exhibit_10-1.htm


    
      

    

    Exhibit
10.1

    
 

    ASSET
PURCHASE AND LICENSE AGREEMENT

    


    


    THIS AGREEMENT made as of the
17th day of  Decemberr, 2008 (the “Effective Date”)

    


    B
E T W E E N:

    


    
      	
               
      

            	
              BLUE
      VISTA TECHNOLOGIES INC.

            


    

    a corporation incorporated under the
laws of Ontario

    


    (hereinafter referred to as the “Vendor”),

    


    - and -

    


    
      	
               
      

            	
              W2
      ENERGY INC.

            


    

    a corporation incorporated under the
laws of Nevada

    


    
      	
               
      

            	
              (hereinafter
      referred to as the “Purchaser”),

            


    

    


     

    WHEREAS the Vendor agrees to
sell, assign and transfer to the Purchaser and the Purchaser agrees to purchase
from the Vendor a mobile plasma waste treatment facility that destroys liquid
and gaseous organic waste (the “Asset”) located at 800 Kipling
Avenue, Toronto, Ontario, Canada (the “Site”);

    


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

    


    
      	
              1. 

            	
              Purchase and Sale of
      Asset

            


    

    


    The
Vendor hereby sells, assigns and transfers to the Purchaser and the Purchaser
hereby purchases from the Vendor, effective upon execution by all parties to
this Agreement, all of the Vendor’s right, title and interest in and to the
Asset free and clear of all liens and encumbrances, subject to the provisions of
this Agreement.

     

    
      	
              2. 

            	
              Purchase
      Price

            


    

    


    The total
purchase price (the “Purchase
Price”) payable by the Purchaser to the Vendor for the Asset shall be
satisfied as follows:

     

    
      
        	
              	
                a)

              	
                $50,000
      payable in the form of a convertible debenture with the following
      conditions:

              


      

    

     

    
      	
               
      

            	
              (i)

            	
              Term
      of 24 months,

            


    

    
      	
               
      

            	
              (ii)

            	
              bearing
      interest at the rate of 1% per month (12% per
  annum)

            


    

    
      	
               
      

            	
              (iii)

            	
              convertible
      at the discretion of the Vendor into common shares in the capital of the
      Purchaser at a price of $0.05 per
share

            


    

     

    
      	
               
      

            	
              b)

            	
              the
      costs and expenses of repairing the asphalt under the Asset at the Site,
      to a maximum of $5,000.  This amount to be paid upon execution
      of this agreement.

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      Funds
will be held by Vendor in trust until actual repairs are completed and
invoiced.  Any remaining funds will be returned to Purchaser
..

    

    


    
      	
              3.

            	
              Default

            


    

     

    If any
portion of the Purchase Price is not paid in full at any time appointed for
payment, the Vendor may, at its sole discretion: (i) terminate this agreement
for default by the Purchaser and, in addition to retaining all amounts
previously paid and Consideration Shares issued to the Vendor, and the Vendor
shall be entitled to the recovery from the Purchaser all damages arising out of
such termination, to the full extent permitted at law or equity;  or
(ii) the Vendor may continue this Agreement and charge the Purchaser interest on
the overdue portion of the Purchase Price at a rate of one percent (1.0%) per
month for a yearly effective rate of twelve percent (12%) until the Purchase
Price is paid in full.

    


    
      	
              4. 

            	
              Delivery

            


    

    


    All
expenses or liability associated with the removal of the Asset from the Site
(the “Removal”) shall be
at the sole expense and liability of the Purchaser, including but not limited to
removal and transport of the Asset in accordance with all applicable laws or
regulations governing the disassembly, preparation, packaging, lifting,
transportation, and storage of the Asset.  Purchaser shall be
responsible for the repair of any damage to the Site caused by the Removal or
the storage of the Asset to a limit of $5000.00.

    


    The Asset
shall not be removed from the Site until payment of all amounts owing for repair
of asphalt as well as the Convertible Debenture hereunder has been received by
the Vendor.  Transfer of title to the Asset shall pass from the Vendor
to the Purchaser upon the Removal.

    


    
      	
              5. 

            	
              Storage
      Fee

            


    

    


    Commencing
ninety (30) days following the Effective Date, Purchaser shall pay to the Vendor
the sum of five hundred dollars ($500) plus GST for each month or portion
thereof that the Vendor fails to remove the Asset from the Site.

    


    In
addition to the Purchase Price, thirty (30) days following the execution of this
Agreement, the Purchaser shall either:

    


    
      	
               
      

            	
              1.

            	
              pay
      the Vendor a monthly rental fee of five hundred dollars ($500.00) plus GST
      for storage until the Purchaser removes the Asset from the
      Site

            


    

    


    
      	
               
      

            	
              2.

            	
              remove
      the Asset from the Site prior to thirty (30) days following the execution
      of this Agreement, conditional upon receipt by the Vendor of payment in
      full of the Purchase Price

            


    

    


    
      	
              6. 

