ex10_19.htm


    
      

    

     

    Unrestricted
      License Agreement for Recovery of Products from Oil
      Shale

    


    


    THIS
      AGREEMENT FOR UNRESTRICTED LICENCE OF TECHNOLOGY, BUSINESS and TERRITORY
(the "Agreement") is dated the 1st day of July, 2005 (the "Effective
      Date").

    


    
      	
              BETWEEN:

            	 	 
	 	 	 
	 	 	
              GENERAL
                SYNSFUELS INTERNATIONAL, INC., a body corporate, incorporated
                pursuant to the laws of the State of Nevada, with a registered office
                at
                #6 – 306 Stoner Loop Rd. Lakeside, Montana, 59922

            
	 	 	 
	 	 	
              (the
                "Licensor")

            
	 	 	
              OF
                THE FIRST PART

            
	
              AND:

            	 	 
	 	 	 
	 	 	
              PETRO
                PROBE, INC., a body corporate, incorporated pursuant to the laws
                of the State of Nevada with a registered office at #6 –306 Stoner Loop Rd.
                Lakeside, Montana, 59922

            
	 	 	 
	 	 	
              (the
                "Licensee")

            
	 	 	
              OF
                THE SECOND PART

            


    

    


    RECITALS

    


    
      	
            	
              A.

            	
              Licensor
                holds world-wide proprietary rights and a patent pending Technology,
                construction plans, materials specifications and operational capability
                for a plant to recover hydrocarbonaceous products from oil shale
                in situ.
                (USA Patent Application
                #10/357,718).

            


    

    
      	
            	
              B.

            	
              The
                License shall include assistance in location of plant, drilling,
                materials, construction of plant and operation of same via a Facility
                Management Contract so as to allow the Licensee to commence commercial
                operations in a turnkey manner. The Facility Management Contract
                is
                attached as “Exhibit A”.

            


    

    
      	
            	
              C.

            	
              The
                Licensor has maintained high standards of quality for its Technology
                such
                that valuable goodwill is attached to the
                System.

            


    

    
      	
            	
              D.

            	
              The
                License does not include the cost of acquiring the location of plant
                or
                its capital cost.

            


    

    
      	
            	
              E.

            	
              The
                Licensor desires to license the Technology to the Licensee on the
                terms
                and   conditions specified herein;
                and

            


    

    
      	
            	
              F.

            	
              The
                parties have entered into this Agreement for the purpose of defining
                a
                relationship and agree to respective rights and obligations with
                respect
                to the development and operation of the
                Technology.

            


    

    


    


    NOW,
      THEREFORE, in consideration of the mutual covenants set forth herein;
      the parties agree as follows:

    


    I

    LICENSE
      OF BUSINESS

    


    
      	
              1.1

            	
              Grant
                of License.  The Licensor hereby grants to the Licensee
                the unrestricted rights to use the Technology and services of the
                Licensor
                per the terms defined in this
                Agreement.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              1.3

            	
              Documentation.  Licensor
                shall execute and deliver to Licensee any and all further agreements
                and
                documents as may be required by Licensee to provide Licensee with
                the
                rights to use the Technology in accordance with the terms of this
                Agreement.

            


    

    


    
      	
              1.4

            	
              Term.  This
                Agreement shall continue in full force for perpetuity
                .

            


    

    


    LICENSE
      FEES and ROYALTY

    


    
      	
              2.1

            	
              License
                Fee. The Licensee shall pay to the Licensor
                a license fee ("License Fee") in the amount of FIVE HUNDRED
                THOUSAND (500,000) COMMON SHARES of Petro Probe, Inc and
                FIVE  HUNDRED THOUSAND DOLLARS ($500,000 USD), payable
                under terms to be agreed upon by both parties in a separate
                schedule.  The schedule shall be in force and accepted by both
                parties at time of signing of this
                Agreement.

