Exhibit
10.1


 


INTEGRA
TEST AND INTELLECTUAL PROPERTY

OPTION AGREEMENT


 


This
INTEGRA TEST AND INTELLECTUAL PROPERTY OPTION AGREEMENT (this "Agreement")
is entered into and executed as of April ___________, 2014 by and between the following parties: LAYNE CHRISTENSEN COMPANY,
a Delaware corporation ("Seller") and NEXT FUEL, INC., a Nevada corporation ("Buyer").


 


WHEREAS,
Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, the Sold Assets (as defined below) on the terms and
conditions set forth in this Agreement.


 


NOW,
THEREFORE, Seller and Buyer (hereinafter collectively referred to as the "Parties" and individually
as a "Party"), in consideration acknowledged herein, hereby agree as follows:


 


ARTICLE
I




 


DEFINITIONS


 


1.1.   "Intellectual
Property" means any and all patents, copyrights, trade secrets, firmware, trade or service names and marks
and other legal rights to own and/or use, or to exclude others from ownership or use, (and all applications for any of the foregoing)
that primarily relate to the INTEGRA Systems, including without limitation, the patents described in Schedule 1.1;
all information (oral or written) related to the INTEGRA Systems, including, but not limited to, research reports and all technological
data and information on designs, calculations, drawings, manufacturing processes, quality controls, experiments, installation
measurements and tests, operation, and maintenance, method sheets, test and manufacturing specifications, vendor lists and vendor
data; and all inventions, proprietary data, information know-how, show-how, trade secrets, copyrights, regulatory submissions
or other intellectual property of any kind, whether known, owned or controlled by, or licensed (with the right to sublicense)
to, Seller, relating exclusively to the INTEGRA Systems.


 


1.2.   "Knowledge
of Seller" means the actual knowledge of Chris Benten, Bob Sloan and Kent Wartick.


 


1.3.   "Sold
Assets" means (a) INTEGRA Disk Water Filtration Systems, modules, disks and spare parts described on Schedule
1.3(a) hereto (collectively the "INTEGRA Systems" and individually an "INTEGRA
System"), (b) all Intellectual Property of Seller, and (c) all rights protecting the rights of Seller to the
Sold Assets.









    	 



    	 



    

 


ARTICLE
II


 


DELIVERY,
TESTING AND PURCHASE OPTION


 


2.1.    On
or around October 30, 2013, Seller made one 4-Module INTEGRA System (the "Test System") available
to Buyer at Seller's office located at 5931 Brittmoore Rd, Houston, TX 77041, and Buyer took possession of the Test System.
Buyer paid Seller One Hundred Thousand ($100,000) Dollars (USD), which shall not be refundable to Buyer. Buyer shall maintain
insurance on the Test System with Seller listed as loss payee, and Buyer shall bear the risk of loss or damage to the Test System.


 


2.2.    Buyer
shall provide weekly, written status updates to Seller regarding the testing. If requested by Buyer, Seller shall provide
technical advice and assistance to Buyer on an hourly basis equal to $75 per hour. If Buyer requires disks of sizes other than
20 micron for testing purposes, Buyer shall bear the cost of such other disks.


 


2.3.    Seller
hereby grants Buyer an option (the "Purchase Option") to purchase the
Sold Assets (including the Test System) for the exercise price of Eight Hundred Thousand ($800,000) Dollars (the "Exercise
Price"). The Purchase Option shall expire at 5:00 PM Mountain Time April 29, 2014 (the "Expiration
Date").


 


2.4.    Buyer
may exercise the Purchase Option by providing Seller with written notice of exercise at any time on or before 5:00 PM on
the Expiration Date, which written notice shall be irrevocable (the "Option Exercise"). The date
the notice is provided is hereinafter referred to as the "Exercise Date.")


