UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934

For the month of January 2007

Commission File Number:  000-24027

 

Energy Exploration Technologies Inc.  

(Translation of registrant's name into English)

 

1400, 505-3 rd Street S.W.

Calgary, Alberta  T2P 3E6

Canada
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  X    Form 40-F ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  

Yes _____ No     X        

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  

Yes _____ No    X      

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes _____ No    X      

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):



The Issuer is filing material documents not previously filed.

TABLE OF CONTENTS


The following documents are filed as part of this Form 6-K:


   


Exhibit


Description

99.1

Announcement dated January 11, 2007

99.2

Second Amended and Restated Technical Services Agreement

99.3

SFD Technology Ownership Agreement

 99.4

Schedule of Series Provisions

99.5

Technology Transfer Agreement






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:  January 12, 2007

Energy Exploration Technologies Inc.  

By:   /s / Ken Rogers

Name:  Ken Rogers

Title:  Vice-President Finance and Chief Financial Officer


[ANNOUNCEMENT002.GIF]



NXT Announces Revised Agreements to Purchase SFD Technology.



Calgary, Alberta, Canada

Thursday, January 11, 2007


Energy Exploration Technologies Inc. ("NXT" or "the Company")


"ENXTF" – NASDAQ OTCBB


"EFW" – Frankfurt Exchange



NXT announces the execution of several agreements, ( the "2006 Agreements") to purchase the stress field detection technology for the exploration of hydrocarbon resources ("SFD Technology") from the Company’s founder and CEO George Liszicasz replacing the 10 year exclusive license of the SFD Technology executed December 31, 2005 (the "2005 Agreement").


The 2005 Agreement and the 2006 Agreements have similar economic terms.  The 2006 Agreements will be available on SEDAR at www.sedar.com.


As consideration for Mr. Liszicasz’ acceptance of the 2006 Agreements the Company modified the conversion attributes of the preferred shares that remain unchanged in number from the 2005 Agreement at 10,000,000 preferred shares.  Following negotiations conducted between the Company and Mr. Liszicasz, with the benefit of independent representation, the Company approved modified performance thresholds for the conversion of the preferred shares that are both realistic and if reached should generate significant value for the shareholders of NXT.  


The major changes to the conversion attributes of these convertible preferred shares are as follows:


2005 Agreement

2006 Agreements

2,000,000 Preferred shares are immediately convertible to common shares

No change

2,000,000 preferred shares are convertible into common shares upon the Company achieving gross revenue in any year of US $50 million

2,000,000 preferred shares are convertible into common shares upon the Company achieving cumulative aggregate gross revenue of US $50 million

A further 2,000,000 preferred shares are convertible into common shares upon the Company achieving gross revenue in any year of US $100 million

A further 2,000,000 preferred shares are convertible into common shares upon the Company achieving cumulative aggregate gross revenue of US $100 million







2005 Agreement

2006 Agreements

A further 2,000,000 preferred shares are convertible into common shares upon the Company achieving gross revenue in any year of US $250 million

A further 2,000,000 preferred shares are convertible into common shares upon the Company achieving cumulative aggregate gross revenue of US $250 million

A further 2,000,000 preferred shares are convertible into common shares upon the Company achieving gross revenue in any year of US $500 million

A further 2,000,000 preferred shares are convertible into common shares upon the Company achieving cumulative aggregate gross revenue of US $500 million

At December 31, 2015, upon expiration of the license term, the SFD Technology will revert to Mr. Liszicasz

At December 31, 2015 the SFD Technology can be retained by the Company by either:

(i) if the Company earned cumulative aggregate gross revenue of US $500 million or more in the 9 year period ended December 31, 2015 then the Company can retain the SFD Technology by issuing Mr. Liszicasz an additional 1,000,000 common shares; or (ii) if the Company did not earn cumulative aggregate gross revenue of US $500 million or more in the 9 year period ended December 31, 2015, then the Company can retain the SFD Technology by immediately making any remaining preferred shares convertible

If NXT chooses not to retain the SFD Technology it can be acquired by Mr. Liszicasz for $10.00

Gross revenue shall be determined in accordance with generally accepted accounting principles as reported in the Company’s annual audited consolidated financial statements and will include the proceeds on the sale of assets.


All other terms contained in the 2006 Agreements are largely unchanged from the superseded 2005 Agreement.  


National Instrument 62-103 Early Warning Information


NXT has issued 10,000,000 convertible preferred shares of the Company ("Preferred Shares") to Mr. Liszicasz representing, assuming the occurrence of all vesting events and conversion by Mr. Liszicasz, 27 percent of the outstanding shares of NXT.  Mr. Liszicasz currently holds 5,062,490 common shares of NXT which, along with the Preferred Shares represent 40 percent of the outstanding shares of NXT.


Mr. Liszicasz was issued the Preferred Shares in connection with the 2006 Agreements and will hold the Preferred Shares for investment purposes.  Mr. Liszicasz may acquire or dispose of shares from time to time.


NXT is in the business of providing wide-area airborne exploration services to the oil and gas industry. The Company utilizes its proprietary SFD Survey System to offer its clients a unique, low cost service to rapidly identify sub-surface structures with reservoir potential in sedimentary






basins with no environmental impact. The value of the service is providing clients with an efficient, cost effective method of surveying large areas and delivering an inventory of SFD prospects with high potential.  The SFD-based exploration process substantially reduces the need for 2-D reconnaissance seismic thus saving clients valuable time and money.


Additional information about NXT and the SFD technology is available on the Company’s website www.nxtenergy.com .


For more information or to receive a copy of the report filed pursuant to National Instrument 62-103 contact:


Ken Rogers

Vice President Finance and CFO

Energy Exploration Technologies Inc.

505 — 3 rd Street, S.W., Suite 1400

Calgary, Alberta, Canada T2P 3E6

Tel:

(403) 264-7020

Fax:

(403) 264-6442

info@nxtenergy.com

www.nxtenergy.com




Forward-Looking Statements

 

This news release may include forward-looking statements including opinions, assumptions, estimates and expectations of future prospects for the Company and financial projections.  When used in this document, the words "anticipate," "believe," "estimate," "expect," "intend," "may," "project," "plan," "will," "should" and similar expressions are intended to be among the statements that identify forward-looking statements.  Forward-looking statements are subject to a wide range of risks and uncertainties, and although the Company believes that the expectations represented by such forward-looking statements are reasonable; there can be no assurance that such expectations will be realized.  Any number of important factors could cause actual results to differ materially from those in the forward-looking statements including, but not limited to, the volatility of oil and gas prices, the ability to implement corporate strategies, the state of capital markets, the ability to obtain financing, changes in the oil and gas industry, operating risks, reserve estimates, changes in general economic conditions and other factors more fully described from time to time in the reports and filings made by the Company with securities regulatory authorities.


Neither the NASDAQ OTCBB nor the Frankfurt or Berlin Exchanges have reviewed and do not accept responsibility for the adequacy or accuracy of this news release.










AMENDED AND RESTATED TECHNICAL SERVICES AGREEMENT


THIS AMENDED AND RESTATED TECHNICAL SERVICES AGREEMENT (the "Services Agreement") shall be effective as of December 31, 2005 (the "Effective Date") between:

Energy Exploration Technologies, Inc. a body corporate, duly incorporated pursuant to the laws of the Province of Alberta, with an office in the City of Calgary, in the Province of Alberta (hereafter the "Corporation");

- and -

George Liszicasz, an individual residing in the City of Calgary, in the Province of Alberta (hereafter the "Executive").

WHEREAS the Executive is possessed of special technical skills and knowledge in the operation of certain scientific equipment and in the interpretation of the data generated by same;

AND WHEREAS the Executive and the Corporation have entered into an Interim Operating Agreement as of this date which shall govern the relationship between the Parties with respect to certain matters for that period commencing on the date hereof and expiring on December 31, 2005 (the "Interim Period");

AND WHEREAS the Executive is the President, Chief Executive Officer and a Director of the Corporation and receives remuneration for the management and administrative duties associated with those positions;


AND WHEREAS the Executive has continued to develop the Operating Stress Field Detectors and the Executive's SFD Theories, independent of the Corporation while providing services as a director, officer and employee of the Corporation;


AND WHEREAS the Executive has represented that the Operating Stress Field Detectors and the Executive's SFD Theories have been significantly enhanced due to his independent efforts over the past several years and are a materially different than that which existed at the development of the Prototype Stress Field Detector;


AND WHEREAS Parties acknowledge that there is a mutual benefit in ensuring that the Executive will be available to provide technical and other assistance to the Corporation during that period subsequent to December 31, 2005;

AND WHEREAS the Corporation and the Executive have reached Services Agreement on the terms and conditions upon which the Executive will provide these services to the Corporation;





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NOW THEREFORE in consideration of the mutual covenants contained in this Services Agreement and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged by the Parties, the Corporation and the Executive agree as follows:

ARTICLE 1
DEFINITIONS AND INTERPRETATION

1.1

Definitions.  In this Services Agreement unless otherwise defined herein, capitalized terms shall have the meaning set forth below:

"Affiliate" has the meaning attributed to such term in the Business Corporations Act (Alberta), as the same may be amended from time to time and any successor legislation thereto and includes, without limitation, any joint venture of which the Corporation is a participant.

"Benefits" means those amounts provided by or paid by the Corporation in respect of the Executive's remuneration package as specified in Article 6.1.

"Board of Directors" means the board of directors of the Corporation.

"Business Day" means any day, other than Saturday, Sunday or any statutory holiday in Calgary, Alberta.

"Compensation Committee" means that Committee established by the Corporation from time to time to set the compensation of, inter alia , the Executive.

"Confidential Information" means all confidential or proprietary information, intellectual property (including trade secrets) and confidential facts relating to the business or affairs of the Corporation and its Affiliates, and shall also include the contents of this Services Agreement.

"Constructive Dismissal" means the occurrence or omission of any event or course of events which would constitute, pursuant to the laws (including the common law) of the Province of Alberta then in effect, constructive dismissal of the Executive as an employee or officer of the Corporation and, without limiting the generality of the foregoing, shall include the occurrence of any of the following without the Executive's consent (except in connection with the termination of the employment of the Executive for Just Cause, Death or Permanent Disability):

(a)

a material change (other than those which are clearly consistent with a promotion) in the Executive's position or duties with the Corporation (including any position or duties as a Director of the Corporation), responsibilities (including, without limitation, the office to which the Executive reports and the personnel which report to the Executive), title or office, which includes any removal of the Executive from or any failure to re-elect or re-appoint the Executive to any such positions or offices (in this regard, the Parties acknowledge that the Corporation shall appoint a new President, Chairman of the Board or Chief Operating Officer and that such appointment shall not constitute a Constructive Dismissal; or

(b)

a reduction by the Corporation of the Executive's Salary, Benefits or any other form of remuneration or any change in the basis upon which the Executive's







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Salary, Benefits or any other form of remuneration payable by the Corporation is determined (excluding any change in benefits or other forms of remuneration, where the new package is of reasonably equivalent or greater value than the prior package) or any failure by the Corporation to increase the Executive's Salary, Benefits or any other forms of remuneration payable by the Corporation in a manner consistent (both as to frequency and percentage increase) with practices in effect with respect to the other senior executives of the Corporation; or

(c)

any failure by the Corporation to continue in effect any benefit, bonus, profit sharing, incentive, remuneration or compensation plan, stock ownership, stock option or stock purchase plan, pension plan or retirement plan in which the Executive is participating or entitled to participate or the Corporation taking any action or failing to take any action that would adversely affect the Executive's participation in or reduce his rights or benefits under or pursuant to any such plan, without in any of the foregoing events providing alternative rights or benefits of reasonably equivalent or greater value, or the Corporation failing to increase or improve such rights or benefits on a basis consistent with practices in effect with respect to the other senior executives of the Corporation; or

(d)

the Corporation relocating the Executive to any place other than Calgary, without the consent of the Executive, except for required travel on the Corporation's business to an extent substantially consistent with the Executive's current duties and obligations; or

(e)

any breach by the Corporation of any provision of this Services Agreement which is not rectified in all material respects within a reasonable period of time after notice of such breach has been provided by the Executive to the Corporation; or

(f)

the failure by the Corporation to obtain, in a form satisfactory to the Executive, an effective assumption of its obligations under this Services Agreement by any successor to the Corporation.

"Effective Date" has the meaning set forth in Article 2.1 of this Services Agreement.

"Just Cause" means the occurrence or omission of any event or action which would entitle the Corporation, pursuant to the laws (including the common law) of the Province of Alberta then in effect, to terminate the employment and offices of the Executive for just cause, and, without limiting the generality of the foregoing, shall include any of the following:

(a)

failure of the Executive to substantially perform his duties to the Corporation according to the terms of his employment (other than those which follow a change in his duties (excluding a change which is clearly consistent with a promotion) and other than circumstances involving a Constructive Dismissal or involving or potentially leading to a Permanent Disability), after Notice by the Corporation of the failure to do so and an opportunity for the Executive to correct the same within a reasonable time from the date of receipt of such Notice from the Corporation; provided that, for greater certainty, any failure by the Executive to







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carry out any direction, order or request that is improper, unlawful or unreasonable shall not constitute a failure by the Executive to properly carry out his duties hereunder or as an employee of the Corporation; or

(b)

wilful misconduct or gross negligence by the Executive which is materially injurious to the Corporation, monetarily or otherwise; or

(c)

theft, fraud, breach of securities regulation or misconduct of a kind that involves a material degree of dishonesty by the Executive and that if publicly disclosed would tend to bring the Corporation into disrepute, including (without limitation) the engaging by the Executive in any criminal act of dishonesty resulting or intended to result directly or indirectly in personal gain of the Executive at the Corporation's expense.

"Monthly Remuneration" means that figure obtained by taking the Salary of the Executive as defined in Article 6.1, (as same may be modified from time to time), and dividing that figure by 12.

"Normal Retirement Date" shall mean the date as of which the Executive would be required to retire, determined in accordance with the Corporation's practices and policies relating to retirement generally applicable to its senior executives and in effect immediately prior to any change of control or at the Termination Date, whichever is more favourable to the Executive.

"Notice" means any statement, payment, account, notice, election, direction or other writing required or permitted to be given hereunder.

"Operating Stress Field Detectors" or “Operating SFD Detectors” means those refined, redesigned, modified and improved instruments and devices designed, engineered and constructed by the Executive on or after June 1, 1999, for use in the reception, collection, recording to enable the interpretation and analysis of subsurface geological stresses for use in the identification of prospective oil and gas formations, together with the software and hardware associated therewith.

"Payout Amount" means that sum of money determined to be due and owing to the Executive pursuant to the terms of any Executive Employment Agreement then in place between the Corporation and the Executive.

"Permanent Disability" means the mental or physical state of the Executive is such, that:

(a)

the Executive has to a substantial degree been unable, due to illness, disease, affliction, mental or physical disability or similar cause, to fulfil his obligations as an employee or officer of the Corporation either for any consecutive four month period or for any period of six months (whether or not consecutive) in any consecutive 12 month period; or

(b)

a court of competent jurisdiction has declared the Executive to be mentally incompetent or incapable of managing his affairs.







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"Perquisites" means those amounts provided by or paid by the Corporation in respect of the Executive's remuneration package, as specified in Articles 5.3.

"Person" means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity, however designated or constituted.

"Retirement" shall mean the retirement from his employment by the Executive on the Normal Retirement Date.

"Salary" has the meaning attributed to such term in Article 5.1.

