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  EXHIBIT 10.1
 November 13, 2014
 Mr. Robert Miller
 Director and CEO
 Abakan Inc.
 2665 S. Bayshore Drive,
 Suite 450, Miami,
 Florida 33133
 U.S.A.
 Dear Mr. Miller:
 UP  Scientech  Materials  Corp.  ("UP  Scientech")  is  pleased  to  present  Abakan  Inc.  ("Abakan")  this  letter
 agreement regarding its proposed capital injection and business cooperation with respect  to Abakan's  and
 its subsidiary MesoCoat,  Inc.'s  ("MesoCoat's")  PCompPTM  and CermaCladTM  technologies.   For  purposes
 of this letter, Abakan and MesoCoat shall be hereinafter jointly referred to as the "Company."
 For purposes of this letter:
 a)    "PCompPTM"  shall  mean  coatings  employing  nano-structured  ceramic-metal  composites  formed  with
 a nano-composite core and binder coating.
 b)   "CermaCladTM"  shall  mean  the  use  of  a  high  intensity  light  source  captured  in  a  reflector  to  rapidly
 fuse CRA, metal and ceramic coatings on steel pipe, plate, bar and other surfaces.
 c)    "CermaCladTM for Plate" shall mean CermaCladTM for coating steel plates.
 d)   "CermaCladTM  for Other  Applications" shall  mean CermaCladTM  for  coating surfaces  other than steel
 plates such as steel pipes and bars.
 e)    "CermaCladTM for Pipes" shall mean CermaCladTM for coating steel pipes.
 f)    References  to  PCompPTM  and  CermaCladTM  shall  include  future Company products  and  technologies
 which fall within these definitions but shall not include other products or technologies.
 We  believe  that  this  strategic  alliance  of  UP  Scientech  and  the  Company  constitutes  a  compelling
 opportunity to  commercialize  and  expand  the  markets  for  the  unique  and  valuable  technology developed
 by the Company.
 UP  Scientech  welcomes  the  prospect  of  working  with  the  Company  in  order  to  consummate  a  mutually
 beneficial  transaction.    This  letter  sets  forth  the  basis  upon  which  UP  Scientech  proposes,  subject  to
 execution  of  definitive  agreements,  receipt  of  internal/regulatory  approvals  and  satisfaction  of  certain
 other conditions as described herein or in the definitive agreements, to proceed with such a transaction.
 
1

 
  

 1.
 UP Scientech Purchase of Abakan Shares
 UP  Scientech  and  Abakan  intend  to  enter  into  a  share  subscription  agreement  (the  "SSA"),  pursuant  to
 which  UP  Scientech  shall  purchase  7,500,000  voting  common  restricted  shares  of  Abakan  (constituting
 9.52%  of  the  total  issued  and  outstanding  voting  shares  of  Abakan  on  a  fully  diluted  basis,  post  the
 issuance  of  the  7,500,000  shares  to  UP  Scientech  or  8.95%  of  the  fully  diluted  total  shares  post  the
 issuance  of  the  7,500,000  shares)  at  a  price  of  US$0.40  per  share  for  an  aggregate  purchase  price  of
 US$3,000,000.
 The Company proposes to use the proceeds from this share subscription agreement as outlined below.
 
 
 
 
 
 
  

 Description of Use of Proceeds
 Amount Raised
 $3,000,000
 
 
 
 
 
 
 
 
  

 MesoCoat G&A, Taxes & Utilities
 450,000
 
 
 
 
  

 MesoCoat PComP Capex & Consumables
 925,000
 
 
 
 
  

 MesoCoat Cermaclad Budget
 220,000
 
 
 
 
  

 MesoCoat AP (including amounts owed to Powdermet)
 810,000
 
 
 
 
  

 Alberta
 35,000
 
 
 
 
  

 Abakan G&A, AP
 560,000
 
 
 
 
  

 TOTAL
 $3,000,000
 
 
 
 
 
 
  