 


2.5.    Upon
the Option Exercise, Buyer shall have a binding legal obligation to pay Seller the Exercise Price as follows:


 


(a)     One
Hundred Fifty Thousand ($150,000) Dollars (USD) within fifteen (15) days after the Exercise Date at which time title shall pass
from Seller to Buyer for Two (2) 4-Module INTEGRA Systems, together with a non-exclusive, free, perpetual, worldwide, irrevocable,
transferable license for all Intellectual Property of Seller required for Buyer to be able to use and/or sell such INTEGRA Systems.
One of such INTEGRA Systems shall be the Test System;


 


(b)     Two
Hundred Thousand ($200,000) Dollars (USD) within forty-five (45) days after the Exercise Date at which time title shall pass from
Seller to Buyer for Two (2) 4-Module INTEGRA Systems, together with a non-exclusive, free, perpetual, worldwide, irrevocable,
transferable license for all Intellectual Property of Seller required for Buyer to be able to use and/or sell such INTEGRA Systems;


 


(c)     Two
Hundred Thousand ($200,000) Dollars (USD) within seventy-five (75) days after the Exercise Date at which time title shall pass
from Seller to Buyer for Two (2) 4-Module INTEGRA Systems, together with a non-exclusive, free, perpetual, worldwide, irrevocable,
transferable license for all Intellectual Property of Seller required for Buyer to be able to use and/or sell such INTEGRA Systems;


 


(d)     Two
Hundred Thousand ($200,000) Dollars (USD) within one hundred and five (105) days after the Exercise Date at which time title shall
pass from Seller to Buyer for Two (2) 4-Module INTEGRA Systems, together with a non-exclusive, free, perpetual, worldwide,
irrevocable, transferable license for all Intellectual Property of Seller required for Buyer to be able to use and/or sell such
INTEGRA Systems; and


 



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(e)    Fifty
Thousand ($50,000) Dollars (USD) within one hundred thirty-five (135) days after the Exercise Date at which time title shall
pass from Seller to Buyer for One (1) 2-Module INTEGRA System, One (1) 1-Module INTEGRA System, and all the remaining Sold Assets,
including the Intellectual Property as well as extra modules, disks, and spare parts, together with a non-exclusive, free, perpetual,
worldwide, irrevocable, transferable license for all Intellectual Property of Seller required for Buyer to be able to use and/or
sell such INTEGRA Systems.


 


If
any of the foregoing payment dates are not a business day, the payment due date shall be the next business day after such payment
date.


 


2.6.    Other
than the Sold Assets, Buyer expressly understands and agrees that it is
not purchasing or acquiring, and Seller is not selling or assigning, any assets or properties of Seller that are not primarily
related to the INTEGRA Systems, and all such other assets and properties shall be excluded from the Sold Assets, including, without
limitation: (a) the consideration received by Seller pursuant to this Agreement, (b) the rights of Seller under this Agreement,
and (c) the Layne name and all rights, licenses, copyrights, trademarks, logos, patents and related intellectual property that
are owned by or associated with Seller or its business, or registered with any agent or under any other authority of Seller, in
each case that are not primarily related to the Test Systems (the LAYNE name, trademarks and logos, collectively, the "Excluded
Marks").


 


2.7.    Upon
the Option Exercise, Seller agrees without additional payment by Buyer to (i) maintain the confidentiality of the Intellectual
Property, (ii) cease all use of the Sold Assets and not facilitate the use of the Sold Assets by any third parties, and (iii)
make the particular items of the Sold Assets available to Buyer for transport at Seller's office located at 5931 Brittmoore Rd,
Houston, TX 77041 as Buyer makes payment of the related installment of the Exercise Price as described in Section 2.5.


 


2.8.    In
connection with the Option Exercise, the Parties agree that Buyer is not assuming any liabilities or other obligations of
the Seller other than liabilities and obligations that arise from Buyer's use or sale of each item included in the Sold Assets
on or after the date title to that item of the Sold Assets passes to Buyer as described in Section 2.5 (collectively, the "Post-Sale
Liabilities").


 


2.9.    In
connection with the Option Exercise, Buyer shall maintain insurance on the Sold Assets and shall bear the risk of loss or
damage to the Sold Assets.