"SFD Data" means the electronic signals and associated impulses collected by the Operating SFD Detectors during the course of an SFD Survey.

"SFD Services" means the provision of those services as are set forth in Article 3 of this Services Agreement utilizing the Operating SFD Detectors.

"SFD Surveys" means the process of collecting SFD Data by transporting the Operating Stress Field Detectors over land and/or water, using aircraft or other motorized vehicles as may be appropriate for the purpose of collecting SFD Data.

"SFD Theories" means the theories of quantum physics which are utilized in the operation of the Operating SFD Detectors and the various engineering processes used in the practical application of these theories.

"Term" has the meaning ascribed thereto in Article 2.1.

"Termination Date" means the date upon which Termination of Employment is effective, pursuant to the provisions of Article 8.

"Termination of Employment" means the termination of the employment of the Executive with the Corporation, pursuant to Article 8.

"Year of Employment" means any 12 month period commencing on the Effective Date or on any anniversary of such date.

1.2

Interpretation.   In this Services Agreement the following rules shall apply for the purposes of interpretation:

(a)

Wherever in this Services Agreement the masculine, feminine or neuter gender is used, it shall be construed as including all genders, as the context so requires; and wherever the singular number is used, it shall be construed to include the plural and vice versa , as the context so requires.







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(b)

If any covenant or obligation of either party contained herein or any provision of this Services Agreement or its application to any Person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Services Agreement or the application of such covenant or obligation to Persons or circumstances other than those to which it is held invalid or unenforceable shall not be affected, and each provision and each covenant and obligation contained in this Services Agreement shall be separately valid and enforceable, to the fullest extent permitted by law or in equity.

(c)

Time shall in all respects be of the essence of this Services Agreement.

(d)

The division of this Services Agreement into Articles, Sections and subsections or any other divisions and the inclusion of headings are for convenience only and shall not affect the construction or interpretation of all or any part hereof.

(e)

This Services Agreement shall be governed by and construed and interpreted in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein.  Each of the parties hereby irrevocably attorns to the jurisdiction of the Courts of the Province of Alberta with respect to any matters arising out of this Services Agreement.

(f)

Each party's rights may be exercised concurrently or separately and the exercise of any one remedy shall not be deemed an exclusive election of such remedy or preclude the exercise of any other remedy.

(g)

This Services Agreement contains the entire understanding of the parties with respect to the matters contained or referred to herein.  There are no promises, covenants or undertakings by either party hereto to the other, other than those expressly set forth herein.  This Services Agreement supersedes and replaces any earlier employment agreement, whether oral or in writing or partly oral and partly in writing, between the parties respecting the matters contained or referred to herein.  Notwithstanding the foregoing, any and all option agreements between the Corporation and the Executive shall remain in full force and effect.

ARTICLE 2
TERM OF THE SERVICES AGREEMENT

2.1

Term.  This Services Agreement shall commence on December 31, 2005, and continue for a term of ten (10) years thereafter or until this Services Agreement is terminated by the Corporation or the Executive as provided for herein.  In no event shall the termination of this Services Agreement affect any of the rights of the Corporation or the Executive which may have accrued prior to such termination.

ARTICLE 3
EMPLOYMENT OF THE EXECUTIVE

3.1

Employment.  The Corporation shall employ the Executive, and the Executive shall serve the Corporation, as an officer of the Corporation in the position of President and Chief







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Executive Officer, on the conditions and for the remuneration hereinafter set forth, or in such other position, on such other conditions or for such other remuneration as the parties hereto may subsequently agree to.  In such position, the Executive shall perform or fulfil such duties and responsibilities as the Board of Directors of the Corporation may designate from time to time and as are consistent with such position.  The Executive shall report to the Board of Directors.

3.2

Provision of SFD Services.   In the course of his employment the Executive shall provide the Corporation with the SFD Services for the purpose of carrying out the Corporation's operations in the exploration for hydrocarbon resources.  In rendering such SFD Services, the Executive may utilize such Corporation personnel and such third parties as the Executive may deem appropriate.

3.3

The SFD Services.   The Executive shall provide reasonable support to the Corporation in delivering know-how and technical expertise for the delivery of the SFD Services to the Corporation, such services to include but not be limited to the following:

(a)

the construction, fabrication, modification, redesign, refinement, advancement and development of the Operating Stress Field Detectors;

(b)

the planning, development, supervision and direction of such SFD Surveys as may, from time to time, be requested by the Corporation;

(c)

the interpretation and analysis of the SFD Data produced by the Operating SFD Detectors following the completion of the SFD Surveys; and

(d)

such other similar, incidental, or related activities as the Corporation may reasonably request and the Executive may reasonably agree to provide.

3.4

Obligations.  During the period of this Agreement, the Executive shall faithfully, honestly and diligently serve the Corporation and shall carry out such tasks as the Corporation may from time to time reasonably request.  The Executive shall, except in the case of illness or accident, devote a reasonable amount of his working time and attention to the performance of his obligations hereunder, except as directed or permitted by the Corporation, and shall use his reasonable best efforts to promote the best interests of the Corporation.

3.5

Further Certainty.   This Agreement is for the provision of SFD Services by the Executive to the Corporation.  Nothing in this Agreement shall operate to vary, modify or otherwise reduce or increase the obligations and benefits imposed upon, and enjoyed by, the Executive pursuant to the provisions of any Employment Agreement which he may presently be a party to or which he may, from time to time, enter into with the Corporation.

3.6

Support Services.   It is understood and agreed that, from time to time, certain tasks forming a part of the SFD Services to be provided by the Executive to the Corporation will require that personnel of the Corporation be made available to the Executive, to be assigned to such tasks as may be determined by the Executive, acting in his sole discretion.  All such personnel shall be provided by the Corporation  and the payment of their salaries and expenses shall be for the account of the Corporation.







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ARTICLE 4
THE LICENCE


4.1

Grant of Licence.   The Executive hereby grants to the Corporation, and the Corporation hereby accepts from the Executive, an exclusive, world-wide license to use, develop, copy and modify the Operating SFD Detectors, and, to the extent reasonably necessary, the SFD Theories associated therewith, but only to the extent reasonably necessary for the Corporation to conduct SFD Surveys for the collection of SFD Data for use in the exploration of hydrocarbon resources.  The license granted to the Corporation pursuant to this Article 4 shall extend to the employees, contractors and agents of the Corporation to the extent reasonably necessary for the delivery of the SFD Services to the Corporation as provided for pursuant to Article 3.5.

4.2

Proprietary Rights.   Notwithstanding the grant of licence set forth herein, the Executive shall retain the exclusive right, title and interest in and to the SFD Theories including all intellectual property rights associated therewith.  Notwithstanding that title in the Operating Stress Field Detectors rests with the Corporation, the Corporation shall not be entitled to sell or otherwise dispose of the Operating Stress Field Detectors without the consent of the Executive.

4.3

Consideration.   In consideration for the licence granted hereunder and the delivery of the SFD Services by the Executive, the Corporation agrees to pay to the Executive that remuneration set forth in Article 5, in the manner and at the times set forth therein.  

4.4

Indemnification.   The Corporation shall defend any suit or proceeding brought against the Executive arising out of or based on any claim, demand, or action alleging that the SFD Theories or the Operating SFD Detectors, or any portion thereof or interest thereto, as used within the scope of this Services Agreement, infringes or misappropriates any third-party rights.  The Corporation further agrees to indemnify and hold the Executive harmless from and against any suits, causes of action, damages, costs, (including, without limitation, reasonable counsel fees incurred in connection therewith or with successfully establishing the right of indemnification hereunder) and liabilities of any nature whatsoever, which arise out of or are related to the breach or default by the Executive in the performance of any obligation to be performed and/or agreement to be met by the Executive under this Services Agreement.  Additionally, the Corporation shall pay any costs, damages, or awards of settlement, including court costs, arising out of any such claim, demand, or action provided that the Corporation's liability hereunder shall be predicated upon the Executive's provision of notice to the Corporation promptly upon learning of such loss, claim or other indemnifiable event (the "Claim").  At the Executive's option, the Corporation shall defend the Executive against the Claim.  In the event Corporation undertakes such defense, the Executive shall be entitled to select counsel to participate in the defense and shall have the right to approve any settlement, which approval shall not be unreasonably withheld or delayed.  The parties agree that the foregoing indemnity obligations shall survive the termination or expiration of this Services Agreement.









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ARTICLE 5
REMUNERATION

5.1

Salary and Bonus Plan.   The Corporation shall pay the Executive a gross salary ("Salary") in respect of each Year of Employment during the Term of this Services Agreement, before deduction for income taxes and other required statutory deductions, in an amount established from time to time by the Compensation Committee of the Corporation, payable in arrears in equal semi-monthly installments during such Year of Employment.  The Salary may be increased by such amount, if any, as approved from time to time by the Board of Directors or the Compensation Committee of the Board.  The Board of Directors will provide the Executive with a performance and salary review once each calendar year.  The Executive is also entitled, in addition to Salary, to participate in the bonus plan or plans provided by the Corporation from time to time to senior executives of the Corporation.

5.2

Licence Fees and Related Consideration.   In addition to the Salary, the Corporation shall provide to the Executive additional consideration through the issuance of preferred shares of the Corporation which shall be exchangeable for common shares of the Corporation on a one to one basis in accordance with the details set forth in the following table:

Stage

Number of Preferred

Shares

Annual Gross Revenue

of the Corporation

1

2,000,000

Convertible on January 1, 2006

2

2,000,000

$50 million

3

2,000,000 (see Section 5.3)

$100 million

4

2,000,000(see Section 5.3)

$250 million

5

2,000,000(see Section 5.3)

$500 million

TOTAL

10,000,000

 


5.3

One million ("1,000,000") of the preferred shares are convertible when annual gross revenues of the Corporation exceed $100 million and the balance of the preferred shares are convertible subject to ratification of the Shareholders of the Corporation.  Gross revenue of the Corporation shall be determined on a consolidated basis with any subsidiaries of the Corporation in accordance with Canadian GAAP and will also include the proceeds of sale of assets by the Corporation or its subsidiaries and shall be determined prior to the payment of dividends or other shareholder distributions.

5.4

The license rights granted pursuant to Article 4 shall be transferred by the Executive to the Corporation in accordance with the following provisions:

(a)

the preferred shares of the Corporation shall be issued to the Executive in accordance with a rollover agreement pursuant to Section 85 of the Income Tax Act (Canada);

(b)

the Corporation and the Executive will obtain a fairness opinion from an independent corporate finance expert or qualified independent chartered accounting firm in respect of the transaction to be presented to Shareholders. The







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issuance of the first five million preferred shares is not contingent on a fairness opinion. The parties acknowledge that, based upon a current share price of the Corporation of approximately $2.00 U.S., the transfer of the rights and services contemplated hereunder could have a total value of $20 million U.S.  The parties believe that the SFD Technology and the related services would have significant commercial value to companies engaged in the provision of seismic or other services to the industry.  Recognizing that the Executive presently holds a significant position in the shares of the Corporation, and there should be strong incentives for the Executive to create significant value for the shareholders of the Corporation, the parties have negotiated performance milestones whereby the shares, other than an initial grant to the Executive, will only be convertible for common shares if significant revenues are derived in the Corporation.

(c)

In the event that the performance milestones are not achieved on or before a date which ten years from the date of execution of the Technical Services Agreement, the Corporation shall have the right to redeem the preferred shares for a price of $0.01 per preferred share.

(d)

Although the Corporation is not presently a reporting issuer in any jurisdiction in Canada, the parties consider it advisable to generally comply with securities policies within Canada as a matter of good corporate governance and in contemplation of becoming a reporting issuer and in raising funds through public offerings in Canada.  The parties specifically acknowledge the provisions of the Canadian National Policy on “Insider Transactions” which require shareholder ratification of an issuance of equity of the company representing over a threshold of 25% of the outstanding equity capital of the corporation.  Based upon a current outstanding equity capital of approximately 20,000,000 common shares, the Board of Directors of the Corporation can authorize the issuance of approximately 5,000,000 preferred shares convertible into 5,000,000 common shares.  The parties propose that 5,000,000 preferred shares be authorized and issued under the lowest performance thresholds noted above upon execution of the Technology Services Agreement.  The second 5,000,000 preferred shares will also be authorized and issued, but will be subject to cancellation in the event that they are not authorized at a meeting of shareholders of the Corporation if such approval would be required if we deem the policy to apply to the Corporation (the “Approval Condition”).  In the event that the Approval Condition applies and the approval is not received by the shareholders, the term of the exclusive licence shall be reduced to five years.

(e)

In the event of a change of control of the Corporation arising from a takeover bid, business combination or other similar transaction, preferred shares which have not already become convertible into common shares shall immediately have the right to convert into common shares on the basis of the following related to the share price of the Corporation and the stages noted above:







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Stage

Number of Preferred

Shares

Share Price of the

Corporation ($U.S.)

1

2,000,000

N/A

2

2,000,000

$5.00

3

2,000,000

$5.00

4

2,000,000

$10.00

5

2,000,000

$10.00


(f)

The issuance of common shares in exchange for preferred shares shall be adjusted for any share split or consolidation of capital of the Corporation or as the result of any business combination or other transaction which does not result in a change of control of the Corporation.

(g)

In conjunction with the licence granted pursuant to Article 4, the Executive shall agree to commit his full time and attention to the business and affairs of the Corporation which services shall include:

(i)

further development and enhancement of the SFD Theories the benefit of which will continue to be the property of the Executive at the expiry of the Technology Services Agreement;

(ii)

the development of new SFD Detectors which shall be the property of the Corporation;

(iii)

development of computer algorithms for the processing and interpretation of SFD Data and the training of personnel in the interpretation of that data;

(iv)

the terms and conditions of this service arrangement shall be considered separate and apart from any agreement with the Executive in his capacity as a director or officer of the Corporation and any payment for the management of the business and affairs of the Corporation in accordance with a business plan.

5.5

Benefits and Expenses.   In addition to the Salary, commencing on the Effective Date, the Corporation shall provide to the Executive and, as may be applicable, his family, during the Term of this Services Agreement the following benefits:

(a)

life insurance;

(b)

employee accidental death, dismemberment and specific loss insurance;

(c)

short term disability income benefits;

(d)

Family Coverage with Alberta Health Care;







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5.6

Allocation.  The expenses in respect of each of the foregoing shall be allocated between the Executive and the Corporation in accordance with the terms of the Corporation's Executive Benefits Plan.

5.7

Expenses.  The Corporation will, before and after the Termination Date, reimburse the Executive for all reasonable business, travel and out-of-pocket expenses which may be incurred by the Executive in the course of his employment and in the performance of his duties and responsibilities hereunder; provided that the Executive provides the Corporation with appropriate receipts and records of such expenses and provided further that the expenses conform to the Corporation's general expense policies.

ARTICLE 6
VACATION

6.1

The Executive shall be entitled, during each calendar year, to vacation, with pay, of four (4) weeks (prorated for part years).  Vacation shall be taken by the Executive at such times as may be proposed by the Executive and as may be acceptable to the Corporation, acting reasonably having regard to its operations.  If, at the Termination Date of the Executive's employment under this Services Agreement, for any reason whatsoever, the Executive has not received all entitlements to vacation for the current or prior Years of Employment, the Executive shall be paid, in addition to other amounts, if any, payable hereunder, an amount in lieu of such vacation not received by the Executive based upon the Executive's Salary at the Termination Date, together with a sum representing the value of the Benefits and Perquisites for such period.

