Licensing Agreement PETROLEUM METALLURGIC CORPORATION, C.A. LICENSING AGREEMENT THIS LICENSING AGREEMENT IS MADE EFFECTIVE MARCH 21, 2000 BY AND BETWEEN PETROLEUM METALLURGIC CORPORATION C.A. (PEMECO) Registered in Carcas, Republica de Venezuela dated...

Licensing Agreement



PETROLEUM METALLURGIC CORPORATION, C.A.
LICENSING AGREEMENT
 
THIS LICENSING AGREEMENT IS MADE EFFECTIVE MARCH 21, 2000 BY AND BETWEEN PETROLEUM METALLURGIC CORPORATION C.A. (PEMECO)
Registered in Carcas, Republica de Venezuela dated represented for this agreement by Xx. XXXXXXXXX XXXXXXX M-, Venezuelan, I.D. No. 928.916, with offices in Av. Orinoco, Edf. Lloyd's Urb. Las Mercedes, Caracas, 1060 Veneuela and
MAG WELL Inc., a Texas USA Corporation Represented for this agreement by Xx. XXXXXXX XXXXXXX, with offices 000X Xxxxxxxxx Xxxxxxx XX XXX 00000.


Mag-Well will agree to give PEMECO an exclusive manufacturing and sales agreement for all of Mexico and Latin America for an initial term of five years.
Mag-Well will supply PEMECO total or partially completed units for 2 3/8 inch, 2 7/8 inch, and 3 1/2 inch Mag-Well full bore tubing MFC. PEMECO will finish manufacturing the MFC's (see enclosed diagram) This will consist of
threading the rubbing with proper thread types to match the applications and easing the outside of the MFC according to Mag-Well specifications. It is estimated the cost to PEMECO will be between $ 3,000 - $5,000 per tool.
Mag-Well will sell the unfurnished tool to PEMECO for 50% of Mag-Well's retail price (see enclosed diagram for prices). PEMECO will finish the Mag-Well tool in Venezuela and resale under the PEMECO label at PEMECO's retail price.

Mag-Well will provide a full-time, on-site Petroleum Engineer, Xxxxxx Partidas, at Mag-Well's expense to help in all areas with engineering and application of the technology.
Mag-Well agrees to support sales in Mexico and Latin America in the form of technical papers, oil shows, seminars, and work shops to expedite and endorse the distribution of Mag-Well products. Mag-Well agrees to make best efforts to
help sell and distribution of Mag-Well products. Mag-Well agrees to make best efforts to help sell and distribute PEMECO pipe and tubing worldwide as part of a reciprocal agreement. Mag-Well also anticipates the expansion of this manufacturing agreement
to include its industrial water treatment tools an diesel fuel equipment.


/s/XXXXXXX X. XXXXXXX
  
/s/XXXXXXXXX XXXXXXX

  
Mag-Well, Inc.
  
PEMECO




 PETROLEUM METALLURGIC CORPORATION, C.A.
 IRREVOCABLE PURCHASE ORDER
 
NUMBER:
  
M-13-00

 
DATEDISSUED:
  
March 13, 2000

 
GOOD THRU:
  
1 year date of issue plus optional expense by 
PEMECO

 
OREDERED BY:
  
Xx. XXXXXXXXX XXXXXXX M.
Consultant Director




 
TO:
  
MAG-WELL, Inc
  
MAG-WELL, Inc

  
XX Xxx 0000
  
122 E Wisconsin

  
Me Allen, TX USA
  
Edinburg TX USA

  
78502
  
78539



 
 
TERMS:
  
50 days after confirmation of PEMECO for each partial order

  
SHIPPING:
  
FOB Edinburg TX



 
 
DELIVERY:
  
Minimum 20 Ea. per month, starting 50 days PEMECO confirmation order. mixed variety of items per month may be increased at PEMECO's Request.



 
 
ITEM
  
DESCRIPTION
  
QTY
  
UNIT P. 
  
EXTENSION

  
ONE
  
1825 FB-2.04.6 
  
MFC W/O Case & Threads 
  
80 EA
  
$55,000.00
  
$4,400,000

  
TWO
  
1825 FE-2.5-8.4 
  
MFC W/O Case & Threads 
  
80 EA
  
$80,000.00
  
$4,800,000

  
THREE
  
1825 FB-3.0-01 
  
MFC W/O Case & Threads 
  
80 EA
  
$65,000.00
  
$5,200,000

  
FOUR
  
Packing
  
Plywood or steel container 
  
240 ca 
  
$300,000
  
$ 729,000

  
TOTAL FOB MAG-WELL INC, PLANT EDINBURG TEXAS USA 
  
$14,472,000



  /s/Xx. XXXXXXXXX XXXXXXX
 Consultant Director