            


    

    

      	
              2.2

            	
              Royalty.  The
                Licensee shall pay to the Licensor a net revenue interest before
                royalty expense of five and one-half percent (5 1⁄2 %). This is
                payable quarterly and based on audited statements produced by Licensee’s
                auditors

            


    

    
       

    

    REPRESENTATIONS
      AND WARRANTIES OF LICENSOR

    


    
      	
              4.1

            	
              Business
                Not Previously Licensed.  Licensor represents and
                warrants to Licensee that it is the owner of the Technology and that
                it
                has not sold, licensed, assigned, encumbered, or transferred any
                of the
                Technology to any third party, and that such Technology will be free
                of
                any claims of third parties.

            


    

    


    
      	
              4.2

            	
              Patents
                and Infringements.  Licensor represents to Licensee
                that Patents have been filed with respect to the Technology and any
                components thereof.  Further, Licensor makes no representation
                or warranty to Licensee as to whether the Technology infringes or
                may
                infringe upon any existing or future patent or trade-mark held by
                any
                third parties.

            


    

    


    
      	
              4.3

            	
              Business
                Obligations.  During the term of this Agreement, the
                parties have agreed to costs and procedures outlined in the Facility
                Management Contract (copy attached and marked “Exhibit A”). Licensor shall
                provide a completed operating system for the Technology and oil shale
                recovery plant in a business like manner at the cost outlined in
                the
                Facility Management Contract. Licensor shall at all times provide
                his best
                efforts and reasonable promptness to complete construction of an
                operational plant according to the schedules, engineering requirements
                and
                time schedules in the Facility Management Contract, except in the
                case of
                force majeure as described under paragraph 8.10 of this
                Agreement.

            


    

    


    


    REPRESENTATIONS
      AND WARRANTIES OF LICENSEE

    


    
      	
              5.1

            	
              Authorized
                to Enter Agreement. Licensee hereby represents and warrants that
                it is a corporation duly organized and validly existing in good standing
                under the laws of the State of Nevada and that it is duly qualified
                and
                authorized to enter into and perform its obligations under this
                Agreement.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	
              5.2

            	
              Sale
                or Transfer of Business Assets.  Licensee hereby
                represents and warrants that it will not, without the prior written
                consent of Licensor, sell, transfer, or otherwise dispose of all
                or any
                substantial portion of its business or assets used in the production
                or
                sale of products utilizing the Technology except to a purchaser which
                shall assume its obligations to the Licensor hereunder and which
                has a
                financial net worth of at least equivalent to that of
                Licensee.  Licensee shall give Licensor at least ninety (90)
                days prior written notice of any such intended
                transfer.

            


    

    


    
      	
              5.3

            	
              Confidentiality
                of the Data.  During the term of this Agreement,
                Licensee shall take such steps as are reasonably required to assure
                that
                the Technology or any proprietary information associated with the
                Data
                will remain confidential and Licensee will not reveal such information
                about the Technology to any third party without the written consent
                of
                Licensor.

            


    

    


    
      	
              5.4

            	
              Insurance.  During
                the term of this Agreement, Licensee shall at all times maintain
                adequate     replacement insurance for the
                Technology, plant and equipment, and copy of same provided to
                Licensor.

            


    

    


    


    PROTECTION
      OF TECHNOLOGY  AND BUSINESS

    


    
      	
              6.1

            	
              Initiation
                of Infringement Actions.  Licensee and Licensor shall
                jointly institute an infringement suit(s) when discovered by either
                party
                and take such actions as are commercially reasonable and appropriate
                to
                protect the Technology whenever information is brought to Licensee's
                attention indicating that any third party is unlawfully infringing
                on any
                future patent, trade-mark or copyright related to the
                Technology.

            


    

    


    
      	
              6.2

            	
              Defending
                Against Infringement Actions.  The Licensee and
                Licensor shall jointly defend, any infringement suit(s) that may
                be
                brought after the date hereof against Licensor or Licensee on account
                of
                the manufacture, production, use or marketing of the Technology by
                Licensee or third parties. In the event of any action for infringement
                against Licensee, Licensor shall give to Licensee such information
                with
                respect to Technology as may be reasonably required for purposes
                of
                defense and which is in the possession of
                Licensor.

