exhibit_10-1.htm


    
      

    

    Exhibit
10.1

    



    
      
        	
                AGREEMENT
      OF PURCHASE AND SALE

              


      

    

    


     

    The
Effective Date of this Agreement is February 2, 2009, This Agreement is between
Kinectrics Inc. ("Kinectrics") and W2 Energy Inc. (the "Company") (also referred
to singularly "Party" or collectively "Parties"). This Agreement records the
agreed terms and conditions pursuant to which Kinectrics will sell the Schedule
A assets (the "Unit") to the Company.

     

    THE
UNIT:

     

    
      
        	
                1.

              	
                Upon
      receipt of the Deposit by Kinectrics, the Company shall insure the Unit
      and Kinectrics shall be named as an additional insured on such policy
      until such time as the Sale Price has been paid to Kinectrics in full. A
      certificate of such insurance shall be provided to Kinectrics prior to the
      release of the Unit from
Site.

              


      

    

    
      
        	
                2.

              	
                In
      no event shall the Company use the Unit for collateral. In no event shall
      the Company place or cause the placement of any liens on either the Unit
      or against Kinectrics.

              


      

    

    
      
        	
                3.

              	
                The
      Unit is sold on an "as is-where is" basis with no guarantee, warranty or
      representation, express or implied, as to condition or description of the
      Unit, its merchantability, fitness for any purpose, or otherwise. The
      Company acknowledges that the Unit is a demonstration unit and is not a
      full scale commercial unit. The Company further
      acknowledges that it has been informed that the Unit has been in an
      idle and dismantled configuration for a prolonged period of time.
      Kinectrics is not responsible for any personal injury or property damage
      incurred as a result of use or handling of the
  Unit.

              


      

    

    
      
        	
                4.

              	
                The
      Company acknowledges that it has satisfied its due diligence with respect
      to the Unit, and understands that the sale in the Purchase Phase is final.
      The Company acknowledges that the purchase is based on the Company's own
      judgment, and further acknowledges that any information given by
      Kinectrics on the Units condition is given without any warranty as to its
      completeness or correctness. The Company expressly disclaims any reliance
      on information given by Kinectrics in making the purchase
      decision.

              


      

    

    
      
        	
                5.

              	
                Kinectrics is not responsible for
      the installation standards, safety or other potential liabilities
      associated with the
      transportation or use of the Unit.

              


      

    

     

    INSTALLATION
PHASE:

     

    
      	
              1.

            	
              The
      Company shall pay Kinectrics a non-refundable deposit of ten percent (10%)
      of the Sale Price or
      thirty seven thousand five hundred dollars ($37,500.00) on
      execution of this Agreement (the "Deposit"). This amount shall be applied
      to the Sale Price of the Unit The installation phase shall begin upon
      receipt of the
      Deposit and continue for a period up to and including receipt of
      the Initial Payment as set out in the Purchase Phase (the "Installation
      Phase").

            


    

    
      	
              2.

            	
              The
      Company shall allow a Personal Property Security Act lien (PPSA) to be
      placed against the Unit by Kinectrics until such time as the Sale Price is
      paid in full. The Company's only debtor Premier Capital agrees to
      subordinate its loan to W2 Energy and, together with W2 Energy, sign such
      documents as may be required in order to accommodate the PPSA. The Company
      agrees not to remove the Unit outside of the jurisdictional boundaries of
      the Province of Ontario Canada until the Company has paid Kinectrics in
      full for the Unit.

            


    

    
      	
              3.

            	
              The
      Deposit shall be paid and the PPSA put in place prior to the Unit being
      removed from Site.

            


    

    
      	
              4.

            	
              The
      Company shall remove the Unit from Kinectrics site, located at 800 Kipling
      Ave., Toronto, Ontario, Canada (the "Site") within ninety (90) days
      following the Effective Date of this
Agreement

            


    

    
      	
              5.

            	
              The
      Company shall assemble or arrange for assembly of the Unit ("Assembled
      Unit"), making such modifications as may be necessary to bring the Unit
      into operation.

            


    

    
      	
              6.

            	
              The
      Company may elect to separately contract with Kinectrics, on a fee for
      service basis, to undertake a mutually agreed scope of work for the
      assembly of the Unit and Engineering support services at a location of its
      choosing, provided the specifications and amenities of such space are
      deemed by Kinectrics to be suitable for the required activities. All costs
      associated with such services, assembly and operation of the Unit shall be
      paid by the Company, including but not limited to obtaining required
      permits and/or certificates of
      authorization. Kinectrics will offer Engineering Support Services
      to the Company under a separate services agreement, a sample of which is
      attached to this Agreement as Schedule
B.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              7.

            	
              The
      Company shall be liable for the Unit from the time it is loaded onto
      transport at Site and such liability shall not cease except if the Unit is
      returned to Kinectrics' control at its Site following the Installation
      Phase.

            


    

     

    PURCHASE
PHASE:

     

    
      	
              1.

            	
              Kinectrics
      agrees to sell the Unit, located at 800 Kipling Ave., Toronto, Ontario,
      Canada (the "Site"), and title thereto, to the Company for the sum of
      three hundred and seventy five thousand dollars ($375,000.00) ("Sale
      Price"), less the Deposit.

            


    

    
      	
              2.

            	
              The
      remaining Sale Price of three hundred thirty seven thousand five hundred
      dollars ($337,500) plus Taxes payable shall be paid by the Company in
      installments as follows:

            


    

    
      	
               
      

            	
              a.

            	
              Twenty
      percent (20%) of the Sale Price or Seventy five thousand dollars
      ($75,000.00) payable on the earlier of July 1, 2009; and thirty (30) days
      following written notice from the Company of its intention to move into
      the Purchase Phase (the "Initial Payment");
and

            


    

    
      	
               
      

            	
              b.