 2.
 Director Appointment
 
 (a)
 On the closing of the SSA, Abakan's 1) Board of Directors shall appoint one individual, tabled by
 UP  Scientech,  to  serve  as  a  member  of  Abakan's  Board  of  Directors  for  a  term  that  shall  end  the
 earlier  of  3  years  from  the  date  of  appointment  or  the  date  on  which  UP  Scientech's  fully diluted
 ownership  of  Abakan  falls  below  6.0%;  2)  over  the  duration  of  the  term  in  which  the  director
 tabled  by  UP  Scientech  serves  on  Abakan's  Board  of  Directors,  Robert  Miller,  Maria  Maz,  The
 Thomas  and  Mario  Miller  Family  Trust  and  the  Tarija  Foundation  (the  "Shareholders")  shall
 agree to vote  in favour  of the  director tabled by UP Scientech  at any annual  or special  meeting of
 Abakan's   shareholders   called   for   the   election   of   directors;   and   3)   Abakan   shall   cause   the
 Shareholders  to  issue  a  letter  prior  to  or  simultaneously  upon  execution  of  the  SSA,  undertaking
 that  they  shall  vote  in  favour  of  the  director  tabled  by  UP  Scientech  at  any  annual  or  special
 meeting  of  Abakan's  shareholders  called  for  the  election  of  directors  during  the  term  mentioned
 above.  Such  appointed  director  shall  have  all  rights  that  a  non-executive  director  normally  has,
 including  but   not   limited  to  discussion   and   approval   at   Board   of  Directors  and  committee
 meetings  of  the  budgets  that  are  present  by  management,  and  the  right  to  receive  biweekly  cash
 flow statements.
 
 (b)
 Subsequent  to  the  closing  of  the  SSA,  if  the  term  of  service  of  the  individual,  tabled  by  UP
 Scientech,  as  a  director  expires,  or  such  individual  is  not  elected  as  a  director  at  an  annual  or
 special  meeting  of  Abakan's  shareholders,  then  Abakan's  Board  of  Directors  shall  permit  UP
 Scientech to  designate an observer  to attend regularly scheduled or  special  meetings  of  the Board
 of  Directors  and  committee  meetings,  having  access  to  any  documents  available  to  a  non-
 executive  director,  including  but  not  limited  to,  the  budgets  that  are  presented  by  management
 and  biweekly cash  flow  statements,  so  long  as  UP  Scientech  holds  no  less  than  6%  of  the  voting
 shares of Abakan.
 
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 3.
 Information to be Provided to UP Scientech
 
 (a)
 The   Company  shall   further   provide   to  UP   Scientech   necessary  information  and   reasonable
 resources  and  assign  necessary  people  to  assist  UP  Scientech  to  understand  and  evaluate  the
 strength  and  edge  of  the  PComPTM  products,  including  but  not  limited  to  providing  product
 manuals,   brochures   and   information,   delivering   sufficient   product   samples   for   testing,   and
 furnishing training of UP Scientech's sales and technical representatives.
 
 (b)
 The  Company  has  furnished  UP  Scientech  with  its  plan  to  expand  the  production  capacity  of
 PComPTM  products  to  18  tons  (1.5  tons  per  month),  and  shall  provide  monthly  updates  of  the
 execution status to UP Scientech for its information.
 
 4.
 Agreement to Enter into Additional Transactions
 UP Scientech and the Company intend to enter into the following additional transactions described in this
 Section  4.  The  parties  anticipate  that  to  facilitate  the  proposed  transactions,  both  parties  need  to  further
 negotiate,   finalize,   execute   and   deliver   the   following   definitive   agreements   (containing   customary
 representations, warranties, covenants, indemnities and conditions to closing, as appropriate):
 
 (a)
 PCompPTM  Exclusive  Sales  Agency  Agreement.    An  exclusive  agency  agreement  (the  "Sales
 Agency")  for  the  PComPTM  products  between  UP  Scientech  and  the  Company  for  the  sale  of
 PComPTM products in Japan, Korea, China and Taiwan ("Jurisdictions").
 
 (i)
 UP   Scientech   shall   earn   a   sales   agency  commission   equal   to   10%   of   the   revenue
 generated  from the  sale  of PComPTM  products  in  the  Jurisdictions  during  the  first  year  of
 the  term  of  the  Sales  Agency  and  a  percentage  to  be  negotiated  for  the  period  following
 the first year of the Sales Agency.
 
 (ii)
 The  Sales  Agency  shall  have  a  three-year  term,  starting  from  the  date  on  which  the
 Company can deliver to UP Scientech PComPTM W104, W333 and W611, PComPTM T45
 and T48, PComPTM M144 and MB05TM.
 
 (iii)
 Upon   expiration   of   the   initial   three   years,   the   Sales   Agency   Agreement   shall   be
 automatically renewable  for  an  additional one  year  renewal  term  upon  the  election  of UP
 Scientech,  subject  to  satisfaction  of  the  Minimum  Sales  Volumes  for  the  initial  three
 years as shown on Exhibit A.   The terms and conditions for  renewal  after  such additional
 one year renewal term shall be determined by the parties hereto.
 
