Asset Lease and Purchase Agreement between Syntroleum Corporation and Emerging Fuels Technology, L.L.C.

any environmental, health or safety matter or condition (including on-site or off-site contamination, occupational safety and health and regulation of any chemical substance or product);

any fine, penalty, judgment, award, settlement, legal or administrative proceeding, damages, loss, claim, demand or response, remedial or inspection cost of expense arising under any Environmental Law or Occupational Safety and Health Law;

financial responsibility under any Environmental Law or Occupational Safety and Health Law for cleanup costs or corrective action, including any cleanup, removal, containment or other remediation or response actions (“Cleanup”) required by any Environmental Law or Occupational Safety and Health Law (whether or not such Cleanup has been required or requested by any Governmental Body or any other Person) and for any natural resource damages; or

any other compliance, corrective or remedial measure required under an Environmental Law or Occupational Safety and Health Law.

advising appropriate authorities, employees or the public of intended or actual Releases of pollutants or hazardous substances or materials, violations of discharge limits or other prohibitions and the commencement of activities, such as resource extraction or construction, that could have significant impact on the Environment;

preventing or reducing to acceptable levels the Release of pollutants or hazardous substances or materials into the Environment;

reducing the quantities, preventing the Release or minimizing the hazardous characteristics or wastes that are generated;

assuring that products are designed, formulated, packaged and used so that they do not present unreasonable risks to human health or the Environment when used or disposed of;

protecting resources, species or ecological amenities;

reducing to acceptable levels the risks inherent in the transportation of hazardous substances, pollutants, oil or other potentially harmful substances;

cleaning up pollutants that have been Released, preventing the Threat of Release or paying the costs of such clean up or prevention; or

making responsible parties pay private parties, or groups of them, for damages done to their health or the Environment or permitting self-appointed representatives of the public interest to recover for injuries done to public assets.

that individual is actually aware of that fact or matter; or

a prudent individual could be expected to discover or otherwise become aware of that fact or matter in the course of conducting a reasonably comprehensive investigation regarding the accuracy of any representation or warranty contained in this Agreement.

is consistent in nature, scope and magnitude with the past practices of such Person and is taken in the ordinary course of the normal, day-to-day operations of such Person;

does not require special authorization by the board of directors or shareholders of such Person (or by any Person or group of Persons exercising similar authority) and does not require any other separate or special authorization of any nature; and

is similar in nature, scope and magnitude to actions customarily taken, without any separate or special authorization, in the ordinary course of the normal, day-to-day operations of other Persons that are in the same line of business as such Person.

Interpretation. In this Agreement, unless a clear intention appears:

the singular number includes the plural number and vice versa;

reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such a Person in any other capacity or individually;

reference to any gender includes each other gender;

reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof;

reference to any Legal Requirement means such Legal Requirement as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any Legal Requirement means that provision of such Legal Requirement from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision;

“hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article, Section or other provision hereof;

“including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term;

“or” is used in the inclusive sense of “and/or”;

with respect to the determination of any period of time, “ from” means “from and including” and “to” means “to but excluding”; and

references to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto.

Legal Representation of the Parties. This Agreement was negotiated by the parties with the benefit of legal representation, and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any part shall not apply to any construction or interpretation hereof.

All Tangible Personal Property excluding those items listed on Schedule 2.2;

All Consumables, however Seller does not guarantee minimum quantities of Consumables;

that portion of the remaining contracted amount relating to services performed for World GTL Trinidad Limited pursuant to the contract set forth in Schedule 3.4(a) which occur after the execution of this Agreement;

those Records related to Seller’s ownership or operations of the Lab, including service and warranty Records, equipment logs, operating guidelines and manuals, and, subject to Legal Requirements, copies of all personnel Records and other Records relating to the Employees, excluding any Software listed on Schedule 2.1(e), Seller shall make copies of (paper and electronic) and deliver to Seller copies all operating guidelines and manuals ;

Assumed Liabilities. Effective upon the execution of this Agreement, Buyer shall assume, pay for, and agree to discharge the following Liabilities, including those of Seller (the “Assumed Liabilities”):

any Liability arising out of or relating to the ownership or operation of the Lab after the execution of this Agreement, including any Taxes assessed after execution of this Agreement, any general and administrative or operating costs (including costs of the Employees or other personnel retained by the Buyer) , and any costs under the Lease.