ARTICLE 7
SHARE OPTIONS

7.1

Additional Grants.  Notwithstanding anything else herein to the contrary, the Executive shall also be eligible to receive additional grants of options from the Corporation, from time to time, to the extent determined by the Board of Directors of the Corporation and its sole discretion, which options shall vest in accordance with a schedule to be determined by the Corporation at its sole discretion, and which shall have an exercise price equal to the market price of the Corporation's common shares on the date of grant, or such higher price as may be required by any stock exchange on which the shares of the Corporation are listed.

7.2

Exercise. Any options granted to the Executive by the Board of Directors of the Corporation, or pursuant to the terms of this Services Agreement, may be exercised only in accordance with the terms and conditions of the stock option plan.

7.3

Rules of the Stock Exchanges.   The Corporation and the Executive expressly acknowledge and agree that all options to purchase shares of the Corporation to which the Executive shall be entitled hereunder, and any changes to such options (including, without limitation) changes provided for in this Services Agreement, shall be subject to the approval and the regulations, policies and by-laws of each of the stock exchanges on which the common voting shares of the Corporation are then listed.  The Corporation covenants to use its reasonable commercial efforts to obtain any such approvals and to ensure that all options are in compliance with such regulations, policies and by-laws.







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ARTICLE 8
TERMINATION

8.1

Termination upon Permanent Disability of Executive.   In the event that the Executive shall suffer a Permanent Disability, the employment of the Executive may be terminated by the Corporation upon the giving of Notice of at least 45 days; provided that such termination does not adversely affect the Executive's entitlement to short term and long-term disability benefits under the Corporation's short term and long term disability plans.

8.2

Termination upon Death.   The employment of the Executive shall terminate immediately upon the death of the Executive; provided that the estate of the Executive shall be entitled to exercise those Options to purchase shares of the Corporation vested prior to the Termination Date, by delivering Notice of such exercise, at any time and from time to time within 90 days following the Termination Date.

8.3

Termination by Corporation for Just Cause.   The employment of the Executive may be terminated by the Corporation for Just Cause at any time after the Effective Date:

(a)

forthwith upon delivery of Notice by the Corporation to the Executive (which Notice shall contain particulars of the Just Cause), in the event of Just Cause as defined in Article 1; and

(b)

at the expiry of 30 days following the delivery of Notice by the Corporation to the Executive (which Notice shall contain particulars of the Just Cause), in the event of Just Cause other than as defined in Article 1, if the Executive has not rectified the failure specified in such Notice prior to the expiry of such 30 days.

8.4

Just Cause.  In the event of termination pursuant to Article 8.3(a);

(a)

the Executive shall have no further right to Salary, Benefits, Perquisites or any other payments due hereunder from and after the Termination Date (other than such payments accrued but unpaid to the Termination Date and other than in respect of any unreceived vacation as provided in Article 8.1);

(b)

the Executive shall have no further right to exercise any parts of the options to purchase shares of the Corporation which have not been validly exercised prior to the fifth Business Day following the Termination Date; and

(c)

for greater certainty, the Executive shall have no right to the Payout Amount as that term is defined in Article 1.

8.5

Termination by the Corporation for Other Reasons.   The employment of the Executive by the Corporation may be terminated by the Corporation, other than by reason of Permanent Disability, Death or Just Cause, at any time after the Effective Date, following the delivery by the Corporation to the Executive of Notice of Termination under this Article 8.4(a).

(a)

Upon termination of employment pursuant to Article 8.4(a), the Executive shall be entitled to receive and the Corporation shall pay or arrange to be paid or







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provided to the Executive in cash or by certified cheque within 5 Business Days after the Termination Date, or within such other period to effect tax planning at the request of the Executive and to the extent permitted by law:

(i)

the Payout Amount less required statutory deductions; provided that the Corporation shall not be required to pay all or any part of the Payout Amount unless and until the Executive shall have executed and delivered a specific release, in form and substance satisfactory to the Corporation (acting reasonably); plus

(ii)

accrued and unpaid Salary, Benefits, Perquisites and expenses to the Termination Date and in respect of any unreceived vacation as provided in Article 8.1.

and in addition thereto:

(iii)

the Executive's right to exercise his options to purchase shares of the Corporations as referred to under Article 8.1 as to any and all shares, whether or not the option right has otherwise accrued or vested, shall fully vest as at the date of Notice and shall remain exercisable for a period of 90 days from the Termination Date; and

(c)

the Corporation shall permit the Executive the opportunity to transfer any and all health and insurance benefits received by the Executive as at the Termination Date, at the sole cost of the Executive, but only to the extent permitted by the existing benefit plan or plans in place at the Termination Date.

8.6

Termination by the Executive.   The employment of the Executive by the Corporation may be terminated by the Executive in the event of Constructive Dismissal, following the delivery by the Executive to the Corporation of Notice of such termination (which Notice shall contain particulars of the Constructive Dismissal).

8.7

Payment.  Upon termination of employment pursuant to this Article 8.6:

(a)

the Corporation shall pay to or to the order of the Executive in cash or by certified cheque within 10 days after the Termination Date, or within such other period to effect tax planning at the request of the Executive and to the extent permitted by law, the Payout Amount;

(b)

as expeditiously as possible after the Termination Date, the Corporation shall pay or reimburse the Executive for all expenses incurred prior to the Termination Date;

(c)

the Corporation shall permit the Executive the opportunity to transfer any and all health and insurance benefits received by the Executive as at the Termination Date, at the sole cost of the Executive, but only to the extent permitted by the existing benefit plan(s) in place at the Termination Date; and







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(d)

the Corporation shall pay to the Executive all outstanding and accrued regular and special vacation pay to the Termination Date in accordance with Article 8.1.

8.8

No Mitigation.   The amounts payable to the Executive pursuant to this Article 8 shall not be reduced in any respect in the event that the Executive shall secure or shall not reasonably pursue alternative employment following the termination of the Executive's employment.

8.9

No Further Obligations.   Upon Termination of Employment and upon payment by the Corporation to the Executive of the amounts provided in this Services Agreement applicable to the nature of the termination, the Corporation shall have no further obligation to the Executive in respect of any claim whatsoever which the Executive may have against the Corporation in respect of such employment or termination of such employment, including but not limited to any benefits pursuant to any collateral benefit plan and any notice, termination or severance benefits under applicable employment standards legislation or common law; provided that the provisions of Articles 10, 13 and 14 of this Services Agreement shall survive termination of employment.

ARTICLE 9
ASSIGNMENT

9.1

Assignment.   The Corporation shall be entitled to transfer or assign this Services Agreement to an Affiliate, provided that notice of such assignment or transfer shall be promptly given to the Executive and that the Corporation shall remain liable for due performance of this Services Agreement by such Affiliate and for any additional costs to the Executive as a result of such assignment or transfer. The Executive may not assign his rights or obligations hereunder and any attempted assignment shall be void and of no effect.

ARTICLE 10
CONFIDENTIALITY

10.1

Confidential Information.

(a)

Each Party acknowledges that, except to the extent reasonably required by law,  the content of this Services Agreement and the knowledge of any other information obtained by one Party from the other in connection with its performance of this Services Agreement is proprietary and confidential information (the "Confidential Information").

(b)

Subject to Article 10.1(c), the Confidential Information shall not be disclosed by one Party to any third party without the prior written consent of the other Party.

(c)

Each Party shall be entitled to use and disclose to its employees, agents, consultants and Affiliates Confidential Information as may be necessary to carry out its obligations under this Services Agreement.

(d)

The following information shall not be considered Confidential Information: (i) information which becomes part of public domain, through no breach of this Services Agreement by either Party, (ii) information which a Party is obliged by law to disclose provided that in such circumstances the Party required to disclose







- 16 -


shall give the other Party prior notice, (iii) information which the other Party receives from a third party lawfully entitled to disclose same, or (iv) information which is known to the recipient at the time of disclosure, as evidenced by the recipients' prior written records.

ARTICLE 11
ENTIRETY OF SERVICES AGREEMENT

11.1

Entirety.   The Interim Operating Agreement and this Services Agreement constitute the entire agreement of the Parties in respect of the matters dealt with herein and supersede any and all prior understandings or agreements of the Parties relating hereto.

ARTICLE 12
APPLICABLE LAW

12.1

Governing Law.   This Services Agreement shall be governed by and construed in accordance with the laws in force in the Province of Alberta without giving effect to the principles of conflicts of law.  The Parties hereby agree to submit to the exclusive jurisdiction of the courts of the Province of Alberta with respect to any proceeding relating to this Services Agreement and the enforcement thereof.

ARTICLE 13
INDEMNITY AND INSURANCE

13.1

Generally.  The Corporation covenants, both during and after the Executive's term of service, to indemnify and hold harmless the Executive and his heirs and legal representatives, to the maximum extent permitted by the Business Corporations Act (Alberta) (provided that the Executive acted honestly and in good faith with a view to the best interests of the Corporation and, in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, the Executive had reasonable grounds for believing that his conduct was lawful), from and against:

(a)

all costs, charges, liabilities and expenses whatsoever that the Executive may sustain or incur in or about or in relation to any action, suit or proceeding that is brought, commenced or prosecuted against the Executive for or in respect of any act, deed, matter or thing whatever made, done or permitted or not made, done or permitted by the Executive in or about the execution of his duties as a director or officer of the Corporation or its subsidiaries; and

(b)

all other costs, charges, liabilities and expenses that the Executive may sustain or incur (including, without limitation, all income tax, sales tax and excise tax liabilities resulting from any payment made pursuant to this indemnity) in or about or in relation to the affairs of the Corporation or its subsidiaries or his position as a director or officer of the Corporation or its subsidiaries.

13.2

Indemnification.  The Corporation further agrees that any costs, charges and expenses referred to in Article 13.1(a) above shall be paid in advance of the final disposition of any such action or proceeding upon receipt by the Corporation of a written undertaking by the Executive







- 17 -


to repay such amount if it shall ultimately be determined that the Executive is not entitled to be indemnified in accordance with the terms and conditions of this Indemnity and the Business Corporations Act (Alberta).

13.3

Approvals.   The Corporation further agrees, both during and after the Executive's term of service, to use its best efforts to obtain any approval or approvals necessary for such indemnification and to co-operate with the Executive and to provide the Executive with access to any evidence which the Corporation may have or control, which would enable the Executive to make application or obtain any approval or approvals necessary for such indemnification.

ARTICLE 14
MISCELLANEOUS

14.1

Force Majeure.   Neither Party hereto shall be liable in any manner for failure or delay of performance of all or part of this Services Agreement, directly or indirectly, owing to any acts of God, governmental orders or restrictions, strikes or other labour disturbances, riots, embargoes, power failures, revolutions, wars (whether declared or undeclared), sabotage, terrorist attack, fires, floods, or any other causes or circumstances beyond the control of the parties.  The Party experiencing such delay or failure shall use reasonable commercial efforts to give prompt notice to the other Party and shall use reasonable commercial efforts to remove the causes or circumstances of non-performance with dispatch and on a consistent basis.  Financial difficulty shall not constitute a force majeure .

14.2

Notices.   All notices required or given by any Party hereto shall be in writing and shall be deemed to have been given when received by the receiving Party.  Any such notices shall be addressed to the appropriate Party at the address set forth below or to such other address as such Party shall have notified in writing to the other Party:

Energy Exploration Technologies, Inc.

Mr. George Liszicasz

1400, 505 Third Street, S.W.

383 Arbour Lake Way, N.W.

Calgary, Alberta

Calgary, Alberta

Canada, T2P 3E6

Canada, T3G 4A2


14.3

Waiver.   No waiver by any Party of any one or more defaults by another Party in the performance of this  Services Agreement shall operate or be construed as a waiver of any future default or defaults by the same Party, whether of a like or of a different nature.  No Party shall be deemed to have waived, released or modified any of its rights under this Services Agreement unless such Party has expressly stated in writing that it does waive, release or modify such right.

14.4

Assurances.  Each party shall do and perform all such acts and things and execute and deliver all such instruments and documents and writings and give all such further assurances as may be necessary to give full effect to the provisions and intent of this Services Agreement.

14.5

Resignation.  The Executive agrees that after termination of employment hereunder for any reason whatsoever, he will tender his resignation from any position he may hold as an officer or director of the Corporation or its Affiliates.







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14.6

Interest.  If Termination of Employment occurs the Corporation agrees to pay, to the full extent permitted by law, all legal fees and expenses which the Executive, the Executive's legal representatives or the Executive's family may reasonably incur arising out of or in connection with this Services Agreement, including any litigation concerning the validity or enforceability of, or liability under, any provision of this Services Agreement or any action by the Executive, the Executive's legal representatives or the Executive's family to enforce his or their rights under this Services Agreement regardless of the outcome of such litigation, and the Corporation agrees to pay interest, compounded quarterly, on the total unpaid amount payable under this Services Agreement, such interest to be calculated at a rate equal to 2% in excess of the prime commercial lending rate for Canadian dollar demand loans announced from time to time by the National Bank of Canada during the period of such non-payment.

14.7

Successors.  This Services Agreement shall enure to the benefit of and be binding upon the Executive and his heirs, executors and administrators and upon the Corporation and its successors and assigns.

14.8

Waiver.  Neither party can waive or shall be deemed to have waived any right it has under this Services Agreement (including any waiver under this Article) except to the extent that such waiver is in writing.

14.9

Retirement Benefits.  The Corporation agrees to co-operate with the Executive, to the extent permitted by applicable tax laws, so as to permit the Executive to consider payments hereunder on termination of employment to be retirement benefits.

14.10

Modifications and Headings.   This Services Agreement shall not be amended or modified in any respect except by the mutual consent in writing of the Parties hereto.  The headings used in this Services Agreement are for convenience only and shall not be construed as having any substantive meaning.

IN WITNESS WHEREOF each Party has executed this Services Agreement as of the date first above written.

Energy Exploration Technologies Inc.

Mr. George Liszicasz


_________________________________

____ c/s ____________________________

 

Per:  _____________________________


Title: _____________________________

___________________________________

As witness to the signature of

Mr. George Liszicasz



Name:  ____________________________







SECOND AMENDED AND RESTATED TECHNICAL SERVICES AGREEMENT


THIS SECOND AMENDED AND RESTATED TECHNICAL SERVICES AGREEMENT (the "Services Agreement") shall be effective as of December 31, 2006 (the "Effective Date") between:

Energy Exploration Technologies Inc. a body corporate, duly continued under the laws of the Province of Alberta, with an office in the City of Calgary, in the Province of Alberta (hereafter the "Corporation");

- and -

George Liszicasz, an individual residing in the City of Calgary, in the Province of Alberta (hereafter the "Executive").

WHEREAS the Executive and the Corporation entered into an Amended and Restated Technical Services Agreement dated effective December 31, 2005 (the "2005 TSA"), whereby the Executive agreed to provide certain services to the Corporation;

AND WHEREAS the Corporation and the Executive have agreed to amend the terms of the 2005 TSA;

AND WHEREAS the Executive is possessed of special technical skills and knowledge in the operation of certain scientific equipment and in the interpretation of the data generated by same;

AND WHEREAS the Executive is the President, Chief Executive Officer and a Director of the Corporation and receives remuneration for the management and administrative duties associated with those positions;


AND WHEREAS the Executive has continued to develop the Operating Stress Field Detectors and the Executive's SFD Theories, independent of the Corporation while providing services as a director, officer and employee of the Corporation;


AND WHEREAS the Executive has represented that the Operating Stress Field Detectors and the Executive's SFD Theories have been significantly enhanced due to his independent efforts over the past several years;


AND WHEREAS the Corporation and the Executive acknowledge that there is a mutual benefit in ensuring that the Executive will be available to provide technical and other assistance to the Corporation during that period subsequent to the Effective Date;

AND WHEREAS the Corporation and the Executive have reached agreement on the terms and conditions upon which the Executive will provide services to the Corporation;




NOW THEREFORE in consideration of the mutual covenants contained in this Services Agreement and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged by the parties, the Corporation and the Executive agree as follows:

ARTICLE 1
DEFINITIONS AND INTERPRETATION

1.1

Definitions.  In this Services Agreement unless otherwise defined herein, capitalized terms shall have the meaning set forth below:

"Affiliate" has the meaning attributed to such term in the Business Corporations Act (Alberta), as the same may be amended from time to time and any successor legislation thereto and includes, without limitation, any joint venture of which the Corporation is a participant.

