Filed by Automated Filing Services Inc. (604) 609-0244 - Energy Quest Inc. - Exhibit 10.10





 

	LICENSING AGREEMENT 

	SYNGAS INTERNATIONAL CORP., 

      A body corporate incorporated pursuant to the laws of Nevada, USA 

      Having its principal office at 

      78 Belleville Avenue, Alberta, Canada T7X 1H8 

      (Hereinafter “SYNGAS”) 
	OF THE ONE PART 
	- And - 
	  
	RE-GEN INTERNATIONAL COPORPRATION 
	Having its principal office at 
	653 Marsh Drive, Delano, MN 55328 
	(Hereinafter “LICENSEE”) 
	OF THE OTHER PART 
	WITNESSETH: 

	           WHEREAS
        SYNGAS has the right for the technology which are set forth in article
        1.1 (“Technology”);

                WHEREAS
        LICENSEE has conducted market feasibility studies as to the Technology;

                AND
        WHEREAS the parties have agreed that LICENSEE is to commercialize
        the Technology in the Territory which are set forth in article 2.1 (“Territory”)
        and/or manufacture, market and distribute the product which will employ
        the Technology (“Product”) pursuant to the terms and conditions
        of this Agreement;

                NOW
        THEREFORE, in consideration of the mutual covenants and agreements
        herein contained, the parties hereto agree as follows:

      ARTICLE 1 - DEFINITIONS



 





	1.1	Definitions 
	 	 	 
	 	(a) 	 "Agreement" means this Licensing Agreement;

	 	 	 
	 	(b) 	 "Technology" means the Gasification of Creosote-preserved
        wood that can be used in the Technology that SYNGAS has developed; which
        includes the PyStr technology to produce hydrogen or ethanol and is in
        the process of filing patent applications, and shall include any additions,
        changes, improvements, substitutions and modifications to the technology
        (Patent list is attached as Schedule A).

	 	 	 
	1.2	Index and Headings 
	 	 	 
	 	The index and headings in
        this Agreement have been inserted for reference and as a matter of convenience
        only and in no way define, limit or enlarge the scope or meaning of this
        Agreement or any provisions hereof. 

	 	 
	 ARTICLE 2 -
        RELATIONSHIP OF THE PARTIES 

      2.1                    
        Grant

      SYNGAS agrees to grant Licensing Rights for the Technology
        to “LICENSEE” from the signing date of this Agreement for a
        term as per ARTICLE 3, in the Territory of the United States of America.
        SYNGAS hereby also agrees to grant LICENSEE the right of first refusal
        on the manufacture and production of SYNGAS units used for the Gasification
        of Creosote-preserved wood in the Territory of the United States of America.
        LICENSEE shall use its best efforts and to devote such time as is necessary
        to commercialize and promote the Technology in a rapid build out of the
        first unit.



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	2.2 	Obligations of LICENSEE 
	  	 	 
			(a)           LICENSEE
      shall use its best efforts and to devote such time as is necessary to commercialize
      and promote the Technology. LICENSEE will take responsibility for the filing
      of intellectual property rights, such as patents for the Technology if necessary
      at their expense in their Territory, and SYNGAS will provide necessary information
      about Technology for the filings. 
	  	 	 
			(b)           LICENSEE
      shall pay SYNGAS a royalty of TWELVE (12) % of Profit (total revenue less
      production cost) EBITDA out of direct sales of the products or energy produced
      from the technology, which will be calculated each month, or a minimum of
      THIRTY Thousand US Dollars every three months for the first year, whichever
      is greater. After the first year the minimum will be adjusted to SIXTY Thousand
      US Dollars every three months. Further, SYNGAS shall have the right to audit
      Licensee’s financial books with 7 business day’s prior written
      notice and one audit per annum without written notice, without causing any
      undue hardship on the Licensee, with a designated and accredited CPA auditor.
    
	  	 	 
			(c)           LICENSEE
      shall remunerate reasonable fees to SYNGAS for the engineering services,
      technical assistance and training services provided by SYNGAS; fees to be
      established prior to installation of SYNGAS unit. 
	  	 	 
