Filed by Automated Filing Services Inc. (604) 609-0244 - Wescorp Energy Inc. - Exhibit 10.1






 LICENSE AGREEMENT 

 THIS LICENSE AGREEMENT (“Agreement”) is made and
  is effective 

  as of December 6. 2001. (“Effective Date”) 


BETWEEN:



FLOWRAY INC. 


 (“Licensor”) 

 and 

 FLOWSTAR TECHNOLOGIES INC. 


(“Licensee”)



BACKGROUND: 


	A.	Licensor has purchased and developed technology and know-how
      related to certain flow meters, totalizers, hand-held and fixed flare stack
      igniters, and other market applications and is the sole legal and beneficial
      owner of such technologies and of certain intellectual property rights therein.
	 	 
	B.	Licensor is the sole legal and beneficial owner of certain
      molds used in the plastic injection of parts and the Licensee wishes to
      use such molds.
	 	 
	C.	Licensee wishes to license such technology and know-how in
      order to manufacture, market and distribute certain products. and Licensor
      wishes to grant such license to Licensee.
	 	 
	D.	The Parties wish to formally set forth the terms and conditions
      of this Agreement.


 Agreement 


For valuable consideration, the receipt of which each Party acknowledges the Parties agree as follows:


	1. 	Definitions ~ In this Agreement:
	 	 
	(a)	“Confidential Information” means any and
      all information provided by either Party to the other in connection with
      this Agreement. including but not limited to the Technology, this Agreement.
      and all techniques. trade secrets. sketches. drawings. works of authorship.
      models. inventions. knowhow-. processes. apparatuses. equipment. ideas.
      formulae. algorithms. concepts. software products. software are source documents.
      and test results related to the current, future and proposed products of
      each Party. and including, without limitation, their respective information
      concerning research. experimental work. development, design details and
      specifications. engineering, unpublished financial information. procurement
      requirements. purchasing. manufacturing, customer lists. investors, employees,
      business and contractual relationships, business forecasts. sales and merchandising.
      marketing plans and information the disclosing party provides regarding
      third Parties.
	 	 
	(b)	“License” means the license granted hereunder
      by Licensor to Licensee to use the Technology under the terms and conditions
      of this Agreement.



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	(c)	“Parties” means Licensor and
      Licensee collectively, and “Party” means each individually.
	 	 
	(d)	“Person” means an individual,
      a corporation. a society, a partnership. a government or any government
      department or agency. a trustee, any unincorporated organization and includes
      the heirs and legal representatives of an individual.
	 	 
	(e)	“Product” or “Products”
      means those products of the Licensor current at the relevant time.
	 	 
	(f)	“Technology” means any and all
      present and future patents, know-how. data and information of any kind relating
      to certain flow meters. totalizers, hand-held and fixed flare stack igniters.
      and other related market applications, owned or developed in whole or part
      by Licensor.
	 	 
	(g)	“Territory” means the entire
      world.
	 	 
	2.	License
	 	 	 
	2.1 	Grant of License. Subject to the provisions
      of this Agreement Licensor hereby grants to Licensee and Licensee hereby
      accepts:
	 	 	 
	 	(a)	a non-exclusive license (including the right to grant sublicenses
      with the written consent of the Licensor) in the Technology for the purpose
      of making, having made, using. marketing and selling the Products in the
      Territory.
	 	 	 
	 	(b)	a non-exclusive license to all of Licensor’ s trademarks
      and logos subject to the provisions of this Agreement.
	 	 	 
	2.2 	Technical Assistance. Licensor, at its
      ox 11 cost and expense, will provide to Licensee, any and all technical
      assistance, as Licensee (and its sublicensees) will reasonably require in
      connection x 4th the exercise of the license granted pursuant to paragraph
      2.1 above.
	 	 