 (b)
 Exclusive PCompTM License.  After UP Scientech exercises its right to establish a PComPTM Joint
 Venture  and  upon  such  PComPTM  JV  Company  being  duly  incorporated  under  Section  5,  the
 Company  shall  grant  to  the  PComPTM  JV  Company  an  indefinite  exclusive  non-royalty  bearing
 technology license  agreement  to  use  PCompPTM  technology  to  engineer,  build,  own,  operate  and
 maintain   a   plant   to   manufacture   PComPTM   powder   products   in   Taiwan   for   sale   in   the
 Jurisdictions.
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 (c)
 Exclusive  CermaCladTM  for  Plate  License.   (i)  Upon  the  CermaCladTM  for  Plate  JV  Company  in
 Taiwan  being  duly incorporated  under  Section  5  and/or  (ii)  after  UP  Scientech  exercises  its  right
 to  establish  a  CermaCladTM  for  Plate  Joint  Venture  Outside  of  the  Jurisdictions  (defined  as  those
 territories  outside of the  Jurisdictions)  and upon the CermaCladTM for  Plate JV  Company Outside
 of  the  Jurisdictions  being  duly  incorporated  under  Section  5,  the  Company  shall  grant  to  such
 CermaCladTM  for  Plate  JV  an  indefinite  exclusive  non-royalty  bearing  license  agreement  to  use
 
  
CermaCladTM  technology  (i)  to  engineer,  build,  own,  operate  and  maintain  a  production  plant  to
 coat plate in Taiwan  for  sale  globally (or  globally but  excluding the  jurisdiction where  such  plant
 is  located  if  the  CermaCladTM  for  Plate  Joint  Venture  Outside  of  the  Jurisdictions  is  established)
 and/or  (ii)  to  engineer,  build,  own,  operate  and  maintain  a  production  plant  to  coat  plate  Outside
 of the Jurisdictions for sale in the jurisdiction where such plant is located unless otherwise agreed
 by the parties, as applicable.
 
 (d)
 Exclusive  CermaCladTM  for  Pipe  License.   After  UP  Scientech  exercises  its  right  to  establish  a
 CermaCladTM  for  Pipe  Joint  Venture,  and  upon  such  CermaCladTM  for  Pipe  JV  Company  being
 duly  incorporated  under  Section  5,  the  Company  shall  grant  to  the  CermaCladTM  for  Pipe  JV  an
 indefinite  exclusive  non-royalty  bearing  license  agreement  to  use  CermaCladTM  technology  to
 engineer,  build,  own,  operate  and  maintain  a  production  plant  to  coat  pipe  in  Taiwan  for  sale  in
 the Jurisdictions.
 
 5.
 Agreement to Establish Joint Ventures
 UP  Scientech  and  the  Company  shall  establish  a  CermaCladTM  for  Plate  Joint  Venture  in  Taiwan.   UP
 Scientech  shall  have  the  right  to  require  the  Company  to  establish  another  up  to  two  joint  venture
 companies  in  Taiwan  and  one  joint  venture  company  Outside  of  the  Jurisdictions  (together  with  the
 CermaCladTM   for   Plate   Joint   Venture   in   Taiwan,   "JV   Companies")   to   build   and   operate   plants   to
 manufacture  PComPTM  and  CermaCladTM  products.   The  primary  terms  of  the  joint  ventures  shall  be  as
 follows:
 PComPTM JV Plant
 
 (a)
 UP  Scientech  shall  have  two  years  to  exercise  its  right  to  require  the  Company  to  establish  a
 PComPTM  Joint  Venture  from  the  date  the  Company  completes  the  expansion  of  its  production
 capacity  of  PComPTM  to  18  tons  per  year  (1.5  tons  per  month)  and  notifies  UP  Scientech  in
 writing (the "Initial Date") of the increased production capacity.
 
 (b)
 UP  Scientech  shall  subscribe  to  80%  of  the  shares  of  the  PComPTM  JV  Company  in  cash,  which
 subscription  shall  pay for  100%  of  the  startup  costs  associated  the  PComPTM  JV  Company  plant,
 and  the  Company  shall  license  the  know-how  and  technology  to  the  PComPTM  JV  Company  in
 exchange for 20% of the shares of the PComPTM JV Company.
 
 (c)
 The plant can only be built in Taiwan.
 
