Exclusive License for Additional Territories Purchase Order for Prototype

EXCLUSIVE LICENSE FOR ADDITONAL TERRITORES

PURCHASE ORDER FOR PROTOTYPE

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

BETWEEN:

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

(hereinafter called "MEC")

OF THE FIRST PART

AND

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

(hereinafter called the "WPI")

OF THE SECOND PART

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

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

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

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

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

1.                                      Appointment of Additional Territory

2.                                      Additional Territory Fee

3.                                      Purchase Order for a Prototype Micro Refinery Unit

GENERAL CONTRACT PROVISIONS

(a)                To MEC at: ME Resource Corp.

Suite 900, 555 Burrard Street,

Vancouver, British Columbia, Canada V7X 1M8

Tel: (604) 893 7033

Fax: (604) 692 2801

(b)               To WPI at: Well Power Inc.

C/o: Cane and Clark

3273 Warm Springs Rd.

Las Vegas, NV 89120

Tel: 702 ###-###-####

Fax: 702 ###-###-####

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

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

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