Purchase Agreement

a.  

Survival of Representations and Warranties.  Each of the parties to this Agreement covenants and agrees that their respective representations, warranties, covenants, statements, and agreements contained in this Agreement shall survive the Closing Date.  Except as set forth in this Agreement, the exhibits hereto or in the documents delivered by Seller to Buyer in connection herewith, there are no other agreements, representations, warranties, or covenants by or among the parties hereto with respect to the subject matter hereof.

b.  

Notices.  All notices, requests, demands and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered or mailed, first class mail, postage prepaid, or to such other address as such party shall have specified by notice in writing to the other party.

c.  

Sections and Other Headings.  The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretations of this Agreement.

d.  

Governing Law.  This agreement and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of the State of Florida. The parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in Dade County, State of Florida.  In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party's reasonable attorney's fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled.  In such event, no action shall be entertained by said court or any court of competent jurisdiction if filed more than one year subsequent to the date the cause(s) of action actually accrued regardless of whether damages were otherwise as of said time calculable.

e.  

Conditions Precedent.  The Conditions Precedent to the enforceability of this Agreement are outlined more fully in Exhibit "E", attached hereto and made a part hereof.  In the event that said Conditions Precedent are not fulfilled by the appropriate dates thereof, then this Agreement shall be deemed null and void and any deposits paid at said time shall be returned to the Buyer forthwith.

f.  

Captions.  The Captions of this contract are for convenience and reference only and in no way define, describe, extend, or limit the scope or intent of this contract, or the intent of any provisions hereof.

g.  

Typewritten or Handwritten Provisions.  Hand-written provisions inserted in this contract and typewritten provisions initialed by both parties shall control over the typewritten provisions in conflict therewith.

h.  

Time of the Essence.  Time and timely performance are of the essence of this contract and of the covenants and provisions hereunder.

i.  

Successors and Assigns.  Rights and obligations created by this contract shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.  Whenever used, the singular number shall include the plural, the plural the singular, and the use of any gender shall include all genders.

j.  

Contractual Procedures.  Unless specifically disallowed by law, should litigation arise hereunder, service of process therefore may be obtained through certified mail, return receipt requested; the parties hereto waiving any and all rights they may have to object to the method by which service was perfected.

k.  

Extraordinary Remedies.  To the extent cognizable at law, the parties hereto, in the event of breach and in addition to any and all other remedies available thereto, may obtain injunctive relief, regardless of whether the injured party can demonstrate that no adequate remedy exists at law.

a.  

The Manufacturer will provide one NPU-10 fuel processing unit for the purpose of testing their unique fuel “M-Fuel” in the Buyers power generation diesel engines, the machine is being offered at a subsidized price of sixty (60%) of normal selling price to facilitate the testing, should Buyer decide to exercise his option to purchase this machine “Buyer” will be invoiced for the difference.

b.  

The Buyer will supply a “Letter of Credit” for $250,000 as a security deposit from an accredited financial institution to be released under the following terms:

i.  

90% or $225,000 to be release FOB Seoul, Korea at the time the equipment is turned over to the freight forwarder or shipping agent.

ii.  

10% or $25,000 at the time the equipment is successfully received and installed at customers designated premise.

iii.  

Remainder of costs associated to testing will be borne by Buyer and must be provided to Manufacturer at the time of execution of purchase agreement.

c.  

In the event the equipment does not perform as stated in Section “3” Task 4 the manufacturer agrees to refund $250,000.

d.  

In the event the equipment performs as stated in section “3” Task 4 the Buyer will apply the $250,000 security deposit towards their initial down payment on a larger NPU system or towards the final purchase of the NPU-10.

e.  

In the event that the test is not successful as per parameter then Manufacture agree to refund EPC for its cost incurred in the testing.

The objective of Phase 1 of this project is to prove the technology by using the machine to produce the emulsified fuel and running into its existing Power plant located in Degan, Chile in the Southern part of the country for the purposes of later purchasing several (Up to twenty six) new Nano Processing units. Phase 1 of this project will be used to cover the expenses associated with deposit on the test NPU-10, organization of the equipment demonstration, the costs associated with Freight, Additive and the other associated costs such as personnel time required to Install, demonstrate and train Client, necessary to prove effectiveness of that they desire to purchase in Phase 2 of the project.

