SERVICES
AGREEMENT


THIS
AGREEMENT, made as of December 2, 2014 by and between Stratean, Inc., with its principal offices at 2391 South 1560 West, Woods
Cross, UT 84087 (hereinafter referred to as "Stratean"), and Combustion Resources Inc., with offices at 1453 West 820
North, Provo, Utah 84601 (hereinafter referred to as "Contractor").


 


WITNESSETH
THAT:


 


WHEREAS,
Stratean desires certain services, as more fully described on Exhibit A, attached hereto and made a part hereof (hereinafter referred
to as "Services"), and


 


WHEREAS,
Contractor is in the business of providing such Services and desires to provide the Services for Stratean;


 


NOW,
THEREFORE, Contractor and Stratean, each in consideration of the covenants of the other hereinafter set forth, agree as follows:


 


		1.	TERM.
                                         The term of this Agreement shall commence as of the date set forth at it’s beginning
                                         and shall terminate on June 10, 2015 or upon completion of the Services.



 


		2.	SCOPE
                                         OF SERVICES. Contractor shall provide an efficient business operation and qualified
                                         personnel to perform the Services. Contractor further agrees to cooperate with Stratean
                                         so as to properly promote the best interests of Stratean, and perform the Services in
                                         an expeditious and economical manner consistent with the best interests of Stratean.



 


		3.	SERVICES
                                         FACILITY. As a part of the Services, Contractor shall arrange for a facility that
                                         is adequate for providing the Services for Stratean (“Facility”). Contractor
                                         will be responsible for payments of the lease for Facility, utilities associated with
                                         providing Services, and liability insurance required by lessor. Contractor will not be
                                         liable for loss, theft, or any damage of equipment or property owned by Stratean that
                                         is located at Facility.



 


		4.	COMPENSATION.
                                         For the proper performance of the Services, Stratean shall compensate Contractor in accordance
                                         with Exhibit B, attached hereto and made a part hereof.



 


		5.	CHANGES
                                         OF WORK. Stratean reserves the right to modify of amend this Agreement and the total
                                         sum due hereafter either by enlarging or restricting the scope of the Services. Stratean
                                         also acknowledges that additional labor or materials may be required to complete Services
                                         based on items or issues that were not anticipated or known when the Services described
                                         in Attachment A were written. Any changes of work that are requested or required must
                                         be agreed to in writing by Stratean.





    	 



    	 



    

		6.	CONFIDENTIALITY.
                                         Contractor, its employees and agents shall treat and maintain as Stratean's confidential
                                         property, and not use or disclose to others except as is necessary to perform Services
                                         hereunder (and then only on a confidential basis satisfactory to Stratean), any information
                                         (including any technical information, experience or data) regarding Stratean's products,
                                         plans, programs, plants, processes, costs, equipment, operations or customers which may
                                         be disclosed to or come within the knowledge of, Contractor, its employees and agents
                                         in the performance of this Agreement, without Stratean's prior written consent. The provisions
                                         of this Section 4 shall not apply to any information referred to in this Section which
                                         Contractor establishes (i) has been published and has become part of the public domain
                                         other than by acts or omissions of Contractor, its employees and agents, (ii) has been
                                         furnished or made known to Contractor by third parties (other than those acting directly
                                         or indirectly for or on behalf of Stratean) as a matter of legal right and without restriction
                                         on disclosure or use, or (iii) was in Contractor's possession prior to disclosure by
                                         Stratean to Contractor and was not acquired by Contractor, its employees and agents directly
                                         or indirectly from Stratean.