            


    

    


    


    RELATIONSHIP
      OF THE PARTIES

    


    
      	
              7.1

            	
              Not
                a Joint Venture.  Nothing in this relationship between
                Licensee and Licensor under this Agreement is to be construed so
                as to
                constitute Licensor and Licensee as partners or joint venturers,
                nor
                Licensee as the employee or agent of Licensor, nor the employees
                or agents
                of Licensee as employees or agents of
                Licensor.

            


    

    


    


    
      	
              7.2

            	
              Authority
                to Create Obligations.  Neither party hereto shall have
                any express or implied right or authority to assume or create any
                obligations on behalf of or in the name of the other party; or to
                bind the
                other party in regard to any other contract, agreement or undertaking
                with
                any third party.

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    TERMINATION
      AND DEFAULT

    


    
      	
              7.3

            	
              Termination
                by Licensor.  The Licensor may terminate this Agreement
                if:

            


    

     

    
      
        
          	
                   

                	
                  (a)
                    The Licensee fails to cure any default under the Agreement within
                    thirty
                    (30) business days after Licensor has served a notice of default
                    on the
                    Licensee; or

                


        

      

      


      
        	
                 

              	
                (b)
                  The Licensee or Licensee's business is declared bankrupt or judicially
                  determined to be insolvent; or

              


      

      


      
        	
                 

              	
                (c)
                  All or substantially all of the assets of the Licensee, or the
                  Licensee's
                  business are assigned to or for the benefit of any creditor;
                  or

              


      

      


      
        	
                 

              	
                (d)
                  The Licensee admits its inability to pay its debts as they become
                  due;
                  or

              


      

      


      
        	
                 

              	
                (f)
                  The Licensee repeatedly engages in conduct which reflects materially
                  and
                  unfavourably upon the reputation of the Licensor;
                  or

              


      

      


      
        	
                 

              	
                (g)
                  The Licensee fails to pay any License Fees to the Licensor within
                  thirty
                  (30) business days after receiving written notice that said fees
                  are
                  overdue; and

              


      

      


      
        	
                 

              	
                (h)
                  The Licensee does not commence or continue with commercial operation
                  of
                  the Oil Shale Plant within nine (9) months after the effective
                  date
                  hereof.

              


      

       

    

    
      	
              7.4

            	
              Reversion
                of  Technology.  Upon termination because of
                default under paragraph 7.3 hereof, the Technology and any physical
                plant
                and equipment shall automatically revert to or be reassigned to
                Licensor.  Licensee shall execute any and all documents as may
                be required to effect such reversion or
                reassignment.

            


    

    


    
      	
              7.3

            	
              Rights
                and Duties of Parties Upon Termination. Upon termination of this
                Agreement, for any reason, all rights of the Licensee shall immediately
                terminate, but the Licensee shall have the following duties which
                shall
                survive termination of this
                Agreement:

            


    

    


    (a)
      The
      Licensee shall promptly pay to the Licensor all sums owing under the terms
      of
      this Agreement, including all damages, costs, expenses, and reasonable legal
      fees and disbursements as incurred by the Licensor by reason of default on
      the
      part of the Licensee, whether or not the expenses occurred before or after
      the
      termination or expiration of this Agreement.

    


    (b)
      The
      Licensee shall immediately cease to use the Technology, including any plant
      and
      equipment, and any other proprietary information of the Licensor;
      and

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (c)
      The
      Licensee shall ensure at its own expense that all of the Technology and other
      proprietary information provided by the Licensor in connection with this
      Agreement, are returned to the Licensor at the earliest possible
      time.

    


    IX

    GENERAL
      PROVISIONS

    


    
      	
              8.1

            	
              Governing
                Law.  This Agreement is governed by and interpreted
                under the laws of the State of Nevada and the laws of the United
                States.