            	
              Twenty
      percent (20%) of the Sale Price or or Seventy five thousand dollars
      ($75,000.00) payable thirty (60) days after the Initial Payment (the
      "Second Payment"); and

            


    

    
      	
               
      

            	
              c.

            	
              Twenty
      five percent (25%) of the Sale Price or ninety three thousand and seven
      hundred fifty dollars ($93,750.00) payable sixty (60) days after the
      Second Payment (the "Third Payment");
and

            


    

    
      	
               
      

            	
              d.

            	
              Twenty
      five percent (25%) of the Sale Price or ninety three thousand and seven
      hundred fifty dollars ($93,750.00) plus all applicable Taxes 60 days after
      the Third Payment date (the "Final
Payment").

            


    

    
      	
              3.

            	
              The
      Company shall be permitted to remit early payment in full for the Unit at
      any time during the Purchase Phase without
  penalty.

            


    

    
      	
              4.

            	
              Unencumbered
      transfer of title and ownership of the Unit to the Company shall occur
      following Kinectrics' receipt of the Final Payment. Immediately upon
      transfer of such title and ownership to the Company, the Company agrees to
      indemnify and save Kinectrics harmless from any and all risk, claims for
      damages or injuries to any parties howsoever arising out
      of or associated with the Unit.

            


    

     

    TERMINATION
AND REPOSSESSION:

     

    
      
        	
                1.

              	
                Kinectrics
      may terminate this Agreement for default at any time prior to payment of
      the Sale Price in full. Upon receipt of notice of such termination, the
      Company shall immediately cease its use of the Unit and it shall be
      returned to Site at the Company's cost, Installments paid up to the date
      of termination (with the exception of the Deposit) will be returned to the
      Company less any amounts owing to Kinectrics related to the Unit and its
      return to Site.

              


      

    

    
      
        	
                2.

              	
                The
      Company shall not in any way impede Kinectrics' right to protect and/or
      take possession of its Unit in the event of such termination and in such
      event, the Company waives any and all interest in the Unit, including
      improvements.

              


      

    

     

    GENERAL:

     

    
      	
              1.

            	
              All
      taxes applicable to the transactions of this Agreement are extra and shall
      be paid by the Company.

            


    

    
      	
              2.

            	
              Kinectrics
      agrees to not compete with the Company in the plasma field for gas to
      liquid processes.

            


    

    
      
        	
                3.

              	
                The
      Company agrees to grant Kinectrics preferred supplier status for
      development of future renewable energy applications of the Unit on a fee
      for service basis.

              


      

    

    
      
        	
                4.

              	
                Any
      attendance at Site by the Company is at the Company's own risk and the
      Company indemnifies and holds Kinectrics harmless for any and all
      liability for all damage or injury caused by the Company to any
      person(s).

              


      

    

    
      
        	
                5.

              	
                All
      expenses or liability associated with removal of the Unit
      from Site shall be at the sole expense and liability of the Company,
      including but not limited to removal and transport of the Unit in
      accordance with all applicable laws or regulations governing the
      disassembly, preparation, packaging, lifting and
      transportation.

              


      

    

    
      	
              6.

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

            


    

     

    
 

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

    
      
        	
                7.

              	
                Upon
      signing this Agreement the Company agrees to assume all risk arising out
      of its use of the Unit and to indemnify and hold harmless Kinectrics, its
      employees, agents and others acting in concert with it harmless and free
      from and against any claims, losses, or damages, whether in respect of
      personal injury, property damage, or other harm arising out of this
      Agreement.

              


      

    

    
      
        	
                8.

              	
                The
      currency of this Agreement is Canadian
dollars.

              


      

    

    
      
        	
                9.

              	
                This
      Agreement shall be governed by the laws of the Province of
      Ontario.

              


      

    

    
 

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    W2
      Energy, Inc.

                                  	 
      	Kinectrics
      Inc.	 
	 
      	 	 
      	 	 
      	 
	 
      	 	 
      	 	 
      	 
	
                                    by:

                                  	/s/ 
      Mike McLaren	 
      	by:	/s/ 
      David Harris  	 
	Name:	Mike
      McLaren	 
      	Name:	David
      Harris  	 
	Title:	CEO	 
      	Title:	CEO 
      	 
	Date:	Feb.
      2, 2009	 
      	Date:	Feb. 2, 2009  	 
	I
      have the authority to bind the corporation	I
      have the authority to bind the
corporation


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
A

     

    
      	
              1.

            	
              DC
      powered graphite electrode plasma furnace mounted on three transportable
      steel skids,containing:

            


    

    
      	
            	
              i) 

            	
              Pilot
      scale reactor (furnace) unit

            


    

    
      	
            	
              ii) 

            	
              Power
      supply

            


    

    
      	
            	
              iii) 

            	
              Control
      console

            


    

    
      	
            	
              iv) 

            	
              Electrode
      mast

            


    

    
      	
            	
              v) 

            	
              Cooling
      water tank

            


    

    
      	
            	
              vi) 

            	
              Two
      pumps

            


    

    
      	
            	
              vii) 

            	
              Spare
      electrodes

            


    

    
      	
            	
              viii) 

            	
              Screw
      auger

            


    

     

    
      	
              2. 

            	
              Internal
      Combustion Engine Generator, Caterpillar Model 3408 TA, rated at 250 kW,
      600 V, 3-phase,
      mounted in 40-ft trailer

            


    

     

    
      	
              3.

            	
              Additional
      ancillary equipment contained in 40-ft trailer containing the Internal
      Combustion Engine
      Generator

            


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

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