Exhibit 10.26


 


Statement
of Work


 


	MetzOhanian

                                                                                                  

        1320
        Arrow Point Dr

        Suite
        501 #TW100

        Cedar Park, TX 78613
	metzohanian


 





 



 


SOW
02 for Computer Software Consulting and Development Master Services Agreement with Petroteq Energy, Inc.



 


	Date

                            

                           September 24, 2018
	Services Performed By:

                                                                                 
 MetzOhanian
 1320 Arrow Point Dr 
 Suite 501 #TW100
 Cedar Park, TX 78613
	Services Performed For: 
 
 Petroteq Energy, Inc.

                                                                                4370
Tujunga Ave

                                                                                #320

                                                                                Studio City, CA 91604  




 





 



 


This
Statement of Work (SOW) is issued pursuant to the Computer Software Consulting and Development Master Services Agreement between
Petroteq Energy, Inc. (“Client”) and MetzOhanian (“Consultant”), effective September 24, 2018 (the “Agreement”).
This SOW is subject to the terms and conditions contained in the Agreement between the parties and is made a part thereof. Any
term not otherwise defined herein shall have the meaning specified in the Agreement. In the event of any conflict or inconsistency
between the terms of this SOW and the terms of this Agreement, the terms of the Agreement shall govern and prevail.


 


This
SOW # 02 (hereinafter called the “SOW”), effective as of September 24, 2018, is entered into by and between Consultant
and Client, and is subject to the terms and conditions specified below. The Exhibit(s) to this SOW, if any, shall be deemed to
be a part hereof. In the event of any inconsistencies between the terms of the body of this SOW and the terms of the Exhibit(s)
hereto, the terms of the body of this SOW shall prevail.


 


Period
of Performance


 



 


The
Services shall commence on October 1, 2018, and shall continue through October 31, 2019.


 


Engagement
Resources


 






 


Bryan
Freeman: Systems architecture lead, blockchain development


 


Chad
Porter: Systems architecture, software development


 


James Mosqueda: Project management, infrastructure, security


 


Noah
Smith: Systems engineering, systems architecture


 






     


     


    

 





Scope
of Work


 






 


This
SOW encompasses the development of the background technology and operator management features of a production-quality, blockchain-enabled
Royalties Management system for the petrogas industry, initially focusing on the State of Utah. To that end, Consultant shall
provide Services as follows:


 


		●	Business
process and regulatory compliance consulting services as necessary to effectively design and develop a Royalties Management software
package for use in the State of Utah.
		●	Architectural
design, systems development, and infrastructure consulting services to support Royalties Management software.
		●	Software
development and software documentation of the Royalties Management software.



 


Deliverable
Materials


 



 


Below
is a list of target deliverables for the SOW. Quality software development is a collaborative effort, and so specific features
may change as agreed upon by both parties. To support this, we make change easy by using Agile development methodologies and working
in partnership with the Client. Features can be reordered and replaced with other like-effort features, and the project can be
ended early if the Client decides they have received enough value to release the software early.


 


		●	A
suite of backend software services supporting the features needed for the Royalties Management platform:






		o	Orchestration
Service; issues environmental variables for controlling the release of other services
		o	Authority
Service; issues JWTs with control definitions for other service instances
		o	Operator
Management & Control Service






		●	Account
management
		●	Statutory
data requirements (e.g. mailing address, phone number)
		●	Banking
information
		●	Transaction
accounts list
		●	Private
keys
		●	References
to leases
		●	References
to lessors
		●	References
to intermediaries
		●	Lease
auditing






		●	An
end-user application supporting allowing petrogas company staff to access the services and features listed above to manage their
royalty payments in the State of Utah.
		●	Infrastructure
and other systems documentation describing the cloud-hosted servers, networking, and similar infrastructure in use for the project
		●	Complete
source code of the developed software
		●
	High-level
documentation of the developed software






 






    2


     


    

 


Acceptance
Criteria


 



 


		●	The
                                         software will be considered complete when it:






		o	Is
                                                                                                                                                                                                                                                                                            substantially complete such that the Client can utilize the features for their intended purposes as part of a Royalty
                                                                                                                                                                                                                                                                                            Management in the State of Utah, including resale / licensing                                          to other petrogas
                                                                                                                                                                                                                                                                                            companies.






		o	Includes
high-level documentation of the infrastructure and software



 


Consultant
Responsibilities


 



 


		●	The
                                         Consultant agrees to notify the Client of project delays as soon as they become known.
		●	If
                                         written estimates have been provided, the Consultant will notify the client of potential
                                         cost overruns as soon as they become known so that adjustments can be made as necessary.
                                         The Consultant will not exceed the total prior estimate or quote without written agreement
                                         from the Client to proceed.
		●	The
Consultant will bill in increments no greater than 15 minutes.