"Benefits" means those amounts provided by or paid by the Corporation in respect of the Executive's remuneration package as specified in Article 4.

"Board of Directors" means the board of directors of the Corporation.

"Business Day" means any day, other than Saturday, Sunday or any statutory holiday in Calgary, Alberta.

"Compensation Committee" means that Committee established by the Corporation from time to time to set the compensation of, inter alia , the Executive.

"Confidential Information" means all confidential or proprietary information, intellectual property (including trade secrets) and confidential facts relating to the business or affairs of the Corporation and its Affiliates.

"Constructive Dismissal" means the occurrence or omission of any event or course of events which would constitute, pursuant to the laws (including the common law) of the Province of Alberta then in effect, constructive dismissal of the Executive as an employee or officer of the Corporation and, without limiting the generality of the foregoing, shall include the occurrence of any of the following without the Executive's consent (except in connection with the termination of the employment of the Executive for Just Cause, Death or Permanent Disability):

(a)

a material change (other than those which are clearly consistent with a promotion) in the Executive's position or duties with the Corporation (including any position or duties as a Director of the Corporation), responsibilities (including, without limitation, the office to which the Executive reports and the personnel which report to the Executive), title or office, which includes any removal of the Executive from or any failure to re-elect or re-appoint the Executive to any such positions or offices (in this regard, the Parties acknowledge that the Corporation may appoint a new President, Chairman of the Board or Chief Operating Officer and that such appointment shall not constitute a Constructive Dismissal); or

(b)

a reduction by the Corporation of the Executive's Salary, Benefits or any other form of remuneration or any change in the basis upon which the Executive's



2




Salary, Benefits or any other form of remuneration payable by the Corporation is determined (excluding any change in benefits or other forms of remuneration, where the new package is of reasonably equivalent or greater value than the prior package) or any failure by the Corporation to increase the Executive's Salary, Benefits or any other forms of remuneration payable by the Corporation in a manner consistent (both as to frequency and percentage increase) with practices in effect with respect to the other senior executives of the Corporation; or

(c)

any failure by the Corporation to continue in effect any benefit, bonus, profit sharing, incentive, remuneration or compensation plan, stock ownership, stock option or stock purchase plan, pension plan or retirement plan in which the Executive is participating or entitled to participate or the Corporation taking any action or failing to take any action that would adversely affect the Executive's participation in or reduce his rights or benefits under or pursuant to any such plan, without in any of the foregoing events providing alternative rights or benefits of reasonably equivalent or greater value, or the Corporation failing to increase or improve such rights or benefits on a basis consistent with practices in effect with respect to the other senior executives of the Corporation; or

(d)

the Corporation relocating the Executive to any place other than Calgary, without the consent of the Executive, except for required travel on the Corporation's business to an extent substantially consistent with the Executive's current duties and obligations; or

(e)

any breach by the Corporation of any provision of this Services Agreement which is not rectified in all material respects within a reasonable period of time after notice of such breach has been provided by the Executive to the Corporation; or

(f)

the failure by the Corporation to obtain, in a form satisfactory to the Executive, an effective assumption of its obligations under this Services Agreement by any successor to the Corporation.

"Effective Date" has the meaning set forth in the preamble to this Services Agreement.

"Just Cause" means the occurrence or omission of any event or action which would entitle the Corporation, pursuant to the laws (including the common law) of the Province of Alberta then in effect, to terminate the employment and offices of the Executive for just cause, and, without limiting the generality of the foregoing, shall include any of the following:

(a)

failure of the Executive to substantially perform his duties to the Corporation according to the terms of his employment (other than those which follow a change in his duties (excluding a change which is clearly consistent with a promotion) and other than circumstances involving a Constructive Dismissal or involving or potentially leading to a Permanent Disability), after Notice by the Corporation of the failure to do so and an opportunity for the Executive to correct the same within a reasonable time from the date of receipt of such Notice from the Corporation; provided that, for greater certainty, any failure by the Executive to



3




carry out any direction, order or request that is improper, unlawful or unreasonable shall not constitute a failure by the Executive to properly carry out his duties hereunder or as an employee of the Corporation; or

(b)

wilful misconduct or gross negligence by the Executive which is materially injurious to the Corporation, monetarily or otherwise; or

(c)

theft, fraud, breach of securities regulation or misconduct of a kind that involves a material degree of dishonesty by the Executive and that if publicly disclosed would tend to bring the Corporation into disrepute, including (without limitation) the engaging by the Executive in any criminal act of dishonesty resulting or intended to result directly or indirectly in personal gain of the Executive at the Corporation's expense.

"Monthly Remuneration" means that figure obtained by taking the Salary of the Executive as defined in Article 5, (as same may be modified from time to time), and dividing that figure by 12.

"Normal Retirement Date" means the date as of which the Executive would be required to retire, determined in accordance with the Corporation's practices and policies relating to retirement generally applicable to its senior executives and in effect immediately prior to any change of control or at the Termination Date, whichever is more favourable to the Executive.

"Notice" means any statement, payment, account, notice, election, direction or other writing required or permitted to be given hereunder.

"Operating Stress Field Detectors" or "Operating SFD Detectors" means those refined, redesigned, modified and improved instruments and devices designed, engineered and constructed by the Executive on or after June 1, 1999, for use in the reception, collection, recording to enable the interpretation and analysis of subsurface geological stresses for use in the identification of prospective oil and gas formations, together with the software and hardware associated therewith.

"Permanent Disability" means the mental or physical state of the Executive is such, that:

(a)

the Executive has to a substantial degree been unable, due to illness, disease, affliction, mental or physical disability or similar cause, to fulfil his obligations as an employee or officer of the Corporation either for any consecutive four month period or for any period of six months (whether or not consecutive) in any consecutive 12 month period; or

(b)

a court of competent jurisdiction has declared the Executive to be mentally incompetent or incapable of managing his affairs.

"Perquisites" means those amounts provided by or paid by the Corporation in respect of the Executive's remuneration package, as specified in Article 4.



4




"Person" means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity, however designated or constituted.

"Retirement" shall mean the retirement from his employment by the Executive on the Normal Retirement Date.

"Salary" has the meaning attributed to such term in Article 4.

"SFD Data" means the electronic signals and associated impulses collected by the Operating SFD Detectors during the course of an SFD Survey.

"SFD Services" means the provision of those services as are set forth in Article 3 of this Services Agreement utilizing the Operating SFD Detectors.

"SFD Surveys" means the process of collecting SFD Data by transporting the Operating Stress Field Detectors over land and/or water, using aircraft or other motorized vehicles as may be appropriate for the purpose of collecting SFD Data.

"SFD Theories" means the theories of quantum physics which are utilized in the operation of the Operating SFD Detectors and the various engineering processes used in the practical application of these theories.

"Term" has the meaning ascribed thereto in Article 2.1.

"Termination Date" means the date upon which Termination of Employment is effective, pursuant to the provisions of Article 7.

"Termination of Employment" means the termination of the employment of the Executive with the Corporation, pursuant to Article 7.

"Year of Employment" means any 12 month period commencing on the Effective Date or on any anniversary of such date.

1.2

Interpretation.   In this Services Agreement the following rules shall apply for the purposes of interpretation:

(a)

Wherever in this Services Agreement the masculine, feminine or neuter gender is used, it shall be construed as including all genders, as the context so requires; and wherever the singular number is used, it shall be construed to include the plural and vice versa , as the context so requires.

(b)

If any covenant or obligation of either party contained herein or any provision of this Services Agreement or its application to any Person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Services Agreement or the application of such covenant or obligation to Persons or circumstances



5




other than those to which it is held invalid or unenforceable shall not be affected, and each provision and each covenant and obligation contained in this Services Agreement shall be separately valid and enforceable, to the fullest extent permitted by law or in equity.

(c)

Time shall in all respects be of the essence of this Services Agreement.

(d)

The division of this Services Agreement into Articles, Sections and subsections or any other divisions and the inclusion of headings are for convenience only and shall not affect the construction or interpretation of all or any part hereof.

(e)

This Services Agreement shall be governed by and construed and interpreted in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein.  Each of the parties hereby irrevocably attorns to the jurisdiction of the Courts of the Province of Alberta with respect to any matters arising out of this Services Agreement.

(f)

Each party's rights may be exercised concurrently or separately and the exercise of any one remedy shall not be deemed an exclusive election of such remedy or preclude the exercise of any other remedy.

(g)

This Services Agreement contains the entire understanding of the parties with respect to the matters contained or referred to herein.  There are no promises, covenants or undertakings by either party hereto to the other, other than those expressly set forth herein.  This Services Agreement supersedes and replaces any earlier employment agreement, whether oral or in writing or partly oral and partly in writing, between the parties respecting the matters contained or referred to herein.  Notwithstanding the foregoing, any and all option agreements between the Corporation and the Executive shall remain in full force and effect.

ARTICLE 2
TERM OF THE SERVICES AGREEMENT

2.1

Term.  This Services Agreement shall commence on the Effective Date, and continue for a term ending December 31, 2015 or until this Services Agreement is terminated by the Corporation or the Executive as provided for herein.  In no event shall the termination of this Services Agreement affect any of the rights of the Corporation or the Executive which may have accrued prior to such termination.

ARTICLE 3
EMPLOYMENT OF THE EXECUTIVE

3.1

Employment.  The Corporation shall employ the Executive, and the Executive shall serve the Corporation, as an officer of the Corporation in the position of President and Chief Executive Officer, on the conditions and for the remuneration hereinafter set forth, or in such other position, on such other conditions or for such other remuneration as the parties hereto may subsequently agree to.  In such position, the Executive shall perform or fulfil such duties and



6




responsibilities as the Board of Directors of the Corporation may designate from time to time and as are consistent with such position.  The Executive shall report to the Board of Directors.

3.2

Provision of SFD Services.   In the course of his employment the Executive shall provide the Corporation with the SFD Services for the purpose of carrying out the Corporation's operations in the exploration for hydrocarbon resources.  In rendering such SFD Services, the Executive may utilize such Corporation personnel and such third parties as the Executive may deem appropriate.

3.3

The SFD Services.   The Executive shall agree to commit his full time and attention to the business and affairs of the Corporation.  The Executive shall provide reasonable support to the Corporation in delivering know-how and technical expertise for the delivery of the SFD Services to the Corporation, such services to include but not be limited to the following:

(a)

the construction, fabrication, modification, redesign, refinement, advancement and development of the Operating Stress Field Detectors;

(b)

the planning, development, supervision and direction of such SFD Surveys as may, from time to time, be requested by the Corporation;

(c)

the interpretation and analysis of the SFD Data produced by the Operating SFD Detectors following the completion of the SFD Surveys;

(d)

further development and enhancement of the SFD Theories the benefit of which will continue to be the property of the Executive at the expiry of the Technology Services Agreement;

(e)

the development of new SFD Detectors which shall be the property of the Corporation;

(f)

development of computer algorithms for the processing and interpretation of SFD Data and the training of personnel in the interpretation of that data; and

(g)

such other similar, incidental, or related activities as the Corporation may reasonably request and the Executive may reasonably agree to provide.

3.4

Obligations.  During the period of this Agreement, the Executive shall faithfully, honestly and diligently serve the Corporation and shall carry out such tasks as the Corporation may from time to time reasonably request.  The Executive shall, except in the case of illness or accident, devote a reasonable amount of his working time and attention to the performance of his obligations hereunder, except as directed or permitted by the Corporation, and shall use his reasonable best efforts to promote the best interests of the Corporation.

3.5

Support Services.   It is understood and agreed that, from time to time, certain tasks forming a part of the SFD Services to be provided by the Executive to the Corporation will require that personnel of the Corporation be made available to the Executive, to be assigned to such tasks as may be determined by the Executive, acting in his sole discretion.  All such



7




personnel shall be provided by the Corporation and the payment of their salaries and expenses shall be for the account of the Corporation.

ARTICLE 4
REMUNERATION

4.1

Salary and Bonus Plan.   The Corporation shall pay the Executive a gross salary ("Salary") in respect of each Year of Employment during the Term of this Services Agreement, before deduction for income taxes and other required statutory deductions, in an amount established from time to time by the Compensation Committee of the Corporation, payable in arrears in equal semi-monthly installments during such Year of Employment.  The Salary may be increased by such amount, if any, as approved from time to time by the Board of Directors or the Compensation Committee of the Board.  The Board of Directors will provide the Executive with a performance and salary review once each calendar year.  The Executive is also entitled, in addition to Salary, to participate in the bonus plan or plans provided by the Corporation from time to time to senior executives of the Corporation.


4.2

Benefits and Expenses.   The Executive shall have the same rights, privileges, benefits and opportunities to participate in any employee benefit plans of the Corporation which may now or hereafter be in effect on a general basis for executive officers or employees, including without limitation retirement, pension, profit-sharing, savings and insurance (including, but not limited to, health, dental, disability and/or group insurance) (collectively, "Employee Benefit Plans".  In the event the Executive receives payments from a disability plan maintained by the Corporation, the Corporation shall have the right to offset such payments against Monthly Salary otherwise payable to the Executive during the period for which payments are made by such disability plan.  In addition to the Salary, commencing on the Effective Date, the Corporation shall provide to the Executive and, as may be applicable, his family, during the Term of this Services Agreement the following benefits:

(a)

life insurance;

(b)

employee accidental death, dismemberment and specific loss insurance;  If requested by the Corporation, the Executive shall submit to such physical examinations and otherwise take such actions and execute and deliver such documents as may be reasonably necessary to enable the Corporation, at its expense and for its own benefit, to obtain disability and/or life insurance on the life of the Executive.  The Executive represents and warrants that he has no reason to believe that he is not insurable for disability or life coverage with a reputable insurance company at rates now prevailing in the city of the Corporation’s principal executive offices, for healthy persons of the Executive’s own age and gender;

(c)

short term disability income benefits;

(d)

Family Coverage with Alberta Health Care;



8




(e)

Automobile Allowance – The Corporation shall pay the Executive an automobile allowance as determined from time to time by the Compensation Committee to cover the cost of operating an automobile and for the payment of insurance in connection therewith.  Payment and/or provision of the aforesaid allowance (the "Automobile Allowance") shall be subject to any applicable Tax Withholdings and/or Employee Deductions;

(f)

Parking – The Corporation, at its cost, shall provide one parking stall for the use of the Executive;

(g)

Cellular Telephone Allowance – The Corporation shall cover the cost of a cellular phone for the Executive during the term of this Agreement.  In addition, the Corporation shall pay all charges associated with the Executive’s use of the cellular telephone for the business of the Corporation upon submission of itemized receipts therefore.  Payment and/or provision of the aforesaid allowance (the "Cell Phone Allowance"); and

(h)

Any personal tax liability associated with benefits received or expenses paid on behalf of the Executive by the Corporation shall be the responsibility of the Executive.

