws. This
License Purchase Agreement shall constitute an enforceable agreement between the Purchaser and Seller. It is the understanding
of the Purchaser and Seller that all matters referred to in this License Purchase Agreement are conditioned upon compliance with
applicable Federal and state securities laws and other applicable laws.



 


The undersigned concur with the matters set
forth in the foregoing License Purchase Agreement.


 


	Dated: March 14, 2012	HARMONIC ENERGY INC.
		By: Hiroyasu Tanaka
		/s/ Hiroyasu Tanaka
		Its: Director
		
	Dated: March 12, 2012	KOUEI INTERNATIONAL INC.
		By: Kim Heungsoo
		/s/ Kim Heungsoo
		Its: President


 



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