Initial Agreement to Test a Bixby Model 5 between Global Partners United, LLC. and Bixby Energy Systems, Inc.
Initial
Agreement to Test a Xxxxx Model 5
between
Global
Partners United, LLC.
and
Xxxxx
Energy Systems, Inc.
Global Partners United, LLC
(hereinafter “GPU”) wishes to acquire a Xxxxx Model 5 Gasification unit from
Xxxxx Energy Systems, Inc. (Hereinafter “Xxxxx”) on a temporary basis, for a
test project it intends to conduct with one of its customers. The purpose of the
test is to determine the mass energy balance, and therefore, the viability of
operating the system in a Chinese facility using Chinese quality
coal.
Xxxxx and GPU both agree to conduct a
test of Xxxxx'x gasification system in China under the following
terms:
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1.
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GPU
shall provide a Temporary Rental Fee of US$900.000, provided in advance to
Xxxxx, so that Xxxxx can supply a Model 5 Xxxxx Gasification Unit to
GPU.
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2.
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Upon
receipt of that fee, Xxxxx will build, test, package and ship the unit to
a Chinese port designated by GPU. The time expected to accomplish this
phase is estimated to be approximately 90
days.
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3.
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Xxxxx
will pay the cost of shipping the unit to the Chinese
port.
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4.
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GPU
will take possession of the unit at the Chinese port and transport it to
GPU’s test facility located in Changzhi, Shanxi,
China.
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5.
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GPU
will engage an accredited General Contractor to install Xxxxx'x Model 5
unit, along with all the necessary ancillary equipment, and make the
system operational and ready for testing GPU intends to complete this
phase of the agreement within 60 days of receipt of the
unit.
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6.
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During
this phase of installation, Xxxxx agrees to provide a team of personnel at
the installation site in China for technical assistance on its technology
to the General Contractor.
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7.
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Once
the unit has been completely installed by the General Contractor and is
ready for testing, Xxxxx'x technical team will begin fine tuning the
system until it is producing the intended flow rates of gas and carbon at
the specified qualities GPU has
requested.
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8.
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GPU
will cover the expenses during the installation
phase.
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9.
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GPU
and Xxxxx will share equally all the expenses incurred during the test
phase.
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10.
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Once
the system is operating as expected, GPU may elect to exercise the right
to convert the use of this system from a rental to a Technology Usage
Program. In that event GPU agrees to pay Xxxxx an Initial Technology Usage
Fee of US$2,000,000 for the purpose of using it long term in a proposed
future joint venture with one of its
customers.
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11.
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Xxxxx
agrees that the Temporary Rental Fee of US$900,000 previously paid will be
credited against this amount, leaving a balance due of
US$1,100,000.
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12.
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If
GPU elects not to use the system any further, it will return the unit to
Xxxxx in good condition, freight prepaid, without further
obligation.
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Global
Partners United, LLC.
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Xxxxx
Energy Systems, Inc.
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/s/ Dr. Xxxxx Xxxxx
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/s/ Xxxxxx Xxxxxx
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Xxxxx
Xxxxx, CEO
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Xxxxxx
Xxxxxx, CEO
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December 9, 2009
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December 9, 2009
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Date
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Date
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