 (d)
 UP  Scientech  shall  contribute  operating  expertise,  sales  channels  for  the  product  and  assist  the
 PComPTM JV Company to protect PComPTM related technology.
 
 (e)
 The   PComPTM   JV   Company   shall   be   licensed   to   sell   PComPTM  products   only   within   the
 Jurisdictions, unless otherwise agreed by the Company.
 
4

  
 

 (f)
 UP Scientech and the Company shall in good faith negotiate, agree on and execute a joint venture
 agreement  and  the  license  agreement  within  three  months  of  UP  Scientech's  exercise  of  its  right
 to form a PComPTM Joint Venture.
 CermaCladTM Plate JV Plant - Taiwan
 
 (a)
 Within  two  (2)  months  after  this  letter  is  executed  by  Abakan,  UP  Scientech  and  the  Company
 shall  in  good  faith  and  with  best  efforts  (i)  complete  the  financial  projection  and  the  timeline  to
 establish  the  CermaCladTM  for  Plate  Joint  Venture  -  Taiwan  and  the  timeline  to  engineer,  build,
 own,  operate  and  maintain  the  CermaCladTM  Plate  JV  Company  Plant  –  Taiwan,  (ii)  negotiate,
 agree  on  and  execute  a  joint  venture  agreement  and  the  license  agreement,  and  (iii)  proceed  with
 establishment of the CermaCladTM for Plate Joint Venture - Taiwan.
 
 (b)
 UP  Scientech  shall  subscribe  to  51%  of  the  shares  of  the  CermaCladTM  for  Plate  JV  Company  -
 
  
Taiwan  in  cash,  which  subscription  shall  pay  for  51%  of  the  startup  costs  associated  with  the
 CermaCladTM  Plate  JV  Company Plant  –  Taiwan,  and  the  Company shall  license  without  royalty
 the know-how and technology to the CermaCladTM for Plate JV Company – Taiwan and shall pay
 for  49%  of  the  startup  costs  associated  with  the  CermaCladTM  Plate  JV  Company Plant  –  Taiwan
 in exchange for 49% of the shares of the CermaCladTM Plate JV Company - Taiwan.
 
 (c)
 The plant can only be built in Taiwan.
 
 (d)
 UP  Scientech  shall  contribute  operating  expertise,  sales  channels  for  the  product  and  assist  the
 CermaCladTM for Plate JV Company - Taiwan to protect CermaCladTM  Plate related technology.
 
 (e)
 The  CermaCladTM  Plate  JV  Company  -  Taiwan  shall  be  licensed  to  sell  CermaCladTM  Plate
 products  globally,  until  such  time,  if  ever,  that  UP  Scientech  exercises  its  right  to  require  the
 Company to establish the CermaCladTM for Plate Joint Venture – Outside of the Jurisdictions, and
 
  
upon  then  the  CermaCladTM  Plate  JV  Company  –  Taiwan's  license  to  sell  CermaCladTM  Plate
 
  
products  would  be  excluding  the  jurisdiction  where  such  CermaCladTM  Plate  JV  Company  –
 Outside  of  the  Jurisdictions  is  located,  unless  otherwise  agreed  upon  by  UP  Scientech  and  the
 Company.
 CermaCladTM Plate JV Plant – Outside of the Jurisdictions
 
 (a)
 UP  Scientech  may  exercise  its  right  to  require  the  Company  to  establish  the  CermaCladTM  for
 Plate Joint Venture –  Outside of the Jurisdictions until the later of two  years from the Initial  Date
 or from the date that the Company opens its first CermaCladTM Plate plant.
 
 (b)
 UP  Scientech  shall  subscribe  to  49%  of  the  shares  of  the  CermaCladTM  for  Plate  JV  Company–
 
  
Outside  of  the  Jurisdictions  in  cash,  which  subscription  shall  pay  for  49%  of  the  startup  costs
 associated  with  the  CermaCladTM  for  Plate  JV  Plant–  Outside  of  the  Jurisdictions,  and  the
 
  
Company  shall  license  without  royalty  the  know-how  and  technology  to  the  CermaCladTM  for
 Plate  JV  Company –  Outside  of  the  Jurisdictions  and  pay for  51%  of  the  startup  costs  associated
 with the CermaCladTM for Plate JV Plant– Outside of the Jurisdictions in exchange for 51% of the
 
  
shares of the CermaCladTM Plate JV Company – Outside of the Jurisdictions.
 5


  
 

 (c)
 UP  Scientech  shall  contribute  operating  expertise,  sales  channels  for  the  product  and  assist  the
 CermaCladTM for Plate JV Company – Outside of the Jurisdictions to protect CermaCladTM  Plate
 related technology.
 