 


2.10.  Title
to the Sold Assets shall immediately and automatically transfer from Seller to Buyer upon payment of installments as described
in Section 2.5 herein. At such times, Seller shall execute and deliver to Buyer an Assignment Agreement in the form of Exhibit
A attached to this Agreement.









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ARTICLE
III





 


REPRESENTATIONS
AND WARRANTIES OF SELLER


 


Seller
hereby represents and warrants to the Buyer as follows:


 


3.1.      Seller
is a company duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has full
legal capacity, power and authority to enter into and execute this Agreement.


 


3.2.      Seller
has good and marketable title to the INTEGRA Systems and to all Intellectual Property included in the Sold Assets, and at
the time of transfer of title to Buyer as described herein will be free and clear of all liens, and no one except the Seller has
any license or other right to use or acquire any of the Sold Assets.


 


3.3.      Seller
has full right, power and authority to transfer, assign and sell the Sold Assets to
Buyer as contemplated by this Agreement and the agreements attached or exhibits to this Agreement and to carry out the terms and
provisions of this Agreement and the agreements attached or exhibits to this Agreement without the need for any action, consent,
approval or release of any third party, and carrying out of the terms and provisions of this Agreement and the agreements attached
or exhibits to this Agreement will not conflict with, or result in a breach of the terms or provisions of, nor be an event of
default under, any contract, lease or agreement or other obligation to which any of Seller is bound.


 


3.4.    This
Agreement constitutes a valid and binding agreement enforceable against the Seller in accordance with its terms, except as enforceability
may be limited by insolvency, moratorium, bankruptcy or other similar laws affecting creditor's rights and general principles
of equity affecting the availability of specific performance and other equitable remedies.


 


3.5.     To
the Knowledge of Seller, Buyer, by using the Sold Assets, will not infringe any third
party's rights or interest.


 


3.6.     There
is no litigation or dispute (including, without limitation by any former employer or
customer of Seller) arising from, or relating to, any of the Sold Assets pending, or to the Knowledge of Seller, threatened. To
the Knowledge of Seller, there is no basis for any such litigation or dispute, including, without limitation, no basis for a dispute
by any former employer of any employee of the Seller.


 


3.7.     Except
for implied non-exclusive licenses to use equipment sold or leased by Seller or to receive water treatment services utilizing
the INTEGRA Systems, Seller has not granted any license, sublicense, option or other rights to any of the Sold Assets.


 


3.8.     All
Intellectual Property developed during Seller's ownership of the Sold Assets were original
works of Seller.









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ARTICLE
IV


 


REPRESENTATIONS
AND WARRANTIES OF BUYER


 


4.1.      Buyer
is a company duly incorporated, validly existing and in good standing under the laws of the State of Nevada, and has full
legal capacity, power and authority to enter into and execute this Agreement.


 


4.2.      Buyer
has full right, power and authority to carry out the terms and provisions of this Agreement
and the agreements attached or exhibits to this Agreement without the need for any action, consent, approval or release of any
third party, and carrying out of the terms and provisions of this Agreement and the agreements attached or exhibits to this Agreement
will not conflict with, or result in a breach of the terms or provisions of, nor be an event of default under, any contract, lease
or agreement or other obligation to which Buyer is bound.


 


4.3.      This
Agreement and the exhibits to this Agreement, when executed and delivered, constitute the lawful, valid and binding obligations
of Buyer and is enforceable against Buyer in accordance with its terms.


 


4.4.      The
financial statements of Buyer that are included in documents filed by Buyer with the Securities and Exchange Commission on
or after December 23, 2013 do not contain any misstatements of material facts and do not omit to state any material facts which
are required to make facts stated not misleading.


