EXCLUSIVE
LICENSE FOR ADDITONAL
TERRITORES


PURCHASE
ORDER FOR PROTOTYPE


 


THIS
AGREEMENT made as
of the 31st
of August 2014.


 


BETWEEN:


 


ME
RESOURCE CORP., a
corporation incorporated under
the laws of
the Province of British
Columbia and having
its head office
at Suite 900 555 Burrard Street,
Vancouver, British Columbia, Canada V7X 1M8.


 


(hereinafter
called "MEC")


 


OF
THE FIRST PART


 


AND


 


WELL
POWER INC., a
company incorporated under
the laws of
the NEVADA, and having
its head office at
Suite #910, 11111
Katy Freeway Houston, Texas
77079


 


(hereinafter
called the "WPI")


 


OF
THE SECOND PART


 


WHEREAS
MEC is the
developer and manufacturer
of the products
listed and described in
technical detail in
the Exclusive License and Distribution
Agreement dated January 22, 2014. ("Exclusive
License")


 


WHEREAS,
MEC and WPI
understand that prior
to exclusivity being granted
to WPI, a full-scale
pilot project will
have to be
established within the
prescribed Territory, at a site
determined by WPI and agreed upon by
all parties.


 


WHEREAS,
WPI has obtained
from MEC the
exclusive right to
distribute and deploy the
Products in Texas
and first right
of refusal to oil and gas
producers, operators, and service providers (hereto after referred
to as the
"Territory") on the terms
and subject to the conditions
contained in the Exclusive
License.


 


And
WHEREAS, WPI wishes
to extend its License
to Additional Territory
of Montana; and wishes to
issue a purchase
order for one Micro Refinery
Test Units on
the terms and subject to
the conditions contained herein
set out.


 


NOW
THEREFORE THIS AGREEMENT
WITNESSES that in
consideration of the respective
covenants and agreements
of the parties
contained herein,
the sum of
one dollar now paid by each
party hereto to each
of the other parties hereto, and
other good and valuable consideration
(the receipt and sufficiency of which hereby
acknowledged by each of
the parties hereto), it is
agreed as follows:


 


1.                                     
Appointment of Additional
Territory


 


		1.1.	MEC
                                         appoints WPI
                                         as its
                                         exclusive distributor in
                                         the additional
                                         territory of Montana ("Additional
                                         Territory")
                                         for the
                                         Products upon the terms
                                         and conditions herein set out;
                                         and on the terms and subject
                                         to the conditions contained in the Exclusive License.



 


		1.2.	The
                                         WPI hereby
                                         accepts its
                                         appointment as its
                                         exclusive distributor
                                         in the Additional
                                         Territory and
                                         agrees to purchase
                                         the Products
                                         from MEC
                                         upon the terms and
                                         conditions herein set out;
                                         and on the
                                         terms and subject to the conditions
                                         contained in the Exclusive License.



 


2.                                     
Additional Territory
Fee


 


		2.1	A
                                         $250,000 non-refundable
                                         license payment
                                         for the
                                         exclusive distribution
                                         rights to
                                         distribute or
                                         deploy the
                                         Products in
                                         the Additional
                                         Territory, except as herein
                                         provided. The payment will
                                         be invoiced
                                         and due
                                         in 60 days. This fee will
                                         be used towards
                                         the engineering and
                                         development of a Territory specific
                                         full-scale pilot
                                         project and only after the successful operation
                                         of this pilot project, will the
                                         exclusive license
                                         be granted.
                                         WPI understands the Products are in
                                         the early stage of development and
                                         prototype needs to
                                         be developed specifically for
                                         operation in
                                         each Territory; and MEC cannot concisely
                                         design and will not
                                         be liable
                                         for any specific
                                         deliverables of the Micro Refinery Units.



 


		2.2	These
                                         Additional Territories
                                         will be
                                         considered as
                                         an amendment to
                                         the original Territory
                                         of Texas
                                         and will
                                         be considered
                                         under the
                                         same terms and subject
                                         to the
                                         same conditions
                                         as the definition of
                                         Territory contained in
                                         the Exclusive License.