any Liability arising after the execution of this Agreement under the Seller Contracts described in Schedule 3.4(a) (other than any Liability arising out of or relating to a Breach that occurred prior to the execution of this Agreement);

any Environmental, Health and Safety Liabilities arising out of or relating to the ownership or operation of the Lab both before and after the execution date of this Agreement;

any Liability relating to the Employees subject to the conditions set out in 6.1(a); and

any Liability to Air Liquide relating to (A) the use of trailers for the transportation and storage of 25% carbon monoxide balanced nitrogen and (B) 21 sixpack cylinders for the storage of carbon monoxide (C) any other materials or supplies owned by Air Liquide (D) any Consumables.

Retained Liabilities. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:

any Liability arising out of or relating to the Lab prior to the execution of this Agreement other than to the extent assumed under Section 2.4(a);

any Liability under any Seller Contract assumed by Buyer pursuant to Section 2.4(a) that arises after the execution of this Agreement but that arises out of or relates to any Breach that occurred prior to the execution of this Agreement;

any Liability for Taxes arising as a result of Seller’s operations of its business or ownership of the Lab prior to the execution of this Agreement,;

any Liability under the employee benefit plans or relating to payroll, vacation, sick leave, worker’s compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, health care plans or benefits or any other employee benefits of any kind for the Employees relating to any time prior to the Employee Transfer Time;

any Liability arising out of any Proceeding commenced after the execution of this Agreement and arising out of or relating to any occurrence or event happening prior to the execution of this Agreement, except as provided in Section 2.4(a)(iii) and (iv); and

any Liability of Seller under this Agreement or any other document executed in connection with the Contemplated Transactions.

fifty thousand dollars ($50,000) by cashier’s check made out to Seller; and

Executed waivers and releases from the Employees acceptable to Seller.

TANGIBLE PERSONAL PROPERTY

Effective upon execution of this Agreement, Seller shall lease to Buyer the Tangible Personal Property, including the items listed on Schedule 2.7 but excluding the items listed on Schedule 2.2. The lease payment shall be one dollar per month. This lease shall continue until the Closing Date. During the time of the lease of the Tangible Personal Property Buyer shall be responsible to (i) maintain and operate the Tangible Personal Property in accordance with those procedures previously utilized by Seller and as set forth in the operating guides and procedures for such equipment and property, and (ii) pay all utilities, rent, insurance on the Lease, and all other costs of owning and operating the Lab, including any costs relating to the Employees or any other personnel retained by Buyer and payment for Consumables.

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER IN ARTICLE 3, BUYER HEREBY ACKNOWLEDGES AND AGREES (I) THAT NONE OF SELLER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE LAB, THE ASSETS, THE TANGIBLE PERSONAL PROPERTY OR ANY PART THEREOF AND (II) THAT BUYER IS PURCHASING THE LAB AND THE ASSETS, AND LEASING AND PURCHASING THE TANGIBLE PERSONAL PROPERTY “AS-IS, WHERE-IS, WITH ALL FAULTS”.

ORGANIZATION AND GOOD STANDING

Seller is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all its obligations under the Seller Contracts. Seller is duly qualified to do business as a foreign corporation and is in good standing under the laws of Oklahoma.

ENFORCEABILITY; AUTHORITY; NO CONFLICT

This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of each agreement to be executed or delivered by Seller upon execution of this Agreement and at the Closing (collectively, the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller’s Closing Documents, and such action has been duly authorized by all necessary action by its board of directors.

Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transaction will, directly or indirectly (with or without notice or laps of time):

Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors of Seller:

Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, or any of the Assets, may be subject;

Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;

LEGAL PROCEEDINGS; ORDERS

Except as set forth in Schedule 3.3(a), as of the Closing Date, there is no pending or, to Seller’s Knowledge, threatened Proceeding, including any pursuant to any Environmental Law;

by or against Seller or that otherwise relates to or may affect the business of, or any of the Assets; or

that challenges, or that may have the effect of preventing, delaying, making, illegal or otherwise interfering with, any of the Contemplated Transactions.