 


		7.	INDEMNITY.
                                         Except as hereinafter set forth in this Section 5, Contractor shall indemnify and
                                         save Stratean and its employees harmless against any and all liabilities, penalties,
                                         demands, claims, causes of action, suits, losses, damages, costs and expenses (including
                                         cost of defense, settlement and reasonable attorneys' fees) which any or all of them
                                         may hereafter suffer, incur, be responsible for or pay out (whether the same arise out
                                         of or in connection with the Services, or from any operations under or in connection
                                         with this Contract) as a result of bodily injuries (including death) to any person or
                                         damage (including loss of use) to any property occurring to or caused in whole or in
                                         part by, Contractor (or any of its employees), any of its subcontractors (or any employee
                                         thereof), or any person, firm or corporation (or any employee thereof) directly or indirectly
                                         employed or engaged by either Contractor or any of its subcontractors, including those
                                         injuries and property damages caused by the joint or concurring negligent act or omission
                                         of Stratean or its employees. Upon the request of Stratean, Contractor shall promptly
                                         defend any such demand, claim, cause of action or suit.



 


Stratean
agrees that Contractor shall not be liable to Stratean under this Section 5 for liabilities, penalties, demands, claims, causes
of action, suits, losses, damages, costs and expenses arising out of bodily injury (including death) to any person or damage (including
loss of use) to any property caused by or resulting from the sole negligence of Stratean or its employees.


 


Stratean
agrees that Contractor shall not be liable to Stratean for liabilities, penalties, demands, claims, causes of action, suits, losses,
damages, costs and expenses arising out of bodily injury (including death) to any person or damage (including loss of use) to
any property caused by or resulting from Stratean, its employees, or associates that are present for any purpose while Combustion
is providing Services associated with this Agreement.


 


		8.	NOTICE.
                                         Except as otherwise specifically provided, any notice required or permitted to be given
                                         under this Agreement shall be in writing and shall be deemed to have been sufficiently
                                         given if delivered in person, transmitted by teletype or telegraph or if deposited in
                                         the United States mails, postage prepaid, for mailing by first class registered or certified
                                         mail, addressed as follows:



 


		9.	If
                                         to Stratean, it shall be addressed to: Stratean, Inc.



 


2391
South 1560 West


Woods
Cross, UT 84087 Attention: Michael Barrett




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If
to Contractor, it shall be addressed to:


 


Combustion
Resources Inc. 1453 West 820 North Provo, Utah 84601 Attention: Craig Eatough


 


or
to such other address or individual as either party may specify from time to time by written notice given by such party.


 


		10.	TERMINATIONgSUSPENSION.
                                         Stratean may, at any time, terminate this Agreement in whole or in part, or suspend,
                                         delay or interrupt all or any part of the Services hereunder by written notice or verbal
                                         notice confirmed in writing. If Stratean terminates for convenience, Stratean will reimburse
                                         Contractor those costs not in excess of the amount specified in Exhibit B, which were
                                         previously incurred by Contractor in good faith in connection with the Services, including
                                         a reasonable allowance for overhead and profit. Except for circumstances beyond the reasonable
                                         control of Stratean, if the Services are suspended, delayed or interrupted by Stratean
                                         and if Contractor is authorized by Stratean to resume the Services, an equitable adjustment
                                         will be made to the amount specified in Exhibit B and/or completion schedule.



 


		11.	STANDARD
                                         OF CARE. Contractor agrees that it will perform the Services in a good and workmanlike
                                         manner, use sound principles and practices in the performance of the Services to be provided
                                         hereunder, and will exercise high standards of skill, care and diligence in the performance
                                         of the Services.



 


		12.	INDEPENDENT
                                         CONTRACTOR. Contractor is and shall remain an independent contractor in its performance
                                         of the Services and neither Contractor nor anyone directly or indirectly employed or
                                         engaged by Contractor shall make any representations to the contrary.



 


		13.	COMPLIANCE
                                         WITH LAWS. Contractor shall comply with all Federal, State, and local statutes, laws,
                                         ordinances, regulations, rules and codes applicable to the Services, including Stratean's
                                         Site rules and regulations.



 


		14.	SAFETY.
                                         Contractor acknowledges and recognizes the importance of the safety and health of all
                                         persons, including, but not limited to, employees of Stratean, Contractor and other contractors.
                                         Contractor shall strictly and carefully comply with all requirements of this Agreement
                                         and its attachments pertaining to safety and health, including, but not limited to, the
                                         safety and health provisions of Stratean policies, practices and rules for the jobsite.
                                         Contractor agrees to devote special care and attention to, and to exercise its best efforts
                                         to attain, the desired objective of performing the Services without injury to any person.