            


    

    


    
      	
              8.2

            	
              Waiver.  Waiver
                of any default or breach of this Agreement shall not be interpreted
                as a
                waiver of any subsequent breach.

            


    

    


    
      	
              8.3

            	
              Payments
                and Notices.  All payments and notices are to be made
                to the Licensor by registered mail, or by courier at the following
                addresses:

            


    

     

    
      
        If
          to Licensor:

        General
          Synfuels International,
          Inc.

        #6
–
306
          Stoner Loop Rd

        Lakeside,
          MT, 59922

        Attention:  Mr
          Ronald E.
          McQueen, President

        Telephone:
          (406) 751-5200 Fax: (406)
          752-7433

        


        If
          to Licensee:

        Petro
          Probe, Inc.

        #6
–
306
          Stoner Loop Rd

        Lakeside,
          MT, 59922

        Attention:  Mr.
          Larry F.
          Vance, CEO

        Telephone:
          (406)
          751-5200

Any
        such notice shall be
        either:

    

     

    
      	
               

            	
              (a)
                sent by certified mail, return receipt requested, in which case notice
                shall be deemed delivered three (3) business days after deposit,
                postage
                prepaid, in the country of the
                constituent;

            


    

    


    
      	
               

            	
              (b)  sent
                by overnight delivery using a nationally recognized overnight courier,
                in
                which case it shall be deemed delivered one (1) business day after
                deposit
                with such courier;

            


    

    


    
      	
               

            	
              (c)
                sent by facsimile, in which case notice shall be deemed delivered
                upon
                transmission of such notice to the appropriate fax number above;
                or

            


    

    


    
      	
               

            	
              (d)  sent
                by personal delivery.  The above addresses may be changed by
                written notice to the other party.  Copies of notices are for
                informational purposes only and a failure to give or receive copies
                of any
                notice shall not be deemed a failure to give
                notice.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              8.4

            	
              Time
                of the Essence.  Time shall be of the essence of this
                Agreement.

            


    

    


    
      	
              8.5

            	
              Amendment.  This
                Agreement may be amended or modified only by a document in writing,
                subscribed by all the parties to this
                Agreement.

            


    

    


    
      	
              8.6

            	
              Legal
                Fees and Disbursements.  If any legal action is
                necessary to enforce the terms and conditions of this Agreement,
                the
                prevailing parties shall be entitled to recover reasonable legal
                fees and
                disbursements as fixed by a Court of competent
                jurisdiction.

            


    

    


    
      	
              8.7

            	
              No
                Other Licensees.  The parties hereby acknowledge and
                agree that the Licensor shall not grant any other unrestricted licenses
                similar to the license as granted herein. Licensor is free to license
                other operators with restrictions as to specific locations not located
                within  five hundred (five) miles of any operating plant or
                confirmed potential site of
                Licensee.

            


    

    


    
      	
              8.8

            	
              Successors
                and Assigns.  This Agreement shall endure to the
                benefit of, and be binding upon, the parties hereto and their permissible
                heirs, successors, representatives, assigns and
                transferees.

            


    

    


    
      	
              8.9

            	
              Entire
                Agreement.  This Agreement contains the entire
                agreement of the parties relating to the license granted hereby and
                the
                use by the Licensee of the Technology, save and except for the terms
                and
                conditions contained in the Business Agreement as executed between
                the
                parties hereto as of the date
                hereof.

            


    

    


    
      	
              8.10

            	
              Force
                Majeure.  In the event that either party hereto is
                delayed or hindered in the performance of any act required herein
                by
                reason of strike, lock-outs, labour troubles, failure of power,
                restrictive governmental laws or regulations, riots, insurrection,
                war or
                other reasons of a like nature not the fault of such party, then
                performance of such act shall be excused for the period of the delay
                and
                the period for performance of any such act shall be extended for
                a period
                equivalent to the period of such delay, up to a maximum
                of  twelve (12) months. The provisions of this paragraph shall
                not operate to excuse Licensee from the prompt payment of any fee
                or other
                payment due the Licensor pursuant to the provisions of this Agreement
                unless the fee or payment is for a non-delivered
                product.