Except as set forth in Schedule 3.3(a), to the Knowledge of Seller, there is no Order to which Seller, the Lab or any of the Assets is subject.

CONTRACT; NO DEFAULTS

Schedule 3.4(a) contains an accurate and complete list in all material respects, and Seller has delivered to Buyer accurate and complete copies, of each Seller Contract relating to the Lab.

BROKERS OR FINDERS

Neither Seller nor any of its Representatives have incurred any obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payments in connection with the sale of the Lab or the Assets or the Contemplated Transactions.

FAIR PRICE

The consideration being paid by Buyer including the assumption of the Assumed Liabilities by Buyer constitutes a fair price for the Assets.

SOLVENCY

As of the Closing Date, Seller is not insolvent and will not be rendered insolvent by the Contemplated Transactions. As used in this section, “insolvent” means that the sum of the debts and other probable liabilities of Seller exceeds the present fair value saleable value of Seller’s assets.

CONSENTS

As of the Closing Date, each of the Consents identified in Schedule 3.2(c) shall have been obtained and are in full force and effect or waived.

AUTHORITY; NO CONFLICT

This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of each agreement to be executed or delivered by Buyer upon the execution of this Agreement and at Closing (collectively, the “Buyer’s Closing Documents”), each of the Buyer’s Closing Documents will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Buyer’s Closing Documents and to perform their obligations under this Agreement and the Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate or individual action.

Neither the execution nor delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to:

any provision of Buyer’s Governing Documents;

any resolution adopted by the managers or the members of Buyer;

any Legal Requirement or Order to which Buyer may be subject; or

any Contract to which is a party or by which Buyer may be bound.

EMPLOYEES AND EMPLOYEE BENEFITS

Seller shall be responsible for the payment of all wages and other remuneration due to the Employees with respect to their services as employees of Seller through the Employee Transfer Time. Upon payment by Buyer of the retention payments to those of the Employees who qualify on July 1, 2008, Seller shall pay to Buyer pro-rata the retention payments made to the Employees within ten (10) business days of receipt of an invoice from Buyer.

Seller and Buyer shall give any notices required by Legal Requirements and take whatever other actions with respect to the plans, programs and policies described in this Section 6.1 as may be necessary to carry out the arrangements described in this Section 6.1.

Seller shall not have any responsibility, liability, or obligation, whether to the Employees, their beneficiaries or to any other Person, with respect to any employee benefit plans, practices, programs or arrangements (including the establishment, operation or termination thereof and the notification and provision of COBRA coverage extension) maintained by Buyer.

conduct a phase one environmental assessment of the Lab and its operations using a third party contractor acceptable to Seller; and

perform any testing recommended in the phase one environmental assessment called for in Section 6.3(b)(i) above; and

perform any Remedial Action recommended by the third party contractor or required by a Governmental Body resulting from the testing and the phase one environmental assessment; and

complete any interaction with any Governmental Body which may result or be required from the actions taken in Sections 6.3(b) (i), (ii), and (iii).

Buyer shall bear all the costs to conduct the actions set forth in Section 6.3(b) up to the amount of $250,000. In the event the costs to complete the actions set forth in Section 6.3(b) are to exceed $250,000, Seller and Buyer shall meet and determine a mutually agreeable course of action which can include, among others, Seller bearing all costs in excess of $250,000, terminating this Agreement, or reducing the costs to complete the actions.

If Buyer breaches this Agreement by refusing or failing to complete the actions set forth in Section 6.3(b) within a reasonable time period, Seller shall have the right to terminate this Agreement, Buyer shall vacate the Lab and Seller shall retain the Purchase Price.

any Breach of any representation or warranty made by Seller in (i) this Agreement, (ii) any transfer instrument or, (iii) any other certificate, document, writing or instrument delivered by Seller pursuant to this Agreement;

any Breach of any covenant or obligation of Seller in this Agreement or in any other certificate, document, writing, or instrument delivered by Seller pursuant to this Agreement;

any Liability arising out of the ownership or operation of the Assets prior to the Effective Time other than the Assumed Liabilities;

any brokerage or finders’ fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Seller (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; or

any Retained Liabilities.

any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate, document, writing, or instrument delivered by Buyer pursuant to this Agreement;

any Breach of any covenant or obligation of Buyer in this Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement;

any claim by any Person for brokerage or finders’ fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on Buyer’s behalf) in connection with any of the Contemplated Transactions;

any Assumed Liabilities; or

any Liability arising out of the ownership or operation of the Assets after the Effective Time.