	2.3	Reservation of Rights. Licensee acknowledges
      and agrees that. in spite of the License granted under this Agreement, Licensor
      will be the sole and exclusive owner of all right. title and interest in
      and to the Technology and Licensee has no rights in or to the Technology
      other than the license rights specifically granted under this Agreement.
      Licensor reserves all other rights to the Technology
	 	 
	2.4 	Restrictions. Except as permitted under
      this Agreement, it is understood and agreed between Licensor and Licensee
      that the Licensee will not:
	 	 	 
	 	(a)	directly or indirectly manufacture, sell, or distribute,
      or facilitate in any manner (including the lending of money or the guaranteeing
      of any debts or obligations) the manufacture, sale, or distribution of the
      Products. either individually or in partnership, or jointly or in conjunction
      with, any other Person: or
	 	 	 
	 	(b)	directly or indirectly assist (as a director. shareholder,
      partner, or in any other capacity) any Person to manufacture. sell, or distribute
      the Products: or
	 	 	 
	 	(c)	have any direct or indirect interest or concern (as a director,
      shareholder, partner, or in any other capacity) in or with any Person. if
      any part of the activities of that Person consists of the manufacture, sale,
      or distribution of the Products or the facilitation in any manner of the
      sale of the Products.
	 	 	 
	 	Without the express written consent and authorization
      of Licensor.
	 	 	 
	2.5 	it is understood and agreed between Licensor
      and Licensee that if the Licensee fails to strictly comply with the provisions
      of paragraph 2 4 of this Agreement that such a failure constitutes a



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	 	material breach of this Agreement and Licensor
      may terminate this Agreement in accordance with the provisions of paragraph
      8 of this Agreement.
	 	 
	3.	Licensor’s Rights and Obligations
	 	 
	3.1 	Support. Licensor will provide the following
      support to Licensee:
	 	 	 
	 	(a)	engineering and design support:
	 	 	 
	 	(b)	marketing support. documentation. and requirements for correct
      trademark usage.
	 	 
	3.2 	Supply. Licensor will supply to Licensee
      (and any of its sublicensees) all of Licensees (and any such sublicensees’)
      the Technology to enable Licensee (and any such sublicensees) to make the
      Products.
	 	 
	3.3 	Audit Right. Licensor will have the right
      six (6) months from the Effective Date, and at six (6) mouth intervals thereafter,
      to conduct an audit review, to verify the Licensee is compliant with the
      provisions of this Agreement.
	 	 
	4.	Licensee’s Obligations
	 	 
	4.1 	The Licensee will:
	 	 	 
	 	(a)	package and label the Products according to the instructions
      given by Licensor;
	 	 	 
	 	(b)	manufacture according to the standards of Licensor, such
      standards to be commercially reasonable and provided to the Licensee by
      Licensor;
	 	 	 
	 	(c)	comply with all trademark usage requirements set out by the
      Licensor;
	 	 
	4.2 	Customer Support and Warranty. Licensee
      will be responsible for providing any support directly to distributors,
      resellers. or end users of the Product. Licensee is responsible for providing
      a ninety (90) day warranty and customer support for any Product. In addition,
      Licensee will provide to Licensor, upon request, from time to time, any
      Product that has been returned under a warranty so that Licensor may conduct
      testing thereof and on a quarterly basis, a written report setting out warranty
      claims and their resolution.
	 	 
	4.3 	Records Retention. Licensee will keep
      complete and accurate records pertaining to the sale of the Product. Such
      records will be maintained for a three (3) year period following the year
      in which any such payments were made hereunder.
	 	 
	5.	Payment
 License Fees. In consideration
      of the License granted under this Agreement, Licensee will pay
	 	 
	5.1	 to Licensor a royalty of ten percent (10%) of
      the gross sales of all Products sold (“Royalty Payment’). The
      Royalty Payment will be paid on a quarterly basis.
	 	 
	5.2	 Late Payments. All late payments will
      accrue interest at a rate of one and a half percent (0.75%) per month, (9%
      per annum).
	 	 