 (d)
 The  CermaCladTM  Plate  JV  Company  –  Outside  of  the  Jurisdictions  shall  be  licensed  to  sell
 CermaCladTM  Plate  products  in  the  jurisdiction  where  such  CermaCladTM  Plate  JV  Company  –
 Outside   of   the   Jurisdictions   is   located,   unless   otherwise   agreed   by   UP   Scientech   and   the
 Company.
 
 (e)
 UP Scientech and the Company shall in good faith negotiate, agree on and execute a joint venture
 agreement  and  the  license  agreement  within  three  months  of  UP  Scientech's  exercise  of  its  right
 to form a CermaCladTM for Plate Joint Venture – Outside of the Jurisdictions.
 
  
CermaCladTM Pipe JV Plant
 
 (a)
 UP  Scientech  may  exercise  its  right  to  require  the  Company  to  establish  the  CermaCladTM  for
 Pipe  Joint  Venture  until  the  later  of  two  years  from  the  Initial  Date  or  from  the  date  that  the
 Company opens its first commercial four-line CermaCladTM pipe plant.
 
 (b)
 UP  Scientech  shall  subscribe  to  40%  shares  of  the  CermaCladTM  for  Pipe  JV  Company  in  cash,
 which  subscription  shall  pay  for  50%  of  the  start  up  costs  associated  with  the  CermaCladTM  for
 
  
Pipe  JV  Plant,  and  the  Company  shall  subscribe  to  50%  of  the  shares  of  the  CermaCladTM  for
  
Pipe  JV  Company  in  cash,  which  subscription  shall  pay  for  50%  of  the  start  up  costs  associated
 with   the   CermaCladTM   Pipe   JV   Plant   and   license   the   know-how   and   technology   to   the
 CermaCladTM  for  Pipe  JV  Company in  exchange  for  another  10%  shares  of  the CermaCladTM  for
 Pipe JV Company.
 
 (c)
 The plant can only be built in Taiwan.
 
 (d)
 UP  Scientech  shall  contribute  operating  expertise,  sales  channels  for  the  product  and  assist  the
 CermaCladTM for Pipe JV Company to protect CermaCladTM Pipe related technology.
 
 (e)
 The CermaCladTM for Pipe JV Company shall be licensed to sell CermaCladTM Pipe products only
 in the Jurisdictions, unless otherwise agreed to by the Company.
 
 (f)
 UP Scientech and the Company shall in good faith negotiate, agree on and execute a joint venture
 agreement  and  the  license  agreement  within  three  months  of  UP  Scientech's  exercise  of  its  right
 to form the CermaCladTM Pipe Joint Venture.
 
 6.
 Ownership of Intellectual Property
 Each party shall own its background intellectual property.
 Any  new  improvements,  derivatives  or  new  methods  to  produce  or  deliver  PCompPTM  or  CermaCladTM
 products  or  services  developed  by  any  of  the  respective  JV  Companies  (“New  IPs”)  shall  be  owned
 equally  by  UP  Scientech  and  the  Company  and  assigned  to  a  new  company,  to  be  formed  by  the  parties
 hereto   with   equal   equity   ratio,   and   licensed   to   the   respective   JV   Companies   for   no   additional
 
6

  
consideration.   The  new IPs  shall  not  be  assigned,  entrusted,  licenced,  pledged,  or  abandoned  without  the
 
  
consent of both parties.
 Both  parties  hereto  shall  have  complete  access  to  all  JV  facilities,  equipment,  books  and  records  at  all
 times.
 
 7.
 Notices
 Any and all  notices or  other  communications or deliveries required or permitted to be provided hereunder
 shall  be  in  writing and  shall  be  deemed  given  and  effective  on  the  earliest  of  (a)  the  date  of transmission,
 if  such  notice  or  communication  is  delivered  via  facsimile  (provided  the  sender  receives  a  machine-
 generated  confirmation  of  successful  transmission)  at  the  facsimile  number  specified  in this  Section  prior
 to 6:30 p.m. (Florida time) on a Business Day,  (b) the next Business Day after the date of transmission,  if
 such  notice  or  communication  is  delivered  via  facsimile  at  the  facsimile  number  specified  in  this  Section
 on  a  day  that  is  not  a  Business  Day  or  later  than  6:30  p.m.  (Florida  time)  on  any  Business  Day,  (c)  the
 Business  Day  following  the  date  of  mailing,  if  sent  by  U.S.  nationally  recognized  overnight  courier
 service,  or  (d)  upon  actual receipt  by the  party to  whom such  notice  is  required  to  be  given.   The  address
 for such notices and communications shall be as follows:
 