4.3

Allocation.  The expenses in respect of each of the foregoing shall be allocated between the Executive and the Corporation in accordance with the terms of the Corporation's Executive Benefits Plan.

4.4

Expenses.  The Corporation will, before and after the Termination Date, reimburse the Executive for all reasonable business, travel and out-of-pocket expenses which may be incurred by the Executive in the course of his employment and in the performance of his duties and responsibilities hereunder; provided that the Executive provides the Corporation with appropriate receipts and records of such expenses and provided further that the expenses conform to the Corporation's general expense policies.

ARTICLE 5
VACATION

5.1

The Executive shall be entitled, during each calendar year, to vacation, with pay, of four (4) weeks (prorated for part years).  Vacation shall be taken by the Executive at such times as may be proposed by the Executive and as may be acceptable to the Corporation, acting reasonably having regard to its operations.  Should the Executive fail to use all vacation time in any calendar year, the Executive shall have the option of (i) receiving payment for such days on a pro rata basis, or (ii) "carrying-over" unused vacation time to succeeding years.  Vacation time shall be taken during a period or periods mutually satisfactory to both the Corporation and the Executive.  If, at the Termination Date of the Executive's employment under this Services Agreement, for any reason whatsoever, the Executive has not received all entitlements to vacation for the current or prior Years of Employment, the Executive shall be paid, in addition to other amounts, if any, payable hereunder, an amount in lieu of such vacation not received by the



9




Executive based upon the Executive's Salary at the Termination Date, together with a sum representing the value of the Benefits and Perquisites for such period.

ARTICLE 6
SHARE OPTIONS

6.1

Additional Grants.  Notwithstanding anything else herein to the contrary, the Executive shall also be eligible to receive additional grants of options from the Corporation, from time to time, to the extent determined by the Board of Directors of the Corporation and its sole discretion, which options shall vest in accordance with a schedule to be determined by the Corporation at its sole discretion, and which shall have an exercise price equal to the market price of the Corporation's common shares on the date of grant, or such higher price as may be required by any stock exchange on which the shares of the Corporation are listed.

6.2

Exercise. Any options granted to the Executive by the Board of Directors of the Corporation, or pursuant to the terms of this Services Agreement, may be exercised only in accordance with the terms and conditions of the stock option plan.

6.3

Rules of the Stock Exchanges.   The Corporation and the Executive expressly acknowledge and agree that all options to purchase shares of the Corporation to which the Executive shall be entitled hereunder, and any changes to such options (including, without limitation) changes provided for in this Services Agreement, shall be subject to the approval and the regulations, policies and by-laws of each of the stock exchanges on which the common voting shares of the Corporation are then listed.  The Corporation covenants to use its reasonable commercial efforts to obtain any such approvals and to ensure that all options are in compliance with such regulations, policies and by-laws.

ARTICLE 7
TERMINATION

7.1

Termination upon Permanent Disability of Executive.   In the event that the Executive shall suffer a Permanent Disability, the employment of the Executive may be terminated by the Corporation upon the giving of Notice of at least 45 days; provided that such termination does not adversely affect the Executive's entitlement to short term and long-term disability benefits under the Corporation's short term and long term disability plans.

7.2

Termination upon Death.   The employment of the Executive shall terminate immediately upon the death of the Executive; provided that the estate of the Executive shall be entitled to exercise those options to purchase shares of the Corporation vested prior to the Termination Date, by delivering Notice of such exercise, at any time and from time to time within 90 days following the Termination Date.

7.3

Termination by Corporation for Just Cause.   The employment of the Executive may be terminated by the Corporation for Just Cause at any time after the Effective Date:



10




(a)

forthwith upon delivery of Notice by the Corporation to the Executive (which Notice shall contain particulars of the Just Cause), in the event of Just Cause as defined in Article 1; and

(b)

at the expiry of 30 days following the delivery of Notice by the Corporation to the Executive (which Notice shall contain particulars of the Just Cause), in the event of Just Cause other than as defined in Article 1, if the Executive has not rectified the failure specified in such Notice prior to the expiry of such 30 days.

7.4

Just Cause.  In the event of termination pursuant to Article 7.3(a);

(a)

the Executive shall have no further right to Salary, Benefits, Annual Bonus, Performance Bonus, Perquisites or any other payments due hereunder from and after the Termination Date (other than such payments accrued but unpaid to the Termination Date and other than in respect of any unreceived vacation as provided in Article 5.1);

(b)

the Executive shall have no further right to exercise any parts of the options to purchase shares of the Corporation which have not been validly exercised prior to the fifth Business Day following the Termination Date;

(c)

The Corporation shall reimburse the Executive for any Automobile Allowance and Cell Phone Allowance incurred prior to the effective date of the termination; and

(d)

The Corporation shall reimburse the Executive for any business expenses incurred prior to the effective date of the termination, within three (3) business days after the Executive’s submission of the Executive’s expense report to the Corporation.

7.5

Termination by the Corporation for Other Reasons.   The employment of the Executive by the Corporation may be terminated by the Corporation, other than by reason of Permanent Disability, Death or Just Cause, at any time after the Effective Date, following the delivery by the Corporation to the Executive of Notice of termination under this Article 7.5(a).

(a)

Upon termination of employment pursuant to Article 7.4, the Executive shall be entitled to receive and the Corporation shall pay or arrange to be paid or provided to the Executive in cash or by certified cheque within 5 Business Days after the Termination Date, or within such other period to effect tax planning at the request of the Executive and to the extent permitted by law:

(i)

the Executive shall receive the same entitlements as defined in Article 7.6 and 7.7 less required statutory deductions; provided that the Corporation shall not be required to pay all or any part of the Payout Amount unless and until the Executive shall have executed and delivered a specific release, in form and substance satisfactory to the Corporation (acting reasonably); plus



11




(ii)

accrued and unpaid Salary, Benefits, Perquisites and expenses to the Termination Date and in respect of any unreceived vacation as provided in Article 7.1.

and in addition thereto:

(iii)

the Executive's right to exercise his options to purchase shares of the Corporation as to any and all shares, whether or not the option right has otherwise accrued or vested, shall fully vest as at the date of Notice and shall remain exercisable for a period of 90 days from the Termination Date; and

(b)

the Corporation shall permit the Executive the opportunity to transfer any and all health and insurance benefits received by the Executive as at the Termination Date, at the sole cost of the Executive, but only to the extent permitted by the existing benefit plan or plans in place at the Termination Date.

7.6

Termination by the Executive.   The employment of the Executive by the Corporation may be terminated by the Executive in the event of Constructive Dismissal, following the delivery by the Executive to the Corporation of Notice of such termination (which Notice shall contain particulars of the Constructive Dismissal).

(a)

The Corporation shall continue to pay the Executive’s then effective Monthly Salary for twenty-four (24) months following the date of termination;

(b)

The Corporation shall continue to accrue and pay the Executive’s annual bonus through the twenty-four (24) months following the date of termination;

(c)

The Corporation shall pay any declared but unpaid performance bonus;

(d)

The Corporation shall reimburse the Executive for any Automobile Allowance and Cell Phone Allowance incurred prior to the effective date of the termination;

(e)

The Corporation shall reimburse the Executive for any business expenses incurred prior to the effective date of the termination, within three (3) business days after the Executive’s submission of the Executive’s expense report to the Corporation; and

(f)

The Executive shall not be entitled to continue to participate in any Employee Benefit Plans except to the extent provided in such plans for terminated participants, or as may be required by applicable law.  Notwithstanding the foregoing, amounts which are vested in any Employee Benefit Plans shall be payable in accordance with such plan.

7.7

Payment.  Upon termination of employment pursuant to Article 7.6:

(a)

the Corporation shall pay to or to the order of the Executive in cash or by certified cheque within 10 days after the Termination Date, or within such other period to



12




effect tax planning at the request of the Executive and to the extent permitted by law, the Payout Amount;

(b)

as expeditiously as possible after the Termination Date, the Corporation shall pay or reimburse the Executive for all expenses incurred prior to the Termination Date, including expenses for Cell Phone, Parking, Performance Bonus and business expenses;

(c)

the Corporation shall permit the Executive the opportunity to transfer any and all health and insurance benefits received by the Executive as at the Termination Date, at the sole cost of the Executive, but only to the extent permitted by the existing benefit plan(s) in place at the Termination Date; and

(d)

the Corporation shall pay to the Executive all outstanding and accrued regular and vacation pay to the Termination Date.

7.8

No Mitigation.   The amounts payable to the Executive pursuant to this Article 7 shall not be reduced in any respect in the event that the Executive shall secure or shall not reasonably pursue alternative employment following the termination of the Executive's employment.

7.9

No Further Obligations.   Upon Termination of Employment and upon payment by the Corporation to the Executive of the amounts provided in this Services Agreement applicable to the nature of the termination, the Corporation shall have no further obligation to the Executive in respect of any claim whatsoever which the Executive may have against the Corporation in respect of such employment or termination of such employment, including but not limited to any benefits pursuant to any collateral benefit plan and any notice, termination or severance benefits under applicable employment standards legislation or common law; provided that the provisions of Articles 9, 12 and 13 of this Services Agreement shall survive termination of employment.

ARTICLE 8
ASSIGNMENT

8.1

Assignment.   The Corporation shall be entitled to transfer or assign this Services Agreement to an Affiliate, provided that notice of such assignment or transfer shall be promptly given to the Executive and that the Corporation shall remain liable for due performance of this Services Agreement by such Affiliate and for any additional costs to the Executive as a result of such assignment or transfer. The Executive may not assign his rights or obligations hereunder and any attempted assignment shall be void and of no effect.



13




ARTICLE 9
CONFIDENTIALITY

9.1

Confidential Information.

(a)

Each Party acknowledges that, except to the extent reasonably required by law, the knowledge of any information obtained by one Party from the other in connection with its performance of this Services Agreement is proprietary and confidential information (the "Confidential Information").

(b)

Subject to Article 9.1(c), the Confidential Information shall not be disclosed by one Party to any third party without the prior written consent of the other Party.

(c)

Each Party shall be entitled to use and disclose to its employees, agents, consultants and Affiliates Confidential Information as may be necessary to carry out its obligations under this Services Agreement.

(d)

The following information shall not be considered Confidential Information: (i) information which becomes part of public domain, through no breach of this Services Agreement by either Party, (ii) information which a Party is obliged by law to disclose provided that in such circumstances the Party required to disclose shall give the other Party prior notice, (iii) information which the other Party receives from a third party lawfully entitled to disclose same, or (iv) information which is known to the recipient at the time of disclosure, as evidenced by the recipients' prior written records.

ARTICLE 10
ENTIRETY OF SERVICES AGREEMENT

10.1

Entirety.   This Services Agreement constitutes the entire agreement of the Parties in respect of the matters dealt with herein and supersede any and all prior understandings or agreements of the Parties relating hereto.

ARTICLE 11
APPLICABLE LAW

11.1

Governing Law.   This Services Agreement shall be governed by and construed in accordance with the laws in force in the Province of Alberta without giving effect to the principles of conflicts of law.  The Parties hereby agree to submit to the exclusive jurisdiction of the courts of the Province of Alberta with respect to any proceeding relating to this Services Agreement and the enforcement thereof.

ARTICLE 12
INDEMNITY AND INSURANCE

12.1

Generally.  The Corporation covenants, both during and after the Executive's term of service, to indemnify and hold harmless the Executive and his heirs and legal representatives, to the maximum extent permitted by the Business Corporations Act (Alberta) (provided that the



14




Executive acted honestly and in good faith with a view to the best interests of the Corporation and, in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, the Executive had reasonable grounds for believing that his conduct was lawful), from and against:

(a)

all costs, charges, liabilities and expenses whatsoever that the Executive may sustain or incur in or about or in relation to any action, suit or proceeding that is brought, commenced or prosecuted against the Executive for or in respect of any act, deed, matter or thing whatever made, done or permitted or not made, done or permitted by the Executive in or about the execution of his duties as a director or officer of the Corporation or its subsidiaries; and

(b)

all other costs, charges, liabilities and expenses that the Executive may sustain or incur (including, without limitation, all income tax, sales tax and excise tax liabilities resulting from any payment made pursuant to this indemnity) in or about or in relation to the affairs of the Corporation or its subsidiaries or his position as a director or officer of the Corporation or its subsidiaries.

12.2

Indemnification.  The Corporation further agrees that any costs, charges and expenses referred to in Article 12.1(a) above shall be paid in advance of the final disposition of any such action or proceeding upon receipt by the Corporation of a written undertaking by the Executive to repay such amount if it shall ultimately be determined that the Executive is not entitled to be indemnified in accordance with the terms and conditions of this Indemnity and the Business Corporations Act (Alberta).

12.3

Approvals.   The Corporation further agrees, both during and after the Executive's term of service, to use its best efforts to obtain any approval or approvals necessary for such indemnification and to co-operate with the Executive and to provide the Executive with access to any evidence which the Corporation may have or control, which would enable the Executive to make application or obtain any approval or approvals necessary for such indemnification.

ARTICLE 13
MISCELLANEOUS

13.1

Force Majeure.   Neither Party hereto shall be liable in any manner for failure or delay of performance of all or part of this Services Agreement, directly or indirectly, owing to any acts of God, governmental orders or restrictions, strikes or other labour disturbances, riots, embargoes, power failures, revolutions, wars (whether declared or undeclared), sabotage, terrorist attack, fires, floods, or any other causes or circumstances beyond the control of the parties.  The Party experiencing such delay or failure shall use reasonable commercial efforts to give prompt notice to the other Party and shall use reasonable commercial efforts to remove the causes or circumstances of non-performance with dispatch and on a consistent basis.  Financial difficulty shall not constitute a force majeure .

13.2

Notices.   All notices required or given by any Party hereto shall be in writing and shall be deemed to have been given when received by the receiving Party.  Any such notices shall be



15




addressed to the appropriate Party at the address set forth below or to such other address as such Party shall have notified in writing to the other Party:

Energy Exploration Technologies, Inc.

Mr. George Liszicasz

1400, 505 Third Street, S.W.

383 Arbour Lake Way, N.W.

Calgary, Alberta

Calgary, Alberta

Canada, T2P 3E6

Canada, T3G 4A2


13.3

Waiver.   No waiver by any Party of any one or more defaults by another Party in the performance of this Services Agreement shall operate or be construed as a waiver of any future default or defaults by the same Party, whether of a like or of a different nature.  No Party shall be deemed to have waived, released or modified any of its rights under this Services Agreement unless such Party has expressly stated in writing that it does waive, release or modify such right.

13.4

Assurances.  Each party shall do and perform all such acts and things and execute and deliver all such instruments and documents and writings and give all such further assurances as may be necessary to give full effect to the provisions and intent of this Services Agreement.

13.5

Resignation.  The Executive agrees that after termination of employment hereunder for any reason whatsoever, he will tender his resignation from any position he may hold as an officer or director of the Corporation or its Affiliates.

13.6

Interest.  If Termination of Employment occurs the Corporation agrees to pay, to the full extent permitted by law, all legal fees and expenses which the Executive, the Executive's legal representatives or the Executive's family may reasonably incur arising out of or in connection with this Services Agreement, including any litigation concerning the validity or enforceability of, or liability under, any provision of this Services Agreement or any action by the Executive, the Executive's legal representatives or the Executive's family to enforce his or their rights under this Services Agreement regardless of the outcome of such litigation, and the Corporation agrees to pay interest, compounded quarterly, on the total unpaid amount payable under this Services Agreement, such interest to be calculated at a rate equal to 2% in excess of the prime commercial lending rate for Canadian dollar demand loans announced from time to time by the National Bank of Canada during the period of such non-payment.  All amounts due pursuant to this Article 13.6, by the Corporation to the Executive, shall not exceed Cdn. $20,000.