 



    	 



    	 



    

 





3.                                     
Purchase Order for
a Prototype Micro
Refinery Unit


 


		2.1	WPI
                                         specifies this agreement
                                         as a
                                         purchase order
                                         for a
                                         Prototype Micro Refinery
                                         Unit. This
                                         unit will
                                         be skid
                                         mounted (transportable)
                                         and have
                                         the ability to process a maximum of 100 MCF/day
                                         of natural gas into stable
                                         liquid hydrocarbons and fuel quality gas
                                         to be
                                         used to produce power
                                         from external natural gas power generators.
                                         This Prototype
                                         Micro Refinery
                                         Unit will
                                         be developed into a full-scale
                                         pilot project and will be
                                         used for research and development purposes.



 


		2.2	The
                                         total price
                                         for this
                                         Prototype Micro
                                         Refinery Unit
                                         will be
                                         USD$1,200,000 with a
                                         30% Deposit
                                         due upon
                                         acceptance of
                                         the purchase
                                         order and
                                         issuance of invoice.



 


GENERAL
CONTRACT PROVISIONS


 


		3.1	All
                                         notices,
                                         requests,
                                         demands, purchase
                                         orders or
                                         other communications
                                         (collectively, "Notices")
                                         by the
                                         terms hereof
                                         required or
                                         permitted to
                                         be given
                                         by one party to
                                         any other party, or
                                         to any other person shall be given
                                         in writing by personal
                                         delivery or by
                                         registered mail, postage prepaid, and
                                         by facsimile transmission
                                         to such other party
                                         as follows:



 


(a)               
To MEC at:ME Resource
Corp.


Suite
900, 555 Burrard
Street,


Vancouver,
British Columbia, Canada
V7X 1M8


Tel:
(604) 893 7033


Fax:
(604) 692 2801


 


(b)              
To WPI at: Well
Power Inc.


C/o:
Cane and Clark


3273
Warm Springs Rd.


Las
Vegas, NV 89120


Tel:
702.312.6255


Fax:
702.944.7100


 


or
at such other address
as may be
given by such
person to the
other parties hereto in
writing from time
to time.  If
any party bound hereby or any
permitted transferee of shares hereunder
shall not have given the parties hereto
notice setting forth an address for
the giving of Notices, the Notice
for such person shall be
deemed to have been properly given
if given in accordance with
the terms hereof as if given
to the transferor(s) of such shares.


 


All
such Notices shall
be deemed to have
been received when
delivered or transmitted, or,
if mailed, 48
hours after 12:01 a.m. on the day following the
day of the mailing thereof. If
any Notice shall
have been mailed and if regular mail
service shall be interrupted by strikes
or other irregularities, such Notice shall
be deemed to have been received 48 hours
after 12:01 a.m. on the day following the resumption
of normal mail service, provided that
during the period that regular mail service shall
be interrupted all Notices shall be given
by personal delivery or by facsimile transmission.


 


		3.2	The
                                         parties shall
                                         sign such
                                         further and
                                         other documents,
                                         cause such meetings to
                                         be held,
                                         resolutions passed
                                         and by-laws
                                         enacted,
                                         exercise their cote and influence,
                                         do and perform
                                         and cause to be
                                         done and performed such
                                         further and
                                         other acts and
                                         things as may be
                                         necessary or desirable in order
                                         to give full effect
                                         to this Agreement and every
                                         part thereof.



 


		3.3	This
                                         Agreement may
                                         be executed
                                         in several
                                         counterparts, each
                                         of which
                                         so executed shall
                                         be deemed
                                         to be
                                         an original
                                         and such counterparts
                                         together shall
                                         be but one and the same
                                         instrument.



 


		3.4	Time
                                         shall be
                                         of the
                                         essence of
                                         this Agreement
                                         and or
                                         every part
                                         hereof and no
                                         extensions or
                                         variation of
                                         this Agreement
                                         shall deploy as a
                                         waiver of this provision.



 


		3.5	This
                                         Agreement constitutes
                                         the entire
                                         Agreement between
                                         the parties
                                         with respect to
                                         all of
                                         the matters herein
                                         and its
                                         execution has
                                         not been induced by,
                                         nor do any
                                         of the parties rely
                                         upon or regard as
                                         material, any representations or writings
                                         whatever not incorporated herein
                                         and made
                                         a part hereof and
                                         may not be
                                         amended or
                                         modified in any
                                         respect except by written instrument
                                         signed by
                                         the parties hereto.
                                         The Schedules
                                         referred to herein are incorporated herein
                                         by reference and
                                         form part of the Agreement.