 


ARTICLE
V


 


ADDITIONAL
AGREEMENTS


 


5.1.      Seller
hereby grants to Buyer a non-exclusive license of the Intellectual Property for the sole
purpose of conducting the tests contemplated by this Agreement on the Test System. Test results shall be the property of Buyer
but must be held confidential unless and until the Buyer exercises the Purchase Option as described in Section 2.4 of this Agreement;
Buyer shall share the test results with Seller within two business days of the test(s). Upon the Option Exercise, such license
shall expand to enable Buyer to market and sell the INTEGRA Systems as title to the INTEGRA Systems passes to Buyer under Section
2.5; provided, however, such license shall automatically be revoked and terminated, and Buyer agrees to immediately cease any
use of the Intellectual Property, including the use, marketing, and sale of INTEGRA Systems, if Buyer fails to make a timely payment
of the Exercise Price as set forth in Section 2.5.


 


5.2.      Title
to the Intellectual Property shall remain with Seller until Buyer has paid in full the
Exercise Price to Seller, at which time title will pass to Buyer.


 


5.3.      If
the Purchase Option expires without being exercised by Buyer, Buyer will return the Test System to Seller at Buyer's expense
by any reasonable means chosen by Buyer. If any damage occurs to the Test System prior to the return of the Test System to Seller's
location, Buyer will compensate Seller for such damage to the Test System. If the Test System is damaged beyond repair, Buyer
shall pay $250,000 to Seller.


 



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5.4.      Seller
hereby agrees to indemnify and hold harmless Buyer from any liability, cost or expense (including, without limitation, reasonable
attorneys' fees and expenses) arising out of or connected with any breach by Seller of any representation, warranty or agreement
of Seller in this Agreement or in any exhibit to this Agreement.


 


5.5.      Buyer
hereby agrees to indemnify and hold harmless the Seller from any liability, cost or expense (including, without limitation, reasonable
attorneys' fees and expenses) arising out of or connected with (i) any breach by Buyer of any representation, warranty or agreement
of Buyer in this Agreement or in any exhibit to this Agreement and/or (ii) any claim by any third party against Seller arising
out of, or related to, any liability or obligation that was assumed by Buyer under this Agreement.


 


5.6.      Each
Party shall execute and deliver, from time to time after the date hereof upon the reasonable request of the other Party,
such further conveyance instruments, and take such further actions, as may be necessary or desirable to carry out the intent and
purposes of this Agreement.


 


5.7.      Sales,
use and other transfer taxes with respect to the Sold Assets shall be the responsibility
of Buyer.


 


5.8.      Seller
and Buyer acknowledge that the Excluded Marks appear on some of the Sold Assets. Buyer shall obtain no right, title, interest,
or license to use the Excluded Marks. Buyer shall, within 30 days after the date that title to that item of the Sold Assets passes
to Buyer as described in Section 2.5, remove the Excluded Marks from, or cover completely the Excluded Marks on, such item of
the Sold Assets, and provide written verification thereof to Seller promptly after completing such removal or covering. Buyer
shall not conduct any business or offer any goods or services under the Excluded Marks. Buyer shall not send, or cause to be sent,
any correspondence or other materials to any person on any stationery that contains any Excluded Marks or otherwise operate the
Sold Assets in any manner which would or might confuse any person into believing that Buyer has any right, title, interest, or
license to use the Excluded Marks.


 


5.9.      The
Exercise Price has been established taking into consideration the condition of the Sold
Assets, and Buyer acknowledges and agrees that to the maximum extent permitted by law, the sale of the Sold Assets to Buyer is
made on an "AS IS" condition and basis, with all faults, and that Seller has no obligation to make repairs, replacements
or improvements. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND,
EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, CONCERNING THE VALUE, CONDITION OR SUITABILITY OF THE SOLD ASSETS. 