 


Client
Responsibilities


 



 


		●	The
Client is responsible for paying all invoices by the agreed upon date. Failure to pay an invoice will result in an immediate work
stoppage as per the terms of the Agreement.
		●	The
Client must provide the Consultant with necessary project information, assist the Consultant by scheduling and participating in
necessary information gathering sessions with the Client and their End Users, and otherwise act in good faith in an effort to
complete the project in a timely and cost-effective manner.



 






    3


     


    

 


Fee
Structure


 



 


This
engagement will be conducted on a Time & Materials basis. An estimate for the total services will be provided below. Any estimates
are not quotes; they are provided only for the purposes of project planning.


 


Consultant
wilt provide up to 3 resources based on the following rate structure:


 





	Item Description	 	Number of Resources	 	 	Hourly Rate	 
	Project management	 	 	1	 	 	$	175	 
	Software & infrastructure architecture, design, and development	 	 	4	 	 	$	175	 




 


Estimate


 






 


Line items are inclusive of research, process & regulatory consulting, and UI development where applicable.


 


	Item Description	 	Hours	 	 	Subtotal	 
	Instantiate private blockchain	 	 	24	 	 	$	4,200	 
	Develop parametric DApp lease	 	 	80	 	 	$	14,000	 
	Develop transmutable token sets	 	 	80	 	 	$	14,000	 
	Develop signature authority immutable guarantees	 	 	40	 	 	$	7,000	 
	Orchestration service	 	 	24	 	 	$	4,200	 
	Authority service	 	 	16	 	 	$	2,800	 
	Operator management & control service	 	 	279	 	 	$	40,600	 
	Project management	 	 	86	 	 	$	54,425	 
	Contingency (20%)	 	 	113	 	 	$	72,450	 
	PROJECT
    TOTAL (Includes 20% contingency)	 	 	742	 	 	$	129,850	 



 


Schedule


 



 


The
project will be organized into 2-week sprints, with the work to be included in each sprint jointly determined by the Client and
the Consultant during each sprint’s Sprint Planning Meeting. The output of each sprint will be a fully functioning piece
of software with new features incorporated into it.


 


This
schedule is an estimate based on what we feel to be the most efficient resource usage, what you’ve told us about your monthly
budget, etc. The schedule can be changed (or the project ended) after any individual 2-week sprint. This could mean the
project ends early, or you decide you want to increase your budget to meet new deadlines, or you decrease the budget to divert
resources elsewhere.


 






    4


     


    

 


Note
that changing the monthly budget does impact the cost estimate. Our proposals usually sit in the “sweet spot” so you
get the most bang for your buck. Increasing or decreasing the estimated spend shown in the SOW is likely to be less efficient
overall from a total cost perspective.


 


Project
Schedule


The
project is estimated to be completed on October 31, 2019 (13 months after work start).


 


Estimated
Payment Schedule, Invoice Procedures


 



 


The
payment schedule below is an estimate based on the estimated level of effort and the monthly budget currently requested by Client.
A number of factors can impact the actual payment schedule: the project may be ended early (at the conclusion of any 2-week sprint),
the budget may change, additional scope may be added, etc.


 


Payment
Schedule


Based
on the current estimate and budget, Client will make 13 monthly payments of $9,975, with the initial invoice due before the engagement
begins.


 


Invoice
Procedures


Invoices
shall be submitted monthly in advance, referencing this Client’s SOW Number to the address indicated above, or to another location
of the Client’s choosing. Each invoice will reflect charges for the time period being billed.


 


Service
Level Agreement


 



 


		●	Consultant
will provide remote developer and systems administration resources during normal business hours at the hourly rates provided herein.






		●	Normal business
                                                                                                               hours are 7am to 6pm CST, Monday through Friday, excluding Federal Holidays, and other Holidays as observed by
                                                                                                               Consultant.



 


Intellectual
Property


 



 


Consultant
understands and agrees that (i) all original works for authorship which are made by Consultant (solely or jointly
with others) within the scope of the Client’s business which are protectable by copyright are “works made
for hire,” as that terms is defined in the United States Copyright Act and (ii) the decision whether or not
to commercialize or market any Intellectual Property is within the Client’s sole discretion  and for the Client’s
sole benefit and that no royalty or other consideration will be due to the Consultant as a result of the Client’s
efforts to commercialize or market any such Intellectual Property.


 






    5


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this SOW to be effective as of the day, month and year first written above.


 





	MetzOhanian, LLC	 	Petroteq Energy, Inc.
	 	 	 	 	 
	By:	/s/ Chad Porter	 	By:	/s/ Alex Blyumkin
	Name: 	Chad Porter	 	Name: 	Alex Blyumkin
	Title:	Managing Partner	 	Title:	Chairman
	Date:	09/22/2018	 	Date:	 



 


 


6