 If to Abakan:
 Abakan, Inc.
 2665 S. Bayshore Drive, Suite 450
 Miami, Florida 33133
 Attn: Robert Miller
 Telephone: 1 786 206-5368
 Fax: 1 305 487-7481
 Email: robert.miller@abakaninc.com
 
 If to UP Scientech:
 UP Scientech Materials Inc.
 No. 5-3, Jianguo Road
 Guanyin Township
 Taoyuan County, 32844
 Taiwan R.O.C.
 Attn: George Chang
 Telephone: 886 3 4833690
 Fax: 886 3 4834193
 Email: George@upplate.com
 
 8.
 Arbitration
 
  
Any  controversies  incurred  or  related  to  this  letter  of  intent  shall  be  resolved  in  an  amicable  way,
 provided that any controversies that cannot be resolved shall be submitted to the Hong Kong International
 Arbitration Centre in Hong Kong for arbitration.
 
 9.
 Due Diligence
 From time to  time  before and/or after closing  of  the  capital  injection  of US$3  million  under  the  SSA,  UP
 Scientech  may  need  to  conduct  certain  due  diligence  or  require  certain  information,  which  may  include
 but not limited to the provision of information covering the technology owned, used, developed, and to be
 developed by the Company and/or their affiliates as well as the technology licensed by any third parties to
 the  Company and/or  their  affiliates  and  the  technology licensed  by the  Company and/or  their  affiliates  to
 7


  
any  third  parties.   The  Company  agrees  to  fully  cooperate  and  provide  such  information  as  requested  by
 UP Scientech subject to those obligations of confidentiality attendant to any such information.
 
 10.
 Required Approvals and Others
 The  above  proposal  shall  be  subject  to  corporate  and  regulatory  approvals  required  by  UP  Scientech,
 including  but  not  limited  to  the  Board  of  Directors' approval  and  the  approval  of  or  report  to  the  Central
 Bank of Republic of China (Taiwan).
 Abakan  will  hold  a  meeting of  the  Board  of  Directors prior  to  execution  of this  letter  to  duly approve  the
 terms  and  conditions  of  this  letter,  including  but  not  limited  to  provision  of  the  observer  position  to  UP
 Scientech under Section 2(b) hereof.  Abakan shall cause MesoCoat to perform its obligations hereunder.
 
 11.
 Fees and Expenses
 UP  Scientech  and  the  Company  shall  pay  their  respective  costs  and  expenses  related  to  the  proposed
 transactions,  including  the  costs  and  expenses  related  to  preparation  and  negotiation  of  the  definitive
 agreements.
 
 12.
 Legal and Confidentiality
 Subject  to  provision  by  Abakan  of  a  copy  of  Abakan's  meeting  minutes  of  its  Board  of  Directors  duly
 approving  the  terms  and  conditions  of  this  letter,  including  but  not  limited  to  provision  of  the  observer
 position  to  UP  Scientech  under  Section  2(b)  hereof,  this  letter  shall  be  binding  on  the  parties  hereto,
 subject  to  execution  of  definitive  agreements,  receipt  of  internal/regulatory  approvals  and  satisfaction  of
 certain  other  conditions  as  described  herein  or  in  the  definitive  agreements,  to  proceed  with  such  a
 transaction.
 This  letter  is  governed  by and  construed  in  accordance  with  Taiwan  laws,  without  regard  to  principles  of
 conflicts of laws thereof.
 UP  Scientech  requests  that  neither  the  Company,  its  directors,  officers  and  employees  nor  its  advisors
 make   any  announcement   or   disclosure   to   third  parties   of   UP   Scientech's   interest   in   this   proposed
 transaction  or  of  the  contents  of  this  letter  unless  otherwise  required  by  applicable  laws  and  regulations,
 under which the content of the announcement or disclosure shall be agreed by UP Scientech in advance.
 We look forward to working with you on this transaction.
 Yours faithfully
 for and on behalf of
 UP SCIENTECH MATERIALS CORP.
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/s/ George Chang
 
 George Chang, Chairman
 Agreed    and    accepted    this    13th     day    of
 November, 2014  for and on behalf of:
 ABAKAN INC.
 /s/ Robert Miller
 Robert Miller, Director and CEO
 
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