Promptly after receipt by a Person entitled to indemnity under Sections 7.2 or 7.3 (an “Indemnified Person”) of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an “Indemnifying Person”) of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person’s failure to give such notice.

If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 7.4(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel satisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-party Claim, the Indemnifying Person shall not, so long

Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Representatives, subsidiaries or affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its Consent (which may not be reasonably withheld).

With respect to any Third-Party Claim subject to indemnification under this Article 7: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person informed ob the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (iii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim.

With respect to any Third-Party Claim subject to indemnification under this Article 7, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use commercially reasonable efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

CONFIDENTIAL INFORMATION

As used in this Article 8, the term “Confidential Information” includes any and all of the following information of Seller or Buyer that has been or may hereafter be disclosed in any form, whether in writing, orally, electronically or otherwise, or otherwise made available by observation, inspection or otherwise by either party (Buyer on the one hand or Seller on the other hand) or its Representatives (collectively, a “Disclosing Party”) to the other party or its Representatives (collectively, a “Receiving Party”):

all information that is a trade secret under applicable trade secret or other law;

all information concerning product specification, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, procedures, accounting methods, risk assessment methods, economic analyses, manufacturing costs, production costs, labor costs, corporate goals, strategic plans, current and planned manufacturing or distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer hardware, Software and computer software and database technologies, systems, structures and architectures;

all information concerning the business and affairs of the Disclosing Party (which includes historical and current financial statements, financial projections and budgets, tax returns and accountants’ materials, historical, current and projected sales, capital spending budgets and plans, business plans, strategic plans, marketing and advertising plans, publications, client and customer lists and files, contracts, the names an backgrounds of key personnel and personnel training techniques and materials, however documented), and all information obtained from review of the Disclosing Party’s documents or property or discussions with the Disclosing Party regardless of the form of the communication; and

all notes, analyses, compilations, studies, summaries and other material prepared by the Receiving Party to the extent containing or based, in whole or in part, upon any information included in the foregoing.

Any trade secrets of a Disclosing Party shall also be entitled to all of the protections and benefits under applicable trade secret law and any other applicable law. If any information that a Disclosing Party deems to be a trade secret is found by a court of competent jurisdiction not be a trade secret for purposes of this Article 8, such information shall still be considered Confidential Information of that Disclosing Party for purposes of this Article 8 to the extent included within the definition. In the case of trade secrets, each of Buyer and Seller hereby waives any requirement that the other party submits proof of the economic value of any trade secret or posts a bond or other security.

RESTRICTED USE OF CONFIDENTIAL INFORMATION

Each Receiving Party acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than to evaluate and consummate the Contemplated Transactions; and (iii) without limiting the foregoing, shall not be disclosed by the Receiving Party to any Person, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of Seller with respect to Confidential Information of Seller (each, a “Seller Contact”) or an authorized representative of Buyer with respect to Confidential Information of Buyer (each, a “Buyer Contact”). Buyer shall not disclose to third parties, without Seller’s prior written consent, any of Seller’s Confidential Information, including but not limited to, Seller’s research, production, operational, or testing methods, results, or calculation techniques and shall not use Seller’s Confidential Information as a basis for developing competing methods, results or calculation techniques. Each of Buyer and Seller shall disclose the Confidential Information of the other party only to its Representatives who require such material for the purpose of evaluating the Contemplated Transactions and are informed by Buyer or Seller as the case may be, of the obligations of this Article 8 with respect to such information. Each of Buyer and Seller shall (iv) enforce the terms of this Article 8 as to it respective Representatives (v) take such action to extent necessary to cause its Representatives to comply with the terms and conditions of this Article 8; and (vi) be responsible and liable for any breach of the provisions of this Article 8 by it or its Representatives. Notwithstanding the above, Buyer shall have the right to use those trade secrets of Seller listed on Schedule 8.2(a) which relate only to the operation of the equipment located in the Lab and shall not be free to transfer any of such trade secrets to Third Parties.