            


    

    


    
      	
              8.11

            	
              Severability.  If
                any  term or  provisions of this Agreement is held
                invalid or unenforceable by a Court of competent jurisdiction, then
                the
                remainder of this Agreement shall continue in full force and
                effect.

            


    

    


    
      	
              8.12

            	
              Exhibits
                and Schedules.  The Exhibits and Schedule which are
                attached hereto are incorporated herein by reference to this Agreement
                and
                are made a part of this Agreement for all
                purposes.

            


    

    


    
      	
              8.13

            	
              Arbitration.  Any
                dispute under or with respect to the subject matter of this Agreement
                which cannot be resolved through negotiation shall be first submitted
                to
                and resolved through arbitration.  Any such arbitration shall be
                conducted in accordance with the Commercial Arbitration
                Act.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    
      	
              8.14

            	
              Counterpart.  This
                Agreement may be executed in one or more counterparts, either in
                original
                or telecopy form, each of which shall constitute an original, and
                all of
                which together, shall constitute one and the same
                agreement.

            


    

    


    IN
      WITNESS TO THIS AGREEMENT the undersigned have executed this Agreement
      in one or more counterparts as of the Effective Date.

    


    


    


     

    
      	SIGNED
              AND WITNESSED	 	 	 	 
	
              in
                the presence of:

            	 	
              )

            	 	
              LICENSOR:

            
	 	 	
              )

            	 	 
	
              /s/  Kathleen
                McQueen

            	 	
              )

            	 	
              GENERAL
                SYNFUELS INTERNATONAL ,INC.

            
	
              NAME

            	 	 	 	 
	
              2288
                Monarch Dr “B” ,

            	 	
              )

            	 	 
	
              Parkcity,
                UT  84060

            	 	
              )

            	 	
              Per:
                /s/ Ronald E McQueen

            
	
              ADDRESS

            	 	
              )

            	 	
                          
                Ronald E. McQueen, President

            
	 	 	 	 	 
	
              SIGNED
                AND WITNESSED

            	 	 	 	 
	
              in
                the presence of:

            	 	
              )

            	 	
              LICENSEE:

            
	 	 	
              )

            	 	 
	
              /s/
                Tami Story

            	 	
              )

            	 	
              PETRO
                PROBE, INC.

            
	
              NAME

            	 	 	 	 
	
              306
                Stoner Loop Road #6

            	 	
              )

            	 	 
	
              Lakeside,
                MT  59922

            	 	
              )

            	 	
              Per:
                /s/ Larry Vance

            
	
              ADDRESS

            	 	 	 	
                         
                 Larry F. Vance, CEO

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      "A" - TECHNOLOGY

    


    


    


    Services

    


    
      	
              ·

            	
              Licensee
                shall be responsible for all data handling, storage and
                sales.

            


    

    
      	
              ·

            	
              Licensee
                shall maintain a bookkeeping function to show sales and payment due
                to
                Licensor on a  monthly
                basis.

            


    

    
      	
              ·

            	
              Licensee
                shall provide secure storage, warehousing and transport for all
                product.

            


    

    
      	
              ·

            	
              Licensee
                shall maintain security and integrity of
                Technology.

            


    

    
      	
              ·

            	
              Licensor
                shall provide all necessary technical assistance in regards to Technology
                operation.

            


    

    


    Costs

    


    Description
      of Technology

    


    Specification
      of Plant & Equipment

    


    Exploration
      Systems

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      "B" – TERRITORY

    


    


    


    Location

    


    Licensor
      provides exclusive use of the Technology for the States of Utah, Wyoming and
      Colorado in the United States.

    


    
       

      9