13.7

Successors.  This Services Agreement shall enure to the benefit of and be binding upon the Executive and his heirs, executors and administrators and upon the Corporation and its successors and assigns.

13.8

Waiver.  Neither party can waive or shall be deemed to have waived any right it has under this Services Agreement (including any waiver under this Article) except to the extent that such waiver is in writing.

13.9

Retirement Benefits.  The Corporation agrees to co-operate with the Executive, to the extent permitted by applicable tax laws, so as to permit the Executive to consider payments hereunder on termination of employment to be retirement benefits.



16




13.10

Modifications and Headings.   This Services Agreement shall not be amended or modified in any respect except by the mutual consent in writing of the Parties hereto.  The headings used in this Services Agreement are for convenience only and shall not be construed as having any substantive meaning.

IN WITNESS WHEREOF each Party has executed this Services Agreement as of the date first above written.

Energy Exploration Technologies Inc.

Mr. George Liszicasz


___ c/s ___________________________

___ c/s _____________________________

 

Per:  _____________________________


Title: _____________________________

___ c/s _____________________________

As witness to the signature of

Mr. George Liszicasz



Name:  ____________________________





17



This is Schedule "B" to the Technology Transfer Agreement

executed this 31 th day of December, 2006



SFD TECHNOLOGY OWNERSHIP AGREEMENT

This SFD Technology Agreement (the "Agreement") is made effective as of the 31 h day of December, 2006 (the "Effective date");

BETWEEN:

GEORGE LISZICASZ, an individual residing in the City of Calgary, in the Province of Alberta (hereinafter referred to as the "Liszicasz")

- and -

ENERGY EXPLORATION TECHNOLOGIES INC. a body corporate, duly continued under the laws of the Province of Alberta, with an office in the City of Calgary, in the Province of Alberta (hereinafter referred to as "NXT")

WHEREAS prior to the Effective date, Liszicasz was the owner of the SFD Technology (being, the theories of quantum physics and engineering which are utilized in the operation of stress field detectors currently used by NXT for the reception, collection and recording of subsurface geological stresses) (the "SFD Technology");

AND WHEREAS Liszicasz has agreed to transfer to NXT, and NXT has agreed to accept from Liszicasz, the SFD Technology pursuant to the Technology Transfer Agreement executed herewith, for use by NXT within its Field of Use;

NOW THEREFORE THIS AGREEMENT WITNESSETH THAT, in consideration of the mutual representations, warranties, covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1.

Acknowledgment of Interests.  The Parties hereby acknowledge and agree that following the Effective Date and in accordance with the provisions of the Technology Transfer Agreement, NXT owns all right, title and interest in and to the SFD Technology as it may be applied in connection with the exploration for hydrocarbon resources and that Liszicasz retains all right, title and interest in and to the SFD Technology as it may be applied in connection with all other applications (each such application a "Field of Use"). Notwithstanding anything contained in this Agreement or the Technology Transfer Agreement to the contrary, in the event set forth in Schedule "C" to the Technology Transfer Agreement, Liszicasz shall be entitled, upon providing thirty (30) days written notice to NXT, to such relief as is set forth therein.

2.

Confirmation of Rights.  The Parties hereby acknowledge and agree that either Party may utilize (namely, make, use, have made, sell so that it may be used, or license (at any level)) the SFD Technology within their respective Fields of Use provided that if NXT wishes to sell or sublicense the SFD Technology within its Field of Use it will require the




- 2 -



prior written consent of Liszicasz (provided that such right does not act to grant either Party the right to practice or otherwise exploit the other Party’s other technologies or intellectual property in connection with the SFD Technology).  For greater certainty, neither Party may, without the prior written consent of the other Party, grant a license to, or otherwise permit, a third party to practice the SFD Technology in connection with a Field of Use of the other Party.

3.

Option to Acquire.   On December 31, 2015 (the "Option Date"), Liszicasz shall have the option to purchase the SFD Technology from NXT in consideration for payment of $10.00 (the "Option").  Notwithstanding the foregoing, the Option may be extinguished as follows:

(a)

if on the Option Date Gross Revenues of NXT are equal to or exceed $500 million, NXT shall have the right to extinguish the Option in consideration for the issuance of 1,000,000 common shares (the "Payout Shares") of NXT to Liszicasz; or

(b)

if on the Option Date Gross Revenues of NXT are less than $500 million, NXT shall have the right to extinguish the Option in consideration for the conversion of all remaining Preferred Shares (if any) held by Liszicasz as at the Option Date.

(c)

I n this Agreement "Gross Revenues" "Gross Revenues" at any point of time means the cumulative, aggregate revenues of the Corporation, earned in the period beginning on January 1, 2007 and ending on the earlier of the last anniversary date subsequent to December 31, 2006 and Expiry Date.  For further certainty, Gross Revenues shall be determined on a consolidated basis with any subsidiaries of the Corporation in accordance with generally accepted accounting principles as reported in the Corporation's annual audited consolidated financial statements and will include the proceeds of sale of assets by the Corporation or its subsidiaries.  In the event that the reporting currency of the Corporation's financial statements are other than in United States dollars, then Gross Revenue shall be the United States dollar equivalent of reported Gross Revenue; determined with reference to the Bank of Canada average daily noon rate for the currency in question for each of the years ended in the period.

For greater certainty, it is the intention of the Parties that the calculation of Gross Revenue in this Article 3 be interpreted and determined expansively such that Liszicasz shall derive the maximum reasonable benefit hereunder.  In the event that the reporting currency of NXT's financial statements are other than in United States dollars, then Gross Revenues shall be the United States dollar equivalent of reported Gross Revenue determined with reference to the Bank of Canada average daily noon rate for the currency in question for each of the years and date in question.  

(c)

In order to ensure that any stock-split, subdivision of shares, or share revision treats Liszicasz equitably, in the event that NXT:

(i)

sub-divides, revises or otherwise changes its then outstanding common shares into a greater number of shares;  or




- 3 -



(ii)

consolidates (or reduces or combines) its common shares into a lesser number of shares, then and in each case, the number of Payout Shares payable under this Section 3: (a) hall be adjusted, as appropriate, so that the number Payout Shares relative to the number shares of NXT that are issued and outstanding immediately prior to such event as compared to those as of the effective date of such event is neither proportionately increased nor decreased.  For greater certainty, the adjustments provided for in this Section 3(c) are cumulative and apply (without duplication) to successive events resulting in any adjustments.

 

4.

Patent Prosecution.  Either Party may prepare and file such applications or other documents as it may consider necessary, acting reasonably, at its sole expense and cost, for the purpose of applying for, prosecuting, obtaining or protecting, any patent, copyright, industrial design or similar registration or any other similar right pertaining to the SFD Technology in any country of the world provided that if either Party wishes to engage in any such filing it will require the prior written consent of the other Party.   

5.

Infringement.  The Parties agree to notify each other no later than thirty (30) days after either becomes aware of an infringement or alleged infringement of the SFD Technology by a third party and the Parties shall forthwith consult with a view to reaching an agreement on the course of action to be pursued.  If the Parties are unable to agree upon a course of action then, each of the Parties shall have the right, but not the obligation, to commence legal action against the alleged infringer, provided that they have first provided five (5) days notice to the other Party, and provided that where a Party commences a legal action, the other Party shall have the right, within thirty (30) days of receiving notice that such legal action has been commenced, to join in such action as joint plaintiff, and the Parties shall cooperate and assist in the prosecution of such action, including the giving of affidavits or other evidence as recommended by legal counsel, and the costs of litigation shall be shared equally.  The Parties will share equally all damages or other compensation or reimbursement awarded in respect of any such action.  If, and for so long as only one Party is actively prosecuting an action against an alleged infringer, the other Party shall cooperate and assist such action, including the giving of affidavits or other evidence as recommended by legal counsel, all at the sole cost and expense of the prosecuting party. The prosecuting Party will be entitled to retain for its own use absolutely all damages or other compensation or reimbursement awarded in respect of any such action prosecuted solely by that Party.

6.

Confidentiality.  The Parties acknowledge that the SFD Technology incorporates certain confidential information and hereby covenant and agree to only use such confidential information in the normal course of their respective businesses for their own internal purposes and to not divulge or communicate to any other party any of such information  (except that the Parties will be permitted to disclose such information: (i) as required by law, or (ii) to the extent necessary in connection with their normal business activities, on a confidential basis to their customers, affiliates, agents, contractors and consultants), until such time that such information is generally available to the public, other than as a




- 4 -



result of a disclosure by such Party, provided that where any part of such information is generally available to the public, but a compilation of information which includes such part is not generally available to the public, then such compilation shall not be treated as being generally available to the public.  

7.

Term and Termination.  This Agreement shall commence as of the Effective Date and shall continue thereafter until the later of: (i) the day upon which the last of the patents or other registrations, if any, obtained in respect of the SFD Technology expire or lapse; or (ii) the day upon which, if at all, Liszicasz acquires the SFD Technology in accordance with Article 3.  

8.

Notice.  Under this Agreement if one Party is required or permitted to give notice to another party, such notice shall be deemed given on the first business day following its transmittal by facsimile; or upon receipt when delivered in person of via courier, if the notice was sent to the other party at the address or facsimile number specified below, or at such other address or facsimile number as the party may specify in writing in accordance with this paragraph.

Energy Exploration Technologies, Inc.

Mr. George Liszicasz

1400, 505 Third Street, S.W.

383 Arbour Lake Way, N.W.

Calgary, Alberta

Calgary, Alberta

Canada, T2P 3E6

Canada, T3G 4A2

Fax: (403) 264-6442

Fax: (403) 241-3292


9.

General Terms.

(a)

Waiver.  No delay or omission by a Party hereto to exercise any right or power occurring upon any non-compliance or default by another Party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. The waiver by a Party of any default by another party under this Agreement shall not operate as a waiver of any future default, whether of a like or different nature.

(b)

Governing law & Assignment.  This Agreement shall in all respects be governed by, and construed and enforced in accordance with, the laws of the Province of Alberta and the federal laws of Canada applicable therein (without regard to conflicts of laws principles).  This Agreement may only be assigned with the consent of the other party, such consent not to be unreasonably withheld. This Agreement shall enure to the benefit of and be binding upon the parties and their successors.  

(c)

Entire Agreement.  Each party to this Agreement acknowledges that this Agreement constitutes the entire agreement of the parties with regard to the subject-matters addressed in this Agreement, that this Agreement supersedes all prior or contemporaneous agreements, discussions, or representations, whether oral or written, with respect to the subject-matter of this Agreement, and that this




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Agreement cannot be varied, amended, changed, waived, or discharged except by a writing signed by all Parties.

(d)

Arbitration.  If any dispute or controversy of any kind or nature arises relating to this Agreement or the parties rights or obligations hereunder, the Parties agree that, unless a Party seeks injunctive relief or other equitable remedies, such dispute or controversy will be resolved by negotiation, and where such negotiation does not result in the settlement of the matter within thirty (30) days of such dispute or controversy being raised, by arbitration conducted in accordance with the Arbitration Act (Alberta).  Such arbitration will be held in Calgary, Alberta, before one (1) arbitrator who shall be selected by the mutual agreement of the Parties. If the Parties cannot agree on an arbitrator within ten (10) days of a Party requesting that an arbitrator be appointed, any party may apply to the Court of Queen's Bench of Alberta for the selection of the arbitrator. Any award or determination of the arbitrator shall be final and binding on the parties. The arbitrator shall not, without the written consent of all Parties to the arbitration, retain any expert; and all awards for the payment of money shall include pre-judgment and post-judgment interest in accordance with the Judgment Interest Act (Alberta) with necessary modifications.  

(e)

Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of the prohibition or unenforceability without invalidating the remaining provisions of this Agreement and any prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable that provision in any other jurisdiction.  For any provision severed there will be deemed substituted a like provision to accomplish the intent of the parties as closely as possible to the provision as drafted, as determined by any court or arbitrator having jurisdiction over any relevant proceeding, to the extent permitted by the applicable law.  

IN WITNESS WHEREOF THE PARTIES HERETO have caused this Agreement to be signed and delivered by their duly authorized agents, all as of the date stated above.


__ c/s __________________________

_ c/s __________________________________

Witness to the signature of Mr. Liszicasz

Mr. George Liszicasz


Energy Exploration Technologies Inc.



Per: ___ c/s _____________________________









SCHEDULE OF SERIES PROVISIONS

PREFERRED SHARES, SERIES 1


The Preferred Shares, Series 1 (" Performance Shares ") shall be limited in number to 10,000,000 and shall have attached thereto the following rights, privileges, restrictions and conditions (collectively the " Series 1 Provisions "):

1.

Interpretation

1.1

Where used in these Series 1 Provisions the following terms shall have the following meanings:

(a)

"Board of Directors" means the board of directors of the Corporation;

(b)

"Change of Control" means, and shall be deemed to have occurred immediately, on the occurrence of any of the following:

(i)

the acceptance by the holders of Common Shares, representing in the aggregate, fifty (50%) percent or more of all issued Common Shares, of any offer, whether by way of a takeover bid or otherwise, for all or any of the outstanding Common Shares; provided that no Change of Control shall be deemed to have occurred if upon completion of any such transaction individuals who were members of the Board of Directors immediately prior to the effective date of such transaction constitute a majority of the board of directors of the resulting corporation following such effective date;

(ii)

the acquisition, by whatever means, by a person (or two or more persons who, in such acquisition, have acted jointly or in concert or intend to exercise jointly or in concert any voting rights attaching to the Common Shares acquired), directly or indirectly, of beneficial ownership of such number of Common Shares or rights to Common Shares of the Corporation, which together with such person’s then owned Common Shares and right to Common Shares, if any, represent (assuming the full exercise of such rights to voting securities) fifty (50%) percent or more of the combined voting rights of the Corporation's then outstanding Common Shares;

(iii)

the entering into of any agreement by the Corporation to merge, consolidate, restructure, amalgamate, initiate an arrangement or be absorbed by, into or with another corporation; provided that no Change of Control shall be deemed to have occurred if upon completion of any such transaction individuals who were members of the Board of Directors immediately prior to the effective date of such transaction constitute a majority of the board of directors of the resulting corporation following such effective date; and





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(iv)

the passing of a resolution by the board of directors or shareholders of the Corporation to substantially liquidate the assets or wind-up the Corporation's business or significantly rearrange its affairs in one or more transactions or series of transactions or the commencement of proceedings for such a liquidation, winding-up or re-arrangement (except where such re-arrangement is part of a bona fide reorganization of the Corporation in circumstances where the business of the Corporation is continued and where the shareholdings remain substantially the same following the re-arrangement).

Notwithstanding the foregoing, for the purposes hereof, the acquisition of Common Shares or voting rights by George Liszicasz shall not constitute a Change of Control.