	5.3 	Taxes. All payments by Licensee will be
      made free and clear of all and any manner of taxes.

      Any such taxes. which are otherwise imposed on payments to Licensee, will
      be the sole responsibility of Licensee. Licensee will provide Licensor with
      official receipts issued by the appropriate taxing authority or such other
      evidence as is reasonably requested by Licensor to establish that such taxes
      have been paid.



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	6. 	Representations and Warranties
	 	 	 
	6.1 	Mutual Representations and Warranties.
      Each Party represents and warrants that they have full power and authority
      to execute and deliver this Agreement and to grant the licenses contemplated
      in this Agreement, to perform its obligations under this Agreement, and
      to consummate the transactions contemplated by this Agreement and the transactions
      contemplated by this Agreement will not violate any applicable law, rule
      or regulation and will not conflict with, or result in a breach of. any
      of the terms of. or constitute a default under. any agreement to which Licensor
      is a party or by which it is bound.
	 	 	 
	6.2	 Infringement. To the best of Licensor’s
      knowledge. the manufacture. use or sale of the Technology by Licensee under
      this Agreement will not infringe any patent, copyright, trade secret or
      other proprietary right of any third party.
	 	 	 
	6.3 	No Representation. In spite of paragraph
      6.2, Licensor makes no representation or warranty: 
	 	 	 
	 	(a) 	as to the efficacy or usefulness of the Technology; 
	 	(b) 	that any of the registrations with respect to the Technology,
      including, but not limited to, any patents therein, is or will be valid
      or subsisting; and
	 	 (c) 	that any of the applications with respect to the Technology
      will proceed to grant.
	 	 	 
	6.4	Exclusion of Other Warranties. Except
      as expressly stated in this Agreement. there are no express or implied warranties
      or conditions in relation to the Technology or any modifications, enhancements
      or improvements thereto, including implied warranties or conditions of merchantable
      quality, fitness for a particular purpose.
	 	 	 
	7.	Liability
	 	 	 
	7.1 	Indemnification. The Parties agree to
      indemnify and hold each other harmless from and against any and all claims,
      losses, liabilities, damages. expenses and costs, including, without limitation.
      reasonable fees for attorneys and court costs, which result from a breach
      of any of the warranties set forth in this Agreement.
	 	 	 
	7.2 	Liability for Manufacture or Use. Licensee
      will be responsible for its own acts and omissions relating to the manufacture
      and use of the Product and Licensor will not indemnify Licensee for costs,
      expenses, liability, damages or claims, for any injury or death to persons
      or damage to or destruction of property or other loss or damages arising
      out of or in connection with any Product made or used by Licensee, except
      as stated in this Agreement.
	 	 	 
	7.3 	Waiver of Consequential Damages. Except
      for breaches of License grants or of a Party’s confidentiality obligations,
      in no event will either Party be liable to the other for any lost profits,
      lost savings, or any other incidental, special, punitive or consequential
      damages, even if such Party has been advised of the possibility of such
      damages, whether in an action under statute, contract. tort (including negligence)
      or otherwise. arising out of or in connection with this Agreement or in
      connection with the granting or use of the Licenses hereunder.
	 	 	 
	8. 	Term and Termination
	 	 	 
	8.1 	Term. This Agreement will commence as
      of the Effective Date and, unless sooner terminated as provided in this
      Agreement, will continue for a period of three (3) years (the “Tern’).
      Thereafter the Tern shall automatically renew for successive one-year periods
      unless either Party gives



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	 	written notice of its intent not to renew no
      less than 90 days prior to the expiration of the initial or am subsequent
      renewal term.
	 	 	 