            	
              Acknowledgements,
      Representations and
Warranties

            


    

     

    
      	
            	
              (a) 

            	
              The
      Purchaser acknowledges and agrees
that:

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
            	
              (i) 

            	
              the
      Asset is sold on an “as is-where is” basis with no guarantee, warranty or
      representation, express or implied, as to the condition or description of
      the Asset, its merchantability,  fitness for any purpose, or
      otherwise;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      Vendor is not responsible for any personal injury or property damage
      incurred as a result of the use or handling of the
  Asset;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              it
      has satisfied its due diligence with respect to the Asset, and understands
      that the sale of the Asset is
final;

            


    

    


    
      	
               
      

            	
              (iv)

            	
              the
      Purchaser’s purchase of the Asset is based on the Purchaser’s own
      judgment, and further acknowledges that any information provided by the
      Vendor concerning the Asset’s condition is provided without any warranty
      as to its completeness or correctness.  The Purchaser expressly
      disclaims any reliance on any such information provided by the
      Vendor;

            


    

    


    
      	
               
      

            	
              (v)

            	
              the
      Purchaser is solely  responsible for the installation,
      transportation, and use of the Asset, and any and all liabilities
      associated therewith, including without limitation for the satisfaction of
      all relevant regulations or safety
standards.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Purchaser represents and warrants that the Asset will be transported and
      installed in a safe manner and according to all necessary permits,
      approvals, regulations, and inspections, electrical or
      otherwise.

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      parties to this Agreement agree and acknowledge that this Agreement does
      not create a partnership, joint venture, or any other relationship between
      the parties save for the relationship explicitly set out herein and solely
      for the limited purposes herein.

            


    

    


    
      	
              7. 

            	
              Technology
      License

            


    

    


    Upon
payment by Purchaser of all amounts owing under this Agreement, the Vendor
grants the Purchaser an irrevocable and exclusive license to use all
intellectual property owned or used by the Vendor in connection with the Assets
(“Parcon Technology”)
world wide, with the exception of Mexico, and Australia (each, a “Restricted
Country”).

    


    Purchaser
shall pay to Vendor an annual license fee of $10,000 (the “Annual License Fee”) for each
Restricted Country in which the Parcon Technology is used.  The Annual
License Fees shall be due and payable to the Vendor within ten (10) days of the
last day  of each calendar year..

    


    
      	
              8. 

            	
              Interest

            


    

    


    Interest
on any amounts owing but unpaid under this Agreement shall accrue at a rate of
one percent (1%) per month, for a yearly effective rate of twelve percent (12%),
until such amounts are paid in full.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              9. 

            	
              Indemnity

            


    


    Immediately
upon transfer of title of the Asset to the Purchaser, the Purchaser agrees to
indemnify and save Vendor  harmless from any and all risks, damages,
losses, costs, expenses, claims for damages, or injuries to any parties arising
out of, associated with, or related to the Asset.

    


    Purchaser
agrees and acknowledges that any attendance at the Site by the Purchaser is at
the Purchaser’s own risk, and the Purchaser hereby indemnifies and holds Vendor
and Kinectrics Inc. harmless for any and all liability for any and all damage or
injury caused by the Purchaser to any person(s).

    


    
      	
              10. 

            	
              Time of
      Essence

            


    

    


    Time
shall be of the essence of this Agreement.

    


    
      	
              11. 

            	
              Further
      Assurances

            


    

    


    The
parties hereto agree to sign, execute and deliver all such other deeds and
documents and to do all such other things as may be expedient or necessary to
give full force and effect to this Agreement.

    


    
      	
              12. 

            	
              Headings

            


    

    


    It is
understood and agreed that the headings used in this Agreement are inserted for
convenience only and shall be disregarded in construing this
Agreement.

    


    
      	
              13. 

            	
              Enurement

            


    

    


    This
Agreement shall enure to the benefit of and be binding upon the Parties and
their respective heirs, executors, administrators, successors and permitted
assigns.

    


    
      	
              14. 

            	
              Applicable
      Law

            


    

    


    This
Agreement shall be interpreted and governed in accordance with the laws of the
Province of Ontario and the laws of Canada applicable therein.

     

    
      	
              15.

            	
              Currency

            


    

    


    Unless
otherwise indicated, all dollar amounts referred to in this Agreement are in
lawful currency of the United States of America.

    


    
      	
              16. 

            	
              Entire
      Agreement

            


    

    


    This
Agreement constitutes the entire agreement between the parties hereto pertaining
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 warranties, representations or other
agreements between the parties in connection with the subject matter hereof,
except as
specifically set forth herein.  No supplement, modification or waiver
of this Agreement shall be binding unless executed in writing by the parties to
be bound thereby.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    
      
        	
                17.

              	
                Assignment

              


      

    

    


    This
agreement may not be assigned in whole or in part to a third party by the Vendor
or the Purchaser without the prior written consent of the other
party.

    


    IN WITNESS WHEREOF of the
parties hereto have signed this agreement on the day first written
above.

     

     

    
      
        
          
            
              
                	 	BLUE VISTA TECHNOLOGIES
      INC.	 
	 	 	 
	 	 	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	/s/ 
      name unknown	 
	 	 	 	 


              

            

          

        

      

    

     

     

    
      	 	W2 ENERGY INC.	 
	 	 	 
	 	 	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ 
      Michael McLaren	 
	 	 	 	 




     

     

     

     

     

     

     

    
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