 


		15.	ASSIGNMENT.
                                         Contractor shall not assign this Agreement or any payments due or to become due hereunder
                                         without the prior written consent of Stratean. Any attempted assignment without such
                                         consent shall be void. Assignment with such consent shall not operate to relieve Contractor
                                         of any of its obligations under this Agreement.



 


		16.	CAPTIONS.
                                         Headings of particular articles and paragraphs are inserted only for convenience and
                                         are in no way to be construed to be a part of this Agreement or as a limitation of the
                                         scope of the articles or paragraphs to which they refer.



 


		17.	APPLICABLE
                                         LAW. THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS
                                         AND JUDICIAL DECISIONS OF THE STATE OF UTAH AND ALL QUESTIONS OF PERFORMANCE HEREUNDER
                                         SHALL BE DETERMINED IN ACCORDANCE WITH





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SUCH
LAWS AND JUDICIAL DECISIONS; BY EXECUTION OF THIS AGREEMENT, CONTRACTOR AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF
THE STATE OF UTAH.


 


		18.	INTELLECTUAL
                                         PROPERTY. Contractor will timely inform Stratean, in writing, of any improvements,
                                         changes, advances, and/or modifications to the gasifier or any system supporting operation
                                         of the gasifier that (1) are conceived or recommended by Contractor (or any of its employees,
                                         its subcontractors, or employees of its subcontractors) and (2) arise out of Contractor’s
                                         providing the services contemplated by this Agreement. Any and all such improvements,
                                         changes, advances, and/or modifications are the property of Stratean. Contractor agrees
                                         that, at the request of Stratean, it will cause to be executed and delivered any applications,
                                         affidavits, assignments, and other instruments as may be deemed necessary or desirable
                                         to secure for or vest in Stratean, its successors, legal representatives, or assigns,
                                         all right, title, and interest in and to any application, patent, or other right or property
                                         directed to any such improvement, change, advance, and/or modification, including the
                                         right to apply for and obtain patents in the United States and foreign countries (e.g.,
                                         under the provisions of the International Convention).



 


		19.	ENTIRE
                                         AGREEMENT. This Agreement sets forth the entire agreement between Stratean and Contractor
                                         with respect to the subject matter hereof. All prior negotiations and dealings regarding
                                         this Agreement and the subject matter hereof shall be deemed superseded by and merged
                                         into this Agreement.



 


IN
WITNESS WHEREOF, Contractor and Stratean have executed this Agreement effective as of the date set forth at its beginning.


 





	Stratean
    Inc.	Combustion
    Resources Inc.
	 	 
	By: /s/ Authorized
    Signatory	By: /s/Authorized
    Signatory
	Title:	Title:















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Exhibit
A


 


Description
of Services


 


TASK
1: CHARACTERIZE FEEDSTOCK


The
coal feedstock selected for use in the evaluation of the gasifier should be fully characterized to assist in understanding how
the gasifier performs for that feedstock. The proposal does not include any costs associated with obtaining the coal and preparing
the coal for testing. The client will provide the coal for the tests, and the coal will be ready for testing. Specifically, this
will include any cleaning, drying, or sizing of the coal that may be required to make the coal ready for testing. The client will
arrange for delivery of the coal to the CEIC facility. The feedstock will be characterized by performing the following analyses
on the coal: elemental analysis, proximate analysis, heating value determination, sulfur analysis, chlorine analysis, and thermoggravimetric
analysis (TGA).


 


TASK
2: REVIEW DESIGN DATA


Installation
and operation of the gasifier will be more efficient with a full understanding of the design of the gasifier, including configuration,
construction, theoretical operating conditions and performance, thermochemical calculations, etc. Thus, a detailed review of the
gasifier will be performed to determine the gasifier operating conditions to use for the tests runs in this project.