	Obligations of SYNGAS 
	 	(a) 	 SYNGAS will provide the Technology to LICENSEE in accordance
        with the terms and conditions of this Agreement.

	 	 	 
	 	(b) 	 SYNGAS will train LICENSEE’s employees or agencies
        and provide technical support.



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	(c) 	 	 SYNGAS will not manufacture, sell, export, and license
        the SYNGAS units used for the Gasification of Creosote-preserved wood
        in the Territory of the United States of America covered in this Agreement
        to any third party without first right of refusal to LICENSEE.

	 	 	 
	(d) 	 	 SYNGAS warranties that they will indemnify LICENSEE
        all the damages and expenses against any intellectual property infringements.

	 
	2.4                     
        Nullification of Licensing Right

      In the event LICENSEE defaults the obligations which are
        set forth above 2.2. , SYNGAS will have the right to nullify the Licensing
        Right with two weeks prior written notice.

      ARTICLE 3 - TERM OF AGREEMENT

      The term of the Agreement will be 10 years from the signing
        date of this Agreement. At the expiration of the 10 year period, LICENSEE
        shall have the option to renew this agreement for a further period of
        10 years.

      Thereafter, this agreement shall continue in force, unless
        notice in writing is given by any party hereto of its desire to terminate
        within 1 year of the date of expiration of the then current period of
        operation of this Agreement.

      ARTICLE 4 – REPRESENTATIONS AND WARRANTIES

      4.1                     
        SYNGAS represents and warrants to LICENSEE that as of the date of this
        Agreement:

	 	 	 
	 	4.1.1.	 SYNGAS covenant that all the patents, trade
        secrets, know-how, designs, all other intellectual property and all applications
        and registration respecting the intellectual property for the Technology
        are in good standing and owned and controlled by SYNGAS.



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	 	4.1.2. 	 The execution of this Agreement will not result in a
        breach of any term or provision of or constitute any default under the
        constituting documents, by-laws, or resolutions of SYNGAS.

	 	 	 
	 	4.1.3. 	 This Agreement will not result in the violation of any
        law or regulation or any applicable order of any court, arbitrator, or
        governmental authority having jurisdiction over SYNGAS.

	 	 	 
	 	4.1.4. 	 SYNGAS has the necessary corporate powers and authority
        to execute and deliver this Agreement and any other documents required
        to be executed and delivered hereunder and to perform its obligations
        hereunder; and

	 	 	 
	 	4.1.5. 	 SYNGAS’ representations and warranties as found
        in this Article are based on facts known to LICENSEE, or facts that have
        arisen as of the signing date. In the event facts or circumstances are
        changed or new facts arise after the signing date that are inconsistent
        with the representations and warranties of this Article, LICENSEE agrees
        that such changes shall not be deemed to be a breach or a default of this
        Agreement.

	 	 	 
	4.2                     
      LICENSEE represents and warrants to SYNGAS that as of the date of this Agreement:
	 	 	 
	 	4.2.1 	 The execution of this Agreement will not result in a
        breach of any term or provision of or constitute any default under the
        constituting documents, by-laws, or resolutions of LICENSEE.

	 	 	 
	 	4.2.2 	 This Agreement will not result in the violation of any
        law or regulation or any applicable order of any court, arbitrator, or
        governmental authority having jurisdiction over LICENSEE.

	 	 	 
	 	4.2.3 	 LICENSEE has the necessary corporate powers and authority
        to execute and deliver this Agreement and any other documents required
        to be executed and delivered hereunder and to perform its obligations
        hereunder.

	 	 	 
	ARTICLE 5 - NEW TECHNOLOGY


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        SYNGAS hereby agrees to extend this Agreement to include any and all future
        additions, changes, improvements, substitutions and modifications to the
        Technology. Such additions, changes, improvements, substitutions and modifications
        to the Technology shall be immediately disclosed and transferred to LICENSEE.