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ARTICLE
VI


 


MISCELLANEOUS


 


The
Parties further agree as follows:


 





6.1.    Notices.
All necessary notices, demands, and requests required or permitted
to be given under the provisions of this Agreement shall be deemed duly given if (i) hand-delivered or (ii) one (1) business day
after deposited with a reputable overnight courier service, addressed as follows or addressed to such other addresses as any Party
shall designate from time to time by giving written notice in accordance with the provisions of this subsection:


 


	 	(a)	If
    to Seller:
	 	 	 
	 	 	1800
    Hughes Landing Boulevard, Suite 700
	 	 	The
    Woodlands, TX 77380
	 	 	Attn:
    President of Energy Services
	 	 	 
	 	 	with
    copy to:
	 	 	 
	 	 	1800
    Hughes Landing Boulevard, Suite
	 	 	700
    The Woodlands, TX 77380
	 	 	Attn:
    General Counsel
	 	 	 
	 	(b)	If
    to Buyer:
	 	 	 
	 	 	821
    Frank Street
	 	 	Sheridan,
    WY 82801
	 	 	Attn:
    Chief Executive Officer


 


6.2.     Expenses.
The Parties agree to pay the cost of their own legal fees and other
expenses incurred in the negotiation, drafting, execution and consummation of this Agreement and the closing of any purchase hereunder.


 


6.3.      Governing
Law. This Agreement is governed by Delaware law, without regard to principles that govern conflicts of law or choice of jurisprudence.


 


6.4.     Severability.
The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision.


 


6.5.     Section
Headings. The section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.


 


6.6.      Amendment;
Waiver. This Agreement may be amended, modified or terminated only by a written instrument duly executed by the Buyer and
the Seller. A Party's obligations under this Agreement may be waived only by a written instrument duly executed by the Buyer and
the Seller.


 


6.7.    Entire
Agreement. With respect to the subject matter hereof, this Agreement,
including the schedules and exhibits to this Agreement, contains the entire understanding of the Parties and there are no agreements
or undertakings between the Parties other than as expressly set forth in this Agreement. With respect to its subject matter, this Agreement
supersedes any prior understanding or agreements of the Parties. There are no conditions precedent or subsequent to the effectiveness
of this Agreement except as stated in or incorporated by reference into this Agreement. All prior negotiations, understandings,
terms and conditions are merged in this Agreement.


 



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6.8.      Third
Parties. Nothing in this Agreement shall be construed as giving any person, firm, or other entity other than the Parties
to this Agreement and their respective successors and permitted assigns, any right, remedy, or claim under or in respect of this
Agreement or any of its provisions.


 


6.9.      Benefit.
This Agreement shall be binding upon and shall inure to the benefit of the Parties to this Agreement, and their respective
heirs and legal representatives. This Agreement may not be assigned by any Party. A change of control of 30% or more of a Party
shall constitute an assignment.


 


6.10.    Specific
Performance. Each Party agrees that it will be irreparably damaged in the event that this Agreement is not specifically enforced
and, accordingly, all obligations to perform under this Agreement by any Party hereto, shall be enforceable by the other Party
hereto by a decree of specific performance.


 


6.11.    Construction.
This Agreement is the result of negotiations between the Parties and their respective counsel. This Agreement shall not be construed
more strictly against one Party than any other because it may have been drafted by either Party or its counsel and each Party
hereby acknowledges and agrees that it has contributed substantially and materially in the negotiation and drafting of this Agreement.


 


6.12.    Delay
Not Waiver. Any delay in enforcing a Party's right under this Agreement or any waiver as to a particular default or other
matter will not constitute a waiver of such Party's rights to the future enforcement of its rights under this Agreement, except
only as to an express written and signed waiver to a specific matter for a specific period of time.


 


6.13.    Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same agreement. The Parties agree that facsimile or electronic signatures shall be as effective as
if originals.


 


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IN
WITNESS WHEREOF, the Parties have caused this Test System and Intellectual Property Option Agreement to be executed in such form
as to be binding, all as of the day and year first above written.