 


TASK
3: PREPARE GASIFIER FOR TEST RUNS


In
this task, the gasifier will be relocated to USU’s CEIC facility near Helper, UT, and prepared for the test runs. A steam
generator will be installed at the facility. It will also be necessary to make the required water, steam, power, etc. connections
required to operate the gasifier. Because of the quantity of offggas that will be generated during the runs, it may be necessary
to pipe the offggas from the gasifier to the flare system at the CEIC facility.


 


TASK
4: PRELIMINARY TEST RUNS OF GASIFIER


Several
shake down tests runs will first be performed without a solid feedstock and then with coal to verify operation of various components
of the gasifier. The objective of these runs will be to verify that the gasifier and support equipment (i.e. feed systems, monitoring
and measurements systems, etc.) are all working properly in preparation of the baseline test run. No sample collection or analysis
will be performed as part of this task.


 


TASK
5: PERFORM BASELINE RUN OF GASIFIER


The
baseline test run of the gasifier will be performed after the shake down runs have verified that the gasifier and support equipment
are working properly. The baseline test conditions will be established based on discussions with Stratean personnel. The baseline
test run will last about 10 hours, and will require approximately 15 tons of coal. Based on the sampling capabilities of the gasifier,
samples of the gas, liquid, and solid effluent streams will be collected three times during the test, and analyses will be performed
of these samples.




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Process
conditions will be monitored based on the measurement capabilities of the gasifier. The measured data from these tests will be
inspected to determine if the gasifier achieved stable operation during the test run, and to understand and evaluate gasifier
operation during the baseline test run. The results of the baseline tests will be reviewed and evaluated for consistency by performing
mass and energy balances. An engineer from Peterson will be present at CEIC for the baseline test run.


 


Following
the completion of the test, Peterson will inspect and verify mechanical operation and integrity of the gasifier. This exercise
will provide understanding if there are any negative impacts of the tests on the gasifier.


 


TASK
6: PERFORM EXTENDED RUN OF GASIFIER


An
extended run of the gasifier will performed following a successful baseline test run. The test conditions for the extended run
will be established based on the results of the baseline test run and discussions with Stratean personnel. The extended run will
last approximately


48
hours, and will require approximately 60 tons of coal. The test will be used to demonstrate extended operation of the gasifier,
and if there are any effects of extended operation of the gasifier or associated support equipment, and effects on product mix
and quality from the gasifier.


 


Based
on the sampling capabilities of the gasifier, the gas, liquid, and solid effluents from the gasifier will be sampled every 8 hours
during the 48ghour run period to evaluate the operation of the gasifier during the extended run. Analysis of the samples will
be performed after the extended run is completed. Process conditions will be monitored based on the measurement capabilities of
the gasifier. The measured data from these tests will be inspected to determine if the gasifier achieved stable operation during
the extended test run, and to understand and evaluate gasifier operation during the test.


 


Following
the completion of the test, Peterson will inspect and verify mechanical operation and integrity of the gasifier. This exercise
will provide understanding if there are any negative impacts of the tests on the gasifier.


 


TASK
7: PROJECT REPORT


A
report will be prepared at the conclusion of the study describing the results of the evaluation of the gasifier. The report will
provide a detailed discussion of the results of the tests, and will make recommendations of possible process revisions and additional
work that can provide insights and direction for optimizing gasifier performance. The report will also provide recommendations
for additional testing and items to be considered regarding the feasibility of commercial operation of the gasifier for processing
solid waste materials.


 


PROJECT
SCHEDULE


 


The
project schedule is shown in Exhibit C, and is referenced to the date that the contract is executed. Contractor will make its
best efforts to meet the scheduled time for each task, but because the gasifier has never been operated under test conditions,
circumstances may be encountered that will delay the schedule.




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Exhibit
B


 


Compensation


Stratean
will be charged $147,114 (“Project Fee”) per Contractor’s quote dated September 30, 2014. $50,000 will be due
at the start of the Project. Another $50,000 will be due at the completion of Task 5. The balance ($47,114) of the Project Fee
will be due upon delivery of the Final Project Report.




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Exhibit
C


 


Project
Schedule


 





 


 







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