The success of this project will be established when the company will have demonstrated the equipment running successfully for 30 to 45 days and achieving the parameters set forth in this document in their facilities. (See Test Parameters below)

1. The first benefit of this project will be to decrease the energy production cost for EPC group through the use of emulsion fuel technology known as M-Fuel.

2. The second benefit is that there will be formal demonstrations of the equipment to each of the major fuel users in the Exclusive Territory of Chile and clients from all over the world will be able to see in one location at the same time via Live Streaming internet feed.  For this purpose the Buyer will becomes a sub-distributor of Fuel Emulsions International LLC and Energy Associates Americas LLC as its Distributor Representative, plus any and all prospective.

3. The third benefit of this project, will be that EPC/Ecolocap,/ FEI/EAAA will be able to produce and test other Fuels such as HFO into Gas Turbines and medium speed reciprocating Engines, these Data will be invaluable for future sales.

 

The outcome of this research project will be documented in the form of a final report. The final report will summarize the equipment performance in fuel Consumption, Efficiency, and Emission Reduction, All activities at EPC’s site will be performed with the complete involvement and participation of EPC’s Employees for the purpose of learning the process and operation of the machine.  All parties will prepare a document stating the procedures and step associated to the daily testing requirements.

Ecolocap Team: (K-MBT is paying for their CEO and Director airfare to Chile)

1. Robert M. Egger Jr., COO, Ecolocap Solutions Inc.

 

2. Mr. YY Kwak, CEO, K-MBT

 

3. Mr. Dae Kim, General Managing Director, K-MBT

 

4. Mr. Gyeong Lee, Electrical Engineer, K-MBT

 

5. Mr. Mu Sohn, Mechanical Engineer, K-MBT (additive specialist)

 

6. Mr. Song An, Production Engineer, K-MBT

 

The K-MBT team is consisting of our three principal engineers and two executive officers.  They will work together with ECP’s personnel to answer all questions and demonstrate all the functions of the NPU-series machines.  They will also be available to advise and perform all heavy fuel oil testing.

The team consisting of the following will be responsible to prepare the following reports:

· Daily Progress Reports

 

· Weekly reports

 

· Draft Final Report

 

· 3 Copies and a Microsoft Word Version and Adobe PDF

 

· Final Report  5 Copies and a Microsoft Word Version and Adobe PDF

 

The implementation of this test and the expected success of the same should lead to the negotiation and the successful procurement of at least three initial NPU-60 with subsequent orders to fill needs up to twenty six (26) NPU-60 Systems.

· Fuel Consumption shall be consistent to the volume of fuel being utilized in their current applications.

· Efficiency shall be as close to 100%, but not less than 97% or more than 107% of preprocessed diesel.

· Emissions reduction should be consistent to at least a water and fuel ratios with a 98% reduction in particulate matter.

 

 

Letter of Credit for security deposit of $250,000 for NPU-10 processing unit.

Machine: NPU-10 weight:  3,000 KG  (4250mm Lx 2200 mm W x 2900 mm H)

At $6.90 per kg $20,700.00 Delivered Airport Chile.

Additive   : 6,000 KG (1,800 Gallons) for 30 days usage    (200KG per day x 30 days) to be shipped as follows

By Airfreight:  2,000KG 600 Gallons) for 10 days usage   (200KG per day X 10 days)

At $6.90 per kg = $13,800.00 Delivered Airport Chile.

By Ship:4,000 KG (1,200 Gallons ) for 20 days usage (200KG per day x 20 days)

At $1.25 per Kg = $5,000.00 Delivered Port Chile.                                                                                                                          

Additive Cost: 1,800 Gallons for 30 days usage    (200KG per day x 30 days)                    $22,500.00

Commissioning Costs:

 

Travel/ Hotel/ Transportation/ Food

$15,000.00

·  

Holding Tank for Processed Fuel: minimum 6000 Gallons

·  

Air Compressor: 25A (Please see floor plan drawing)

       We need metric thread type (thread size in mm)

       50A (Inside diameter: 50mm, external diameter: 60mm.