	8.2 	Termination by Default. If an Event of
      Default occurs, as defined below. then either Party may terminate this Agreement
      immediately. An “Event of Default” means the occurrence of any
      or more of the following:
	 	 	 
	 	(a)	a Party takes advantage of the insolvency laws of an jurisdiction:
	 	 	 
	 	(b)	a Party makes an assignment in bankruptcy or is adjudicated
      a bankrupt:
	 	 	 
	 	(c)	a Party makes a general assignment in bankruptcy for the
      benefit of its creditor:
	 	 	 
	 	(d)	a Party has a receiver. administrator or manager of its property,
      assets or undertaking appointed in such circumstances as would substantially
      affect the Party’s ability to perform under this Agreement;
	 	 	 
	 	(e)	a Party is ordered by any court of competent jurisdiction
      to be wound up;
	 	 	 
	 	(f)	a Party becomes insolvent or makes a sale in bulk of its
      assets;
	 	 	 
	 	(g)	a Party ceases doing business as a going concern;
	 	 	 
	 	(h)	a Party defaults in the performance of any material provision
      of this Agreement and fails to cure the breach within 30 days from receipt
      of notice from the other Party.
	 	 	 
	 	(i)	change of ownership of Licensee unless agreed to in writing
      by Licensor.
	 	 	 
	8.3 	No Damages from Termination. In the event
      this Agreement is terminated by either Party in accordance with the provisions
      of this paragraph 8, the Party so electing to terminate this Agreement will
      not be liable to the other Party for any compensation, reimbursement, or
      damages of any kind as a result thereof, other than as expressly set out
      in this Agreement. The termination of this Agreement will not, however,
      relieve either Party of any obligations or liabilities incurred before the
      effective date of such termination.
	 	 
	8.4 	Effects of Termination. Upon the expiration
      or termination of this Agreement for any reason:
	 	 	 
	 	(a)	All licenses granted hereunder, will terminate and Licensee
      agrees to refrain thereafter from representing itself as a licensee and
      to return to Licensor all tangible items in its position or under its control
      evidencing the Technology and Confidential Information of Licensor,
	 	 	 
	 	(b)	Upon the expiration or earlier termination of this Agreement,
      Licensee will have the right to sell off unsold units of any Products for
      a period of one hundred eighty (180) days (the “Sell-Off Period”),
      provided that this Agreement has not been terminated as a result of Licensee’s
      defaults hereunder.
	 	 	 
	 	(c)	Each Party will return to the other Party all Confidential
      Information and other materials of the other that were held by each under
      the terms of this Agreement
	 	 	 
	 	(d)	Paragraphs 2.3. 6.3. and 7.1 will continue in frill force
      and effect. Nothing in this paragraph 8 will be construed so as to prevent
      or restrict a claim for damages. 
	 	 	 
	9.	General
	 	 	 
	9 1 	Entire Agreement. This Agreement constitutes
      the entire agreement between the Parties and supersedes all prior negotiations
      and agreements between the Parties concerning its subject matter.
	 	 	 
	9.2 	Further Assurances. Each Party will do
      such acts and execute such further documents, conveyances, deeds, assignments.
      transfers and the like, and will cause the doing of such acts and



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	 	will cause the execution of such further documents as are within its power
      as any other Party may in writing at any time and from time to time reasonably
      request be done and or executed. in order to give full effect to the provisions
      of this Agreement. 
	 	 
	9.3 	Assignment. Each Pare to this Agreement will not assign, transfer
      or dispose of all or any right or obligation under this Agreement to any
      third party without the prior written approval from the other Party, which
      will not be unreasonably withheld. 
	 	 
	9.4 	Waiver and Amendment. No failure or delay by either Party in exercising
      any of its rights under this Agreement will be considered to be a waiver
      of that right, and no waiver by either Party of a breach of any provision
      of this Agreement will be considered to be a waiver of any subsequent breach
      of the same or any other provision. No modification, amendment, supplement
      to or waiver of this Agreement or any Schedule hereunder, or any of their
      provisions will be binding upon the Parties hereto unless made in writing
      and duly signed by both Parties.
	 	 
	9.5 	Successors. This Agreement will endure to the benefit of and be
      binding upon each of the Parties and each of the Parties’ successors
      and permitted assigns.
	 	 