(c)

"Common Shares" means the common shares in the capital of the Corporation and shall include any and all shares resulting from any subdivision, re-division, reduction, combination or consolidation, merger, amalgamation, arrangement or reorganization;

(d)

"Conversion" means a conversion of the Performance Shares into Common Shares in the manner set forth in Section 4;

(e)

"Conversion Rate" means the number of Common Shares into which each Performance Share is convertible, which number at the date hereof shall be one Common Share for each one Performance Share;

(f)

"Conversion Date" shall have the meaning attributed thereto pursuant to Section 4.2 hereof;

(g)

"Corporation" means Energy Exploration Technologies Inc.;

(h)

"Expiry Date" means December 31, 2015;

(i)

"Expiry Time" means 4:30 p.m. (Calgary time) on the Expiry Date;

(j)

"Gross Revenues" at any point of time means the cumulative, aggregate revenues of the Corporation, earned beginning on January 1, 2007 from time to time before the Expiry Date.  For further certainty, Gross Revenues shall be determined on a consolidated basis with any subsidiaries of the Corporation in accordance with generally accepted accounting principles as reported in the Corporation's annual audited consolidated financial statements and will include the proceeds of sale of assets by the Corporation or its subsidiaries.  In the event that the reporting currency of the Corporation's financial statements are other than in United States dollars, then Gross Revenue shall be the United States dollar equivalent of reported Gross Revenue; determined with reference to the Bank of Canada average daily noon rate for the currency in question for each of the years ended in the period.





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(k)

"person" means an individual, corporation, partnership, trustee or any unincorporated organization and words importing persons have a similar meaning;

(l)

"Redemption Date" has the meaning ascribed thereto in subsection 6.2;

(m)

"Redemption Price" means $0.001;

(n)

"Sale Price" means the price per Common Share of the Corporation paid by an acquiror on a transaction constituting a Change of Control or the per share amount received by holders of Common Shares on a liquidation of assets or winding-up of the Corporation's business or re-arrangement of the Corporation's business and, where consideration for Common Shares or per share amount is in a form other than cash, the nearest cash equivalent as determined by the Board of Directors, such price to be adjusted in accordance with Section 5 hereof;

1.2

Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders.

1.3

The division of these terms and conditions into Sections and subsections and the insertion of headings are for convenience of reference only and will not affect the construction of interpretation thereof.

2.

Voting Rights

2.1

Subject to applicable law, the holders of the Performance Shares shall not be entitled as such to any voting rights or to receive notice of or to attend any meeting of the shareholders of the Corporation.

3.

Dividends

3.1

The holders of the Performance Shares shall not be entitled to receive any dividends on the Performance Shares.

4.

Conversion

4.1

The Performance Shares shall become convertible as follows:

(a)

as to 20% of the total issued Performance Shares on the date hereof;

(b)

as to 20% of the total issued Performance Shares on the date Gross Revenues reach $50 million;

(c)

as to 20% of the total issued Performance Shares on the date Gross Revenues reach $100 million;





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(d)

as to 20% of the total issued Performance Shares on the date Gross Revenues reach $250 million; and

(e)

as to 20% of the total issued Performance Shares on the date Gross Revenues reach $500 million.

4.2

Upon a Change of Control, as to the amount of Performance Shares not yet expired, converted or redeemed, as the case may be, in accordance with the terms hereof, the Performance Shares shall become convertible as follows:

(a)

as to all of the total issued Performance Shares if the Sale Price is equal to or exceeds $10;

(b)

as to 60% of the total issued Performance Shares if the Sale Price is equal to or exceeds $5; and

(c)

as to 20% of the total issued Performance Shares regardless of the Sale Price.

Each such date referred to in Subsection 4.1(a) to (e) or the date of a Change of Control being a "Conversion Date".  The Performance Shares specified above held by the holder shall be convertible at the option of the holder, subject to the terms and provisions hereof, into Common Shares at the Conversion Rate, without payment of any additional consideration.

4.3

Upon a Change of Control, a holder shall be entitled to convert, in accordance with the terms hereof, in full or in part, the Performance Shares specified is Section 4.2 hereof,  until the expiration of ninety (90) days after the Change of Control.

4.4

The Conversion shall be evidenced by the holder delivering at any time during usual business hours at the head office of the Corporation:

(a)

written notice, signed by the holder, specifying the number of Performance Shares to be converted; and

(b)

the certificate or certificates representing the Performance Shares to be converted.

In the event that only part of the Performance Shares represented by a certificate or certificates are to be converted, the holder shall be entitled to receive, at the expense of the Corporation, a new certificate representing the Performance Shares represented by such certificate or certificates, which have not yet been converted. Upon the surrender of any Performance Shares for Conversion, the Corporation shall issue and deliver, or cause to be delivered to or upon the written order of the holder of the Performance Shares so surrendered, a certificate or certificates issued in the name of, or in such name or names as may be directed by, such holder representing the number of Common Shares to which such holder is entitled rounded to the nearest whole number of Common Shares. The rights of the holder of such Performance Shares, as the holder thereof, shall cease at the Conversion Date and the person or persons entitled to receive Common Shares upon such





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Conversion shall be treated for all purposes as having become the holder or holders of record of such Common Shares at such time.

4.5

The registered holder of any Common Shares resulting from any Conversion shall be entitled to rank equally with the registered holders of all other Common Shares in respect of all dividends declared payable to holders of Common Shares of record on any date after the Conversion Date.  

4.6

The Board of Directors shall have the right at any time to cause the conversion of all or a portion of the Performance Shares in the discretion of the Board of Directors.

4.7

The issuance of certificates for Common Shares upon Conversion shall be made without charge to the holders of the Performance Shares so converted for any fee or tax (other than tax on the income of the holders) in respect of the issuance on such certificates or the Common Shares represented thereby.

4.8

The Corporation shall be entitled to make all tax withholdings, if any, as required by law, with respect to a conversion of Performance Shares for Common Shares.

5.

Adjustments

5.1

If the Corporation shall:

(a)

declare a dividend or make a distribution on its outstanding Common Shares payable in Common Shares;

(b)

divide its outstanding Common Shares into greater number of shares; or

(c)

consolidate its outstanding Common Shares into a smaller number of shares;

then the conversion basis referred to in Section 4 above shall be proportionately adjusted effective immediately after the record date determined for the purposes of such divided, distribution, subdivision or consolidation.  In the case of events referred to in (a) and (b) above, the conversion basis shall be increased in proportion to the increase to the number of outstanding Common Shares resulting from such dividend, distribution or subdivision and, in the case of the events referred to in (c) above, the conversion basis shall be decreased in proportion to the decrease in the number of outstanding shares resulting from such consolidation.

5.2

In the case of any reclassification or change (other than changes resulting only from consolidation or subdivision) of the Common Shares, or in the case of any amalgamation, consolidation or merger of the Corporation with or into any other corporation, or in the case of any sale of the properties and assets of the Corporation as or substantially as an entirety to any other corporation (such even not constituting a Change of Control), each Performance Share, shall after such reclassification, change, amalgamation, consolidation, merger or sale be convertible into the number of Common Shares or other securities or property of the Corporation, or such continuing, successor or purchasing corporation, as the case may be, to which a holder of the number of Performance Share





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would have been issued if such Performance Share had been converted immediately prior to such reclassification, change, amalgamation, consolidation, merger or sale.  The Board of Directors of the Corporation shall determine such entitlement and any such determination shall be conclusive and binding on the Corporation and the holders of the Performance Shares.  No such reclassification, change, amalgamation, consolidation, merger or sale shall be carried into effect unless, in the opinion of the Board of Directors, all necessary steps shall have been taken to ensure that the holders of the Performance Shares shall thereafter be entitled to receive such number of Common Shares or other securities or property of the Corporation, or such continuing, successor or purchasing corporation, as the case may be, subject to adjustments thereafter in accordance with the provisions similar, as nearly as may be, to those contained in this clause.

6.

Redemption

6.1

Subject to applicable law and subject to the Corporation's right to cause the conversion of the Performance Shares pursuant to Section 4.6, the Corporation shall be required to redeem and shall be deemed to have redeemed all of the Performance Shares held by a holder at the Expiry Time on the Expiry Date at a price per share equal to the Redemption Price.

6.2

On any redemption of Performance Shares under this Section 6, the Corporation shall give a notice in writing of the Corporation's redemption of the Performance Shares (the "Redemption Notice") to each person who at the date of giving of such notice is a registered holder of Performance Shares to be redeemed. The Redemption Notice shall set out the date the Performance Shares are to be redeemed or are deemed to have been redeemed (the "Redemption Date") and the number of Performance Shares which are to be redeemed or are deemed to have been redeemed.

6.3

The Redemption Price (less any tax required to be withheld by the Corporation) shall be paid by cheque payable in lawful money of Canada at par at any branch in Alberta of the Corporation's bankers for the time being or by such other reasonable means as the Corporation deems desirable. The mailing of such cheque from the Corporation's head office, or the payment by such other reasonable means as the Corporation deems desirable, within ten (10) days of the Redemption Date, shall be deemed to be payment of the Redemption Price represented thereby on the Redemption Date unless the cheque is not paid upon presentation or payment by such other means is not received. Notwithstanding the foregoing, the Corporation shall be entitled to require at any time, and from time to time, that the Redemption Price be paid to holders of Performance Shares only upon presentation and surrender at the head office of the Corporation or at any other place or places in Alberta designated by the Redemption Notice of the certificate or certificates for such Performance Shares to be redeemed.

6.4

If a part only of the Performance Shares represented by any certificate are to be redeemed, a new certificate for the balance shall be issued at the expense of the Corporation.





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6.5

At any time after a Redemption Notice is given, the Corporation shall have the right to deposit the Redemption Price of any or all Performance Shares to be redeemed with any chartered bank or banks or with any trust company or trust companies in Alberta named for such purpose in the Redemption Notice to the credit of a special account or accounts in trust for the respective holders of such shares, to be paid to them respectively upon surrender to such bank or banks or trust company or trust companies of the certificate or certificates representing the same. Upon such deposit or deposits being made or upon the Redemption Date, whichever is later, the shares in respect of which such deposit has been made shall be and be deemed to be redeemed and the rights of the holders of such shares shall be limited to receiving, without interest, the proportion of the amount so deposited applicable to their respective shares. Any interest allowed on such deposit or deposits shall accrue to the Corporation.

6.6

From and after the Redemption Date, the holders of Performance Shares called for redemption shall not be entitled to exercise any of the rights of shareholders in respect of such Performance Shares unless payment of the Redemption Price shall not be duly made by the Corporation, in which event the rights of such holders shall remain unaffected until the Redemption Price has been paid in full.

6.7

Performance Shares which are redeemed or deemed to be redeemed in accordance with this Section 6 shall, subject to applicable law, be cancelled and shall not be reissued by the Corporation.

7.

Liquidation

7.1

The holders of Performance Shares shall not be entitled in the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs to any return of capital other than payment of the Redemption Price for each Performance Share in preference to the holders of Common Shares.

7.2

After payment to the holders of the Performance Shares of the amounts so payable to them in accordance with this Section 7, the holders of Performance Shares shall not be entitled to share in any further distribution of the property or assets of the Corporation.

8.

Amendments

8.1

The rights, privileges, restrictions and conditions attached to the Performance Shares may be amended, modified, suspended, altered or repealed but only if consented to, or approved by, the holders of the Performance Shares in the manner hereinafter specified and in accordance with any requirements of applicable law.

9.

Approval by Holders of Performance Shares

9.1

For the purpose of Section 8, any consent or approval given by the holders of Performance Shares shall be deemed to have been sufficiently given if it shall have been given in writing by all the holders of the outstanding Performance Shares or by a resolution passed at a meeting of holders of Performance Shares duly called and held





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upon not more than twenty-one (21) days' notice in writing to the holders at which the holders of not less than 50% of the then issued and outstanding Performance Shares are present or are represented by proxy and carried by the affirmative vote of two-thirds of the votes cast at such meeting.  On every ballot cast at every meeting of the holders of the Performance Shares, every holder of a Performance Share shall be entitled to one (1) vote in respect of each Performance Share held.  Subject to the foregoing, the formalities to be observed in respect of the giving or waiving of notice of any such meeting or adjourned meeting and the conduct thereof shall be those from time to time prescribed in the by-laws of the Corporation.

10.

Transfer

10.1

Except with the consent of the Board of Directors the Performance Shares shall not be transferable.



TECHNOLOGY TRANSFER AGREEMENT

This Technology Transfer Agreement (this "Agreement") is made effective as of the 31 st day of December, 2006 (the "Effective Date")

BETWEEN:

GEORGE LISZICASZ, an individual residing in the City of Calgary, in the Province of Alberta (hereinafter referred to as the "Vendor")

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ENERGY EXPLORATION TECHNOLOGIES INC. a body corporate, duly continued under the laws of the Province of Alberta, with an office in the City of Calgary, in the Province of Alberta (hereinafter referred to as the "Purchaser")

RECITALS

The recitals to this Agreement are:

A.

Prior to the Effective Date, the Vendor was the registered and beneficial owner of the Assets.

B.

The Vendor has agreed to sell the Assets to the Purchaser and the Purchaser has agreed to purchase the Assets from the Vendor, on the terms and conditions set out in this Agreement.

C.

The Parties desire to make a joint election under subsection 85(1) of the ITA in respect of the disposition by the Vendor to the Purchaser of the Assets.

COVENANTS AND AGREEMENT

In consideration of the terms and conditions set out in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties covenant and agree as follows:

1.

Definitions

In this Agreement, unless the context otherwise requires, the following terms have the meanings respectively ascribed thereto:

1.1

"ACTA" means the Alberta Corporate Tax Act , R.S.A. 2000, c. A-15, as amended from time to time.

1.2

"Assets" means the assets that are described in Schedule A and that are to be sold by the Vendor to the Purchaser pursuant to Section 4.






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1.3

"Competent Authority" means, collectively and individually, any or all of

(a)

the Minister of National Revenue or the Canada Revenue Agency,

(b)

the Minister of Revenue (Alberta) or the tax or fiscal authority of any province or territory, or

(c)

a court or tribunal of competent jurisdiction.

1.4

"Consideration Shares" means 10,000,000 Preferred shares of the Purchaser that are described in Schedule A and that are to be issued to the Vendor pursuant to Subsection 5.2.

1.5

"Effective Date" means the date specified in Schedule A.

1.6

"Effective Time" means the time on the Effective Date that is specified in Schedule A or in an applicable closing agenda as being the time when the sale and purchase of the Assets are to take effect.

1.7

"Election Amount" means the lesser of

(a)

the adjusted cost base to the Vendor of the Assets at the Effective Time, which is understood to be the amount specified as such in Schedule A, and

(b)

the fair market value of the Assets at the Effective Time, which is understood to be the amount specified as such in Schedule A,

such that the Election Amount is understood to be the amount specified as such in Schedule A.

1.8

"ETA" means the Excise Tax Act , R.S.C. 1985, c. E-15, as amended by S.C. 1990, c. 45, and as further amended from time to time.

1.9

"ITA" means the Income Tax Act , R.S.C. 1985, Fifth Supplement, c. 1, as amended from time to time.

1.10

"Parties" means the Vendor and the Purchaser.

1.11

"Price" means the sale and purchase price for the Assets, as specified in Subsection 5.1.

1.12

"Stated Capital Amount" means the amount that is specified as the stated capital in Schedule A and that is to be added to the stated capital account for the Consideration Shares pursuant to Subsection 5.3.

2.