 


		3.6	This
                                         Agreement shall
                                         ensure to
                                         the benefit of
                                         and be
                                         binding upon
                                         the parties and
                                         their respective
                                         heirs, executors, administrators,
                                         successors, legal representatives
                                         and permitted assigns.



 


		3.7	Unless
                                         otherwise provided
                                         for herein,
                                         all monetary
                                         amounts referred
                                         to herein shall
                                         refer to
                                         the lawful
                                         money of
                                         Canada.



 



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		3.8	The
                                         division of
                                         this Agreement into
                                         articles and
                                         sections is
                                         for convenience of
                                         reference only
                                         and shall
                                         not affect
                                         the interpretation or construction of this
                                         Agreement.



 


		3.9	This
                                         Agreement shall
                                         be governed
                                         by and construed in
                                         accordance with the
                                         laws of
                                         the Province
                                         of British
                                         Columbia and
                                         the federal
                                         laws of Canada applicable therein
                                         and each of the parties hereto
                                         agrees irrevocably to conform to
                                         the non-exclusive jurisdiction of
                                         the Courts of such Province.



 


		3.10	In
                                         this Agreement,
                                         words importing
                                         the singular
                                         number shall
                                         include the plural
                                         and vice
                                         versa, and
                                         words importing
                                         the use
                                         of any
                                         gender shall include the
                                         masculine, feminine and neuter genders
                                         and the word "person" shall
                                         include an individual,
                                         a trust, a partnership, a body corporate,
                                         an association or
                                         other incorporated
                                         or unincorporated organization or
                                         entity.



 


		3.11	When
                                         calculating the
                                         period of
                                         time within
                                         which or
                                         following which
                                         any act is
                                         to be
                                         done or
                                         step taken
                                         pursuant to this Agreement, the date
                                         which is the reference date in calculating such period shall
                                         be excluded.  If the
                                         last day of
                                         such period is
                                         not a Business Day, then the time
                                         period in question shall end on
                                         the first
                                         business day following such
                                         non-business day.



 


		3.12	Any
                                         references in
                                         the Agreement
                                         to any
                                         law, by-law,
                                         rule, regulation, order
                                         or act
                                         of any
                                         government,
                                         governmental body
                                         or other
                                         regulatory body
                                         shall be construed as a reference
                                         thereto as
                                         amended or re-enacted from time to
                                         time or
                                         as a reference to any successor thereto.



 


		3.13	If
                                         any
                                         Article,
                                         Section or
                                         any portion
                                         of any
                                         Section of this
                                         Agreement is
                                         determined to
                                         be unenforceable or
                                         invalid for any
                                         reason whatsoever
                                         that unenforceability or invalidity shall
                                         not affect the enforceability or validity
                                         of the
                                         remaining portions of this Agreement
                                         and such unenforceable or invalid Article, Section
                                         or portion thereof
                                         shall be severed
                                         from the remainder of
                                         this Agreement.



 


		3.14	In
                                         the event
                                         of conflict
                                         between one
                                         or any
                                         portion of
                                         any Section
                                         of these Terms
                                         and Conditions
                                         and of
                                         the terms
                                         of any
                                         previous agreements, the provisions of these Terms and Conditions
                                         shall prevail.



 


		3.15	The
                                         parties hereto
                                         agree that
                                         this Agreement
                                         may be
                                         transmitted by
                                         facsimile or
                                         such similar
                                         devise and
                                         the reproduction
                                         of signatures
                                         by facsimile or
                                         such similar
                                         device will be treated as
                                         binding as if original and
                                         each party
                                         hereto undertakes
                                         to provide
                                         each and every other
                                         party hereto with a
                                         copy of the Agreement bearing original
                                         signatures forthwith upon demand.



 


IN
WITNESS WHEREOF the
parties have duly
executed this Distribution
Agreement as of the
date first above
written.


 


	ME
    Resource Corp.
	 
	Per:
    /s/ N S Jagpal
	Navachand
    Jagpal
	 
	Well
    Power, Inc.
	 
	Per:
    /s/ Dan Patience
	Dan
    Patience


 








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