	9.6 	Severability. If any provision of this Agreement is invalid,
        illegal or unenforceable under any applicable statute or rule of law,
        it is to that extent to be considered omitted. The remainder of the Agreement
        will be valid and enforceable to the maximum extent possible.

	 	 
	9.7 	Headings. The section headings of this Agreement are inserted as
      a convenience only, and will not affect the interpretation of its provisions.
	 	 
	9.8 	Single, Plural, and Gender Terms. Where the context of the Agreement
      requires, singular terms will be considered plural, and plural terms will
      be considered singular and any words importing any gender include any other
      gender. 
	 	 
	9.9 	Notices. All notices and requests in connection with this Agreement
      will be deemed given as of the day they are received by messenger, delivery
      service, or by mail, postage prepaid, certified or registered, return receipt
      requested and addressed as follows: 




	 	FLOWRAY INC.	FLOWSTAR TECHNOLOGIES INC.
	 	8709 50th Avenue	8709 50th Avenue
	 	Edmonton, Alberta, T6E 5H4	Edmonton, Alberta, T6E 5H4
	 	 	 
	9. 10	Independent Parties. Nothing in this Agreement will
      be construed as creating any existing partnership, joint venture. fiduciary
      or agency relationship between the Parties, or as authorizing either Party
      to act for the other. The Parties to this Agreement are independent contractors.
    
	 	 
	9. 11 	Dispute Resolution. All disputes concerning the terms
      and conditions of this Agreement that cannot be resolved between the Parties
      will be subject to arbitration under the Arbitration Act of Alberta.
      This paragraph does not apply to situations where a Party has committed
      a major breach under the terms of this Agreement. 
	 	 
	9 12 	Governing Law and Forum. The validity. construction.
      and performance of this Agreement is governed by the laws of the Province
      of Alberta. Any legal action with respect to this Agreement



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	 	may be brought only in the Province of Alberta. The United Nations Convention
      on Contracts for the International Sale of Goods will not apply to this
      agreement or to the subject mailer hereof.
	 	 
	9. 13 	Currency. All references to dollar amounts in this Agreement or
      other money amount expressed in terms of lawful money of Canada. 
	 	 
	9. 14	Force Majeure. Neither Party xx ill be liable for any delay or
      default in performance hereunder due to any cause beyond its reasonable
      control, including but not limited to acts of God or the public enemy; laws.
      regulations. acts or requests of any government or any government officer
      or agent purporting to act under duly constituted authority; wars, floods,
      fires, storms, strikes, lockouts. interruptions of transportation, freight
      embargos, or failures, exhaustion or unavailability on the open market or
      delays in delivery of material, equipment or services necessary to the performance
      of any provision hereof; or happening of any unforeseen act, misfortune
      or casualty but which performance hereunder is delayed or prevented. 
	 	 
	9.15 	Costs. Except as otherwise provided in this Agreement, the Parties
      will bear their own costs of and incidental to the preparation, execution
      and implementation of this Agreement. 
	 	 
	9.16 	Counterparts. This Agreement may be executed in any number of counterparts.
      Each executed counterpart will be considered to be an original; all executed
      counterparts taken together will constitute one agreement. 
	 	 
	 	TO EVIDENCE THEIR AGREEMENT each Party has executed this Agreement as
      of the Effective Date. 




	The corporate seal of FLOWRAY INC. was	)	 
	affixed in the presence of:	)	 
	 	)	 
	/s/ Gregory Burghardt	)	c/s
	GREGORY BURGHARDT	)	 
	President and Authorized Signatory	)	 
	 	 	 
	 	 	 
	The corporate seal of FLOWSTAR	)	 
	TECHNOLOGIES INC. was affixed in the	)	 
	presence of:	)	 
	 	)	 
	/s/ Gregory Burghardt	)	c/s
	GREGORY BURGHARDT	)	 
	President and Authorized Signatory	)	 



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