Statutory Terms

In this Agreement, unless otherwise required by the context,






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2.1

"adjusted cost base" has the meaning assigned by section 54 of the ITA,

2.2

"common share" has the meaning assigned by subsection 248(1) of the ITA,

2.3

"disposition" has the meaning assigned by subsection 248(1) of the ITA,

2.4

"eligible property" has the meaning assigned by subsection 85(1.1) of the ITA,

2.5

"exempt supply" has the meaning assigned by subsection 123(1) of the ETA,

2.6

"financial instrument" has the meaning assigned by subsection 123(1) of the ETA,

2.7

"paid-up capital" has the meaning assigned by subsection 89(1) of the ITA,

2.8

"prescribed" has the meaning assigned by subsection 248(1) of the ITA or paragraph 1(2)(g) of the ACTA, as the context may require,

2.9

"proceeds of disposition" has the meaning contemplated by section 54 of the ITA,

2.10

"qualified party" has the meaning assigned by subsection 14.1(5) of the ACTA, and

2.11

"taxable Canadian corporation" has the meaning assigned by subsection 89(1) of the ITA.

3.

Interpretation

3.1

The recitals and the schedules to this Agreement form part of this Agreement, and, where required by the context, any reference to this Agreement includes a reference to the recitals and the schedule.

3.2

In this Agreement a reference to a "Schedule", "Section", "Subsection" or "Paragraph" followed by a letter or number means or refers to the specified schedule, section, subsection or paragraph of this Agreement.

3.3

Where a term or expression is defined in the preamble of this Agreement or in Section 1 or 2, the definition shall apply throughout this Agreement.  Where a term or expression is defined in another Section, the definition shall apply only in that Section.

3.4

In this Agreement

(a)

words importing the singular number include the plural and vice versa,

(b)

words importing gender include masculine, feminine and neuter genders, and

(c)

where a term or expression is defined herein, derivatives of that term or expression have corresponding meanings.






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3.5

This Agreement shall be governed by and construed in accordance with the laws in force in the Province of Alberta, without reference to conflicts of laws principles.

3.6

All express or implied references in this Agreement to dollars or monetary amounts are references to Canadian currency.

4.

Sale and Purchase of Assets

4.1

The Vendor hereby sells and the Purchaser hereby purchases the Assets as of the Effective Time, free and clear of any and all liens, charges and encumbrances of any nature.  

4.2

The Vendor hereby irrevocably waives all of his moral rights in the Assets, and hereby waives all other similar rights with respect to association with or integrity in the Assets, whether arising under copyright legislation or otherwise

5.

Price

5.1

The Price for the Assets is the amount that is equal to the fair market value of the Assets at the Effective Time, which is understood to be the amount specified as such in Schedule A.

5.2

The Price shall be paid by the Purchaser issuing the Consideration Shares, as fully paid and non-assessable, to the Vendor.

5.3

Upon issuing the Consideration Shares, the Purchaser shall add the Stated Capital Amount to the stated capital account for those shares.

6.

Intention

6.1

It is the intention of the Vendor to dispose of the Assets to the Purchaser on a tax-deferred (or rollover) basis pursuant to subsection 85(1) of the ITA and section 14.1 of the ACTA or such other fiscal legislation of another jurisdiction as may be applicable.

6.2

It is the intention of the Parties to effect the disposition of the Assets for consideration equal to the fair market value of the Assets at the Effective Time and to elect under subsection 85(1) of the ITA that the proceeds of disposition be equal to the Election Amount.

6.3

It is the intention of the Purchaser to exercise all reasonable efforts to effectively market and commercially develop the Assets so as to maximize Gross Revenues and give effect to the objectives of the Parties as set forth in the "Preferred Shares, Series






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7.

Elections

7.1

The Parties agree that they will

(a)

jointly elect under subsection 85(1) of the ITA, in prescribed form and in accordance with subsection 85(6) of the ITA, that the amount agreed upon for the purposes of paragraph 85(1)(a) of the ITA in respect of the Assets shall be equal to the Election Amount,

(b)

if considered advisable and if each Party is a qualified party, jointly elect under subsection 14.1(3) of the ACTA, in prescribed form and in accordance with subsection 14.3(3) of the ACTA, that the amount agreed upon for the purposes of subsection 14.1(4) of the ACTA in respect of the Assets shall be the amount set out in such election (the "Provincial Election"), and

(c)

execute and file all documents required to give effect to the election referred to in Paragraph 7.1(a) (the "Federal Election") and the Provincial Election, if any.

7.2

Where the Parties make both a Federal Election and a Provincial Election and where the Election Amount in the Provincial Election differs from the Election Amount in the Federal Election,

(a)

the Election Amount for the Federal Election shall be as set out in Schedule A,

(b)

the Parties shall attach to this Agreement a copy of the Provincial Election or an additional schedule, which, in either case, shall form part of this Agreement and shall set out the Election Amount for the Provincial Election, and

(c)

Subsection 1.7 and Section 8 shall apply, with such modifications as each context may require, to both the Federal Election and the Provincial Election.

8.

Price and Election Amount Adjustment Clause

If, at a particular time after the Effective Time,

8.1

the Parties acknowledge in writing, or

8.2

a Competent Authority determines (and neither Party has objected to or appealed from the determination, or, alternatively, all rights of objection and appeal have been exhausted)

that






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8.3

the actual fair market value of the Assets at the Effective Time (the "Redetermined FMV") was greater than or less than the amount which was previously understood by the Parties to be the fair market value of the Assets at the Effective Time (the "Understood FMV"), or

8.4

the actual adjusted cost base to the Vendor of the Assets at the Effective Time (the "Redetermined ACB") was greater than or less than the amount which was previously understood by the Parties to be the adjusted cost base to the Vendor of the Assets at the Effective time (the "Understood ACB"),

this Agreement shall be deemed always to have been amended as necessary

8.5

to substitute the Redetermined FMV for the Understood FMV, particularly for the purpose of quantifying the Price and the Election Amount,

8.6

to substitute the Redetermined ACB for the Understood ACB, particularly for the purpose of quantifying the Election Amount, and

8.7

to make any other related or corresponding adjustments to any provision of this Agreement which may be necessary to carry out the intention of the Parties,

and these amendments shall be deemed always to have been included in this Agreement, and the Parties agree,

8.8

if necessary, jointly to make an amended election under subsection 85(7.1) of the ITA, in prescribed form, in which the Election Amount shall be quantified by reference to the Redetermined FMV or the Redetermined ACB, as the case may be,

8.9

to execute and file all documents required to give effect to the amended election referred to in Subsection 8.8, and

8.10

to implement all necessary financial adjustments, if any,

so as to place the Parties in the position in which they would have been if the Redetermined FMV had always been used in quantifying the Price and the Election Amount and if the Redetermined ACB had always been used in quantifying the Election Amount.

8.11

In the event of a redetermination of the fair market value of the Assets pursuant to this Article 8, the aggregate redemption amount of the Consideration Shares shall be adjusted so as to be equal to the fair market value of the assets as redetermined and the adjusted redemption amount per share of the Consideration Shares shall thereafter be as determined in accordance with the articles of incorporation of the Corporation.






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8.12

In the event that any portion of the Consideration Shares shall have been redeemed or purchased for cancellation by the Purchaser prior to any redemption amount pursuant to this article 8, then:

(a)

if the amount paid on redemption or purchase exceeds the aggregate redemption amount, determined in accordance with this article, of that portion of Consideration Shares redeemed or purchased for cancellation, then the difference shall be a debt due and owing by the Vendor to the Purchaser;

(b)

if the amount paid on redemption or purchase is less than the aggregate redemption amount, determined in accordance with this article, of that portion of the Consideration Shares redeemed or purchased for cancellation, then the difference shall be a debt due and owing by the Purchaser to the Vendor.

9.

Delivery

Upon the Vendor having delivered to the Purchaser the Assets the Purchaser shall deliver to the Vendor share certificates representing the Consideration Shares.

10.

Representations and Warranties

10.1

Subject to Section 10.2 the Vendor represents and warrants to the Purchaser that:

(a)

the Vendor is the owner of the Assets and has good and marketable title thereto;

(b)

the Vendor has the right to use or otherwise exploit the Assets, and the Assets will be owned and available to use or otherwise exploit by the Purchaser, without geographic limit, on identical terms and conditions immediately after, and after giving effect to, the assignments contained herein;

(c)

the Assets were created solely: (i) by the Vendor; (ii) by the Vendor's full-time employees during the course of their employment who have waived, in writing, the whole of their moral rights in the Assets; or (iii) by the Vendor's independent contractors who have assigned to the Vendor, in writing, all of their right, title and interest in the Assets and have waived, in writing, the whole of their moral rights in the Assets;

(d)

no assignment, sale, agreement or encumbrance has been made or entered into that would conflict with this Agreement or the matters contemplated hereby, and the Vendor has not granted any rights or options in respect of the Assets nor entered into any agreements authorizing the use or other exploitation of the Assets;






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(e)

the Vendor has no knowledge or information of any facts which would affect the validity, enforceability, scope or registrability of any rights in the Assets;

(f)

the Vendor has no knowledge or information of any facts which would suggest that the use of the Assets would (i) violate, infringe or interfere with any intellectual property or other rights of any third party, or (ii) require any payment in respect of the same other than governmental registration fees;

(g)

the Vendor has no knowledge or information of any notice, complaint, threat, claim, demand or counterclaim, which has been asserted by any third party with respect to, or challenging or questioning the ownership, validity or enforceability or the right to use the Assets and there is no valid basis for any such notice, complaint, threat, claim demand or counterclaim;

(h)

the Vendor has no knowledge or information of any facts which would suggest that any third party is infringing the rights of the Vendor in respect of the Assets;

(i)

the Vendor has not caused any rights in respect of the Assets to be abandoned through failure to pay any governmental fee and all such fees are fully paid as at the date hereof;

(j)

no person or other entity, other than the Purchaser, has any agreement or option or any right capable of becoming an agreement for the purchase from the Vendor of the Assets, and

(k)

the Vendor is a resident of Canada for all purposes of the ITA.

10.2

The parties acknowledge that the Assets were subject to an Amended and Restated Technology Agreement dated December 31, 2005 which has subsequently been terminated.  

10.3

The Purchaser represents and warrants to the Vendor that

(a)

the Purchaser is a taxable Canadian corporation;

(b)

the Purchaser is a validly subsisting corporation with full right, power and authority to enter into and perform all its obligations under this Agreement; and

(c)

all corporate and other proceedings required to be taken by the Purchaser to authorize this Agreement and the transactions provided for herein have been or will be validly taken.






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10.4

The representations and warranties set forth in Subsections 10.1 and 10.2 shall survive the completion of this Agreement and continue in full force and effect.

10.5

The Parties acknowledge that notwithstanding any other provision in this Agreement, in the event that it is determined that the Assets are subject to goods and services tax ("GST") as provided for in the Excise Tax Act (Canada), the Purchaser shall hold harmless and indemnify Vendor and any successors and assign of Vendor from, against and in respect of any GST, including any penalties and interest in respect thereof, that may be assessed or reassessed against Vendor in respect of the transactions described herein.  Purchaser further agrees to forthwith pay all such amounts upon written request by Vendor provided in accordance with the provisions hereof.

11.

Further Acts & Agreements

11.1

The parties shall execute and deliver to each other all such bills of sale, assignments, instruments of transfer, deeds, assurances, consents and other documents as shall be necessary or desirable to implement this Agreement and give effect to the assignment of the Assets contained herein.

11.2

On request and without further consideration, the Vendor shall assist the Purchaser with all such things and execute all such further assurances, applications, instruments and other documents as may be reasonably requested by the Purchaser to make such registrations, recordings and filings as may be required or desirable in connection with the implementation of this Agreement or the assignments contained herein.  

11.3

On request and without further consideration, the Vendor shall communicate to the Purchaser or its representatives or nominees any facts known respecting the Assets and testify in any legal proceeding, sign all applications and other lawful papers, execute all divisional, continuing and reissue applications, make all rightful oaths and generally do everything possible to aid the Purchaser, its successors, assigns and nominees to obtain and enforce intellectual property and other protections for the Assets, worldwide. If the Purchaser is unable to secure the Vendor's signature to apply for or to pursue any application for such registration or protection, whether due to the Vendor's incapacity or refusal or otherwise, the Vendor hereby irrevocably authorizes the Purchaser to appoint one of its officers or agents as the Vendor's agent and attorney in fact, such appointment being coupled with an interest and to endure beyond any mental incapacity of the Vendor, to act for and on behalf of the Vendor, to execute and file any such applications and to perform all other lawfully permitted acts to further the prosecution and issuance of such applications with the same legal force and effect as if executed or performed by the Vendor.  The Vendor hereby waives and quit claims to the Purchaser any and all claims, of any nature whatsoever, which the Vendor now or may hereafter have for infringement of any patents or copyright or any other registration or legislative protection resulting from any application for registration or protection of the Assets.






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11.4

The parties shall execute and deliver to each other the Technology Ownership Agreement, in the form attached hereto as Schedule B to this Agreement.

12.

Benefit and Binding Nature

This Agreement shall enure to the benefit of and be binding upon the Parties, together with their respective successors and assigns.

13.

Counterparts

13.1

This Agreement may be executed in several counterparts, no one of which needs to be executed by both Parties.  Each counterpart, including a facsimile transmission of this Agreement, shall be deemed to be an original and shall have the same force and effect as an original.  All counterparts together shall constitute but one and the same instrument.

13.2

In the event that a facsimile transmission of this Agreement is signed, the hard copy thereof may be signed subsequently, but it shall be dated concurrently with the facsimile transmission.

EXECUTION

This Agreement has been executed by the Parties on the 31 st day of December, 2006.


 

 

c/s

Witness as to the signature of Mr. Liszicasz

 

MR GEORGE LISZICASZ


ENERGY EXPLORATION TECHNOLOGIES INC.

 

 

 

 

 

 

 

Per:

c/s

 

 

 









SCHEDULE A


EFFECTIVE DATE AND TIME

EFFECTIVE DATE:

31 st December 2006

EFFECTIVE TIME:

5:00 pm MT on the Effective Date


PARTICULARS OF PROPERTY DISPOSED OF AND CONSIDERATION RECEIVED

Assets

Consideration Shares

Description

Fair Market Value

Adjusted cost base

Election Amount

Description

Fair Market Value

Stated Capital

SFD Technology

$5,7 Million

$0.01

$0.01

10,000,000 Preferred Shares of Purchaser

$5,7 Million

$0.01

All in Canadian Dollars

For the purposes of this Agreement, "SFD Technology" has the meaning ascribed thereto in the SFD Technology Ownership Agreement attached hereto as Schedule "B".








SCHEDULE  B

SFD TECHNOLOGY OWNERSHIP AGREEMENT








SCHEDULE  C

1. Hostile Take Over -- Following the Effective Date, on the occurrence of a Hostile Acquisition the rights the Corporation has to the SFD technology within the Corporation's Field of Use shall become non-exclusive in respect of Liszicasz and the Corporation.  If the Corporation enters into any acquisition agreement as approved by the directors of the Corporation, which would result in a Change of Control of the Corporation, this clause will be of no further effect.


In this Schedule C the following terms shall have the following meanings:


" Change of Control " means any of the following:

(a)

the sale by the Corporation of all or substantially all of the assets of the Corporation;

(b)

the acquisition by any person of shares or other securities of the Corporation having rights of purchase, conversion or exchange into common shares of the Corporation which together with securities of the  held by such person, together with persons acting jointly or in concert (as those terms are defined by the Securities Act (Alberta)) with such person, exceeds 50% of the issued and outstanding shares of the Corporation;

(c)

the amalgamation or merger of the Corporation with or into any one or more other corporations (other than: (a) an amalgamation or merger of the Corporation with or into a subsidiary (as such term is defined in the Business Corporations Act (Alberta)) of the Corporation; or

(d)

the completion of any transaction or the first of a series of transactions which would have the same or similar effect as any transaction or series of transactions referred to in subsections (a), (b) or (c) referred to above.