JURISDICTION; SERVICE OF PROCESS

Subject to Section 9.4(b) below, any Proceeding arising out of or relating to this Agreement or any Contemplated Transaction may be brought in the courts of the State of Oklahoma, County of Oklahoma, or, if it has or can acquire jurisdiction, in the United States District Court for the Western District of Oklahoma, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such Proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court and agrees not to bring any Proceeding arising out of or relating to the Agreement or any Contemplated Transaction in any other court. The parties agree that either or both of them may file a copy of the paragraph with any court as written evidence of the knowing, voluntary and bargained agreement between the parties irrevocably to waive any objections to venue or to convenience pf forum. Process in any Proceeding referred to in the first sentence of this section may be served on any party anywhere in the world.

THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREEVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be addressed exclusively in the following priority order:

Negotiation. The Employee and the Company shall arrange a meeting, at a mutually convenient time by phone or in person, to discuss the issues of each Party and negotiate for a resolution of the dispute. The period of negotiation shall extend no longer than thirty (30) calendar days from the first meeting of the negotiators.

Mediation. If the Parties have failed to resolve the dispute by negotiation, the Parties shall submit to mediation prior to seeking resolution by binding arbitration. The Parties will cooperate with one another in selecting a mediator from the American Arbitration Association panel of neutrals, which shall be requested to promptly schedule the mediation proceedings. The parties covenant that they will participate in the mediation in good faith, and that they will each bear their own costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator, are expected to be treated as confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. If the dispute is not resolved within thirty (30) calendar days from the date of the submission of the dispute to mediation (or such later date as the parties may mutually agree in writing), the administration of the arbitration shall proceed forthwith. The mediation may continue, if the parties so agree, after the appointment of the arbitrators. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as arbitrator in the case. The pendency of a mediation shall not preclude a party from seeking provisional remedies, such as a temporary or permanent injunction or restraining order to prevent a continuing harm to a Party, in aid of the arbitration from a court of appropriate jurisdiction, and the parties agree not to defend against any application for provisional relief on the ground that a mediation is pending.

Arbitration. Within five (5) business days of the conclusion of the Parties’ mediation, any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by binding arbitration in Tulsa, Oklahoma, before three (3) arbitrators. The arbitration shall be administered by the American Arbitration Association pursuant to its Commercial Rules for Arbitration. The arbitrators’ award may be enforced in Tulsa County District Court, the United States District Court for the Northern District of Oklahoma or in any other court having jurisdiction over the parties. This clause shall not preclude the Parties from seeking provisional remedies in aid of arbitration, such as a temporary or permanent injunction or restraining order to prevent a continuing harm to a Party, from a court of appropriate jurisdiction. The Parties covenant that they will participate in the arbitration in good faith, and that they will each bear their own costs. The provisions of this clause may be enforced by any court of competent jurisdiction, and the Party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys’ fees, to be paid by the Party against whom enforcement is ordered.

The Parties agree that the dispute resolution priority set forth herein is a material term of this agreement and that the damages for failure to comply with the dispute resolution priority are and would be difficult to measure. Consequently, the Parties agree that in the event a Party elects to ignore the dispute resolution priority order requirements set forth in this Section 9.4(b), the Party making the election shall be obligated for all (internal and external) costs, fees and expenses, including attorneys’ fees, of the other Party, regardless of how the dispute is ultimately decided. In other words, any Party electing to forego the dispute resolution priority in Section 9.4(b) also elects to pay the fees, costs and expenses of the other Party even if the electing Party ultimately prevails. The dispute resolution priority order requirement specified in this Section 9.4(b) may be amended, modified, or waived only upon the agreement, in writing, of the Parties.

Violations listed on Inspection Notice from Fire Marshall’s Office, Tulsa Fire Department dated April 30, 2007. The Inspection Notice is attached to this Schedule 3.3(a) as Attachment 1.

Requirement of the Tulsa Fire Department for the installation of a land phone line for the fire alarm system at the Lab.

Contract with World GTL Trinidad Limited for catalyst laboratory testing services dated 14 August 2007

Use of heat on the cap of the catalyst stirring reactor

Use of lab operating procedures manual