      ARTICLE 6 – CONFIDENTIALITY

      6.1                     
        Upon the termination of this Agreement and any extension thereof, both
        parties acknowledge that it will continue to obtain knowledge confidential
        and proprietary information of both parties ("Confidential Information").

      6.2                     
        Both parties acknowledge that the Confidential Information is unique and
        novel, that they will take all steps necessary to protect such Confidential
        Information and will not divulge the same without the prior written consent
        of the counterparts.

      ARTICLE 7 - TERMINATION

      7.1                     
        This Agreement may be terminated by consent of both parties prior to the
        expiration of the term for just cause.

      7.2                     
        The following causes shall be considered circumstances for which either
        party may terminate the Agreement:

	 	 	 
	 	a. 	 Bankruptcy

	 	 	 
	 	b. 	 Receivership of either party

	 	 	 
	 	c. 	 Insolvency

	 	 	 
	 	d. 	 In the event LICENSEE is more than sixty days late in
        payments of royalty to SYNGAS as set forth in paragraph 2.2. LICENSEE
        will be given 30 days to clear the default of the sixty day late payments.

	 	 	 
	 	e. 	 In the event LICENSEE does not commence
        a project within 6 months from the date of signing this Licensing Agreement.



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	7.3                     
        Either party may not terminate this Agreement without just cause. Either
        party must provide written notice of their intention of termination to
        the other party at the addresses first mentioned in this agreement. Written
        notice must be addressed to the Chief Executive Officer of each party.

      ARTICLE 8 – FORCE MAJEURE

                               
        If the performance of either party is made impossible by reason of any
        circumstance beyond that party’s reasonable control, including without
        limitation, fire, explosion, power failure, acts of God, war, revolution,
        civil commotion or acts of public enemies, any law, order, regulation,
        ordinance or requirement on any government or legal body or any representative
        of any such government or legal body, unrest, including without limitation.
        Then the party shall be excused from such performance on a day-to-day
        basis to the extent of such interference, provided that that party shall
        use reasonable efforts to remove such causes of non-performance or seek
        alternate methods of performance.

      ARTICLE 9 - MISCELLANEOUS

      9.1                     
        Assignment

                                LICENSEE
        shall have the right to assign or sell its rights under this Agreement
        in whole or in part with the express written consent of SYNGAS and said
        consent shall not be unreasonably withheld.

      9.2                     
        Governing Law and Arbitration

                            
            (a)      This Agreement
        shall be governed by the Laws of the State of Nevada and the Province
        of Alberta Canada, and any litigation arising out of any breach of terms
        and conditions of this Agreement by either party shall be solved by the
        Arbitration.

      9.3                     
        Entire Agreement

      



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	                           This
        Agreement constitutes the entire Agreement between the parties hereto
        relating to the subject matter hereof and supersedes all prior and contemporaneous
        agreements, understandings, negotiations and discussions, whether oral
        or written, of the parties and there are no general or specific warranties,
        representations or other agreements by or among the parties in connection
        with the entering into of this Agreement or the subject matter hereof
        except as specifically set forth herein.

      9.4                     
        Unenforceable Terms

                               
        If any terms, covenants or conditions of this Agreement or the application
        thereof to any party or circumstance shall be invalid or unenforceable
        to any extent, the remainder of this Agreement or application of such
        terms, covenants or conditions to a party or circumstance other than those
        to which it is held invalid or unenforceable shall not be affected thereby
        and each remaining terms, covenants or conditions of this Agreement shall
        be valid and shall be enforceable to the fullest extent permitted by law.

      9.5                     
        Amendments

                                This
        Agreement and any provision contained herein may be altered or amended
        when any such changes are reduced to writing and signed by the parties
        hereto, but not otherwise.

      9.6                     
        Further Acts

                                The
        parties shall perform such further acts and execute such other agreements
        or documents as may be reasonably necessary to carry out the intent and
        provisions of this agreement.

      9.7                     
        Counterparts

                                This
        Agreement may be executed in one or more counterparts, all of which shall
        be treated as an original.



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