 


	 	SELLER:
	 	 
	 	LAYNE
    CHRISTENSEN COMPANY, a Delaware corporation
	 	 	 
	 	By:	/s/
    Kent M. Wartick
	 	 	Name:
    KENT M. WARTICK
	 	 	Its:
         DIVISION PRESIDENT
	 	 	 
	 	


BUYER:



	 	 
	 	NEXT
    FUEL, INC., Nevada corporation, (SEAL)
	 	 
	 	By:	/s/
    Robert Craig
	 	 	Name:
    Robert Craig
	 	 	Its:
         Chief Executive Officer







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LIST
OF SCHEDULES AND EXHIBITS


 


	Schedule
    1.1	Intellectual
    Property
	 	 
	Schedule
    1.3(a)	INTEGRAL
    Systems
	 	 
	Exhibit
    A	Assignment
    Agreement








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EXHIBIT
A


 


ASSIGNMENT
AGREEMENT


 


THIS
ASSIGNMENT AGREEMENT (this "Assignment"), made and entered into as of the ______ day of __________________,
20__, by and between Layne Christensen Company, a Delaware corporation (hereinafter "Seller") and
NEXT FUEL, INC., a Nevada corporation (hereinafter "Buyer"). All capitalized terms if not defined
in this Assignment shall have the meanings set forth in the Option Agreement (as defined below).


 


WITNESSETH:


 


WHEREAS,
pursuant to an INTEGRA Test and Intellectual Property Option Agreement dated _________________,
2014 (the "Option Agreement"), Buyer has exercised its Purchase Option to purchase all of
Seller's right, title, and interest in and to all of Sold Assets and has paid an installment payment of $___________
of the Exercise Price to Seller; and


 


WHEREAS,
the Parties wish to evidence the sale and assignment of the Sold Assets by executing and delivering this Assignment;


 


NOW
THEREFORE, for good and valuable consideration, the receipt of which is hereby mutually acknowledged, the Parties, intending to
be legally bound, hereby agree as follows:


 


1.1
      Conveyance of Rights. Seller hereby transfers, grants, conveys, assigns, and
relinquishes exclusively to the Buyer all of Seller's right, title, and interest in and to the following Sold Assets, in perpetuity
(or for the longest period of time otherwise permitted by law): _____________.


 


1.2
       Benefit. This Assignment shall be binding upon and shall inure to the benefit
of the Parties, and their respective heirs and legal representatives. This Agreement may not be assigned by any Party, but this
provision shall not limit Buyer's right to transfer any of the Sold Assets, including Intellectual Property.


 


1.3
       Counterparts. This Assignment may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. The Parties
agree that facsimile or electronic signatures shall be as effective as if originals.


 


[REMAINDER
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IN
WITNESS WHEREOF, the Parties have executed this Assignment Agreement as of the day and year first above written.


 


	 	SELLER:
	 	 
	 	LAYNE
    CHRISTENSEN COMPANY, a Delaware corporation
	 	 
	 	By:	
	 	 	Name:	
	 	 	Its:	
	 	 	 	 
	 	BUYER:
	 	 
	 	NEXT
    FUEL, INC., a Nevada corporation (SEAL)
	 	 
	 	By:	
	 	 	Name:	Robert
    Craig
	 	 	Its:	Chief Executive
    Officer


 



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SCHEDULE
1.1


 


INTELLECTUAL
PROPERTY


 


	1.	U.S.
                                         Patent No. 7,288,186 entitled "Filtrate immersed activation assembly for disk filters"
                                         issued October 30, 2007 and any and all foreign counterpart patent applications currently
                                         existing or filed in the future.
	 	 
	2.	U.S.
                                         Patent No. 8,114,287 entitled "Surface purveyed filtration device" issued February
                                         14, 2012 and any and all foreign counterpart patent applications currently existing or
                                         filed in the future.
	 	 
	3.	U.S.
                                         Patent No. 6,752,920 entitled "Integral valved filter" issued June 22, 2004
                                         and any and all foreign counterpart patent applications currently existing or filed in
                                         the future.
	 	 
	4.	U.S.
                                         Patent No. 8,303,825 entitled "Surface purveyed filtration process" issued
                                         November 6, 2012 and any and all foreign counterpart patent applications currently existing
                                         or filed in the future.
	 	 
	5.	U.S.
                                         Trademark Registration No. 4134263, "I"
	 	 
	6.	U.S.
                                         Trademark Registration No. 4134264, "INTEGRA"



 



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SCHEDULE 1.3(a)


Omitted Due to Reasons of Confidentiality


 










 


14