Agreement (2001)Full Document 

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                                    AGREEMENT

         THIS is an AGREEMENT, effective this 6th day of October 1999
("Agreement Date"), between Mobil Technology Company ("MTC"), a Delaware
corporation having offices at 600 Billingsport Rd., Paulsboro NJ 08066, and
Imperial Petroleum Recovery Corporation ("Imperial"), a Nevada corporation
having offices at 15311 Vantage Parkway West, Suite 160, Houston, Texas 77032.

1.       BACKGROUND

         1.1 Imperial has developed certain Microwave Separation Technology
 for breaking or separating Emulsions based on microwave energy and has the
capabilities, as hereinafter defined, to make or have made Microwave Separation
Technology Equipment for leasing or licensing to MST Customers, and to provide
MST Technical Support and MST Maintenance Support to MST Customers leasing or
licensing the Microwave Separation Technology Equipment;

         1.2 MTC has developed certain Acoustic Separation Technology (AST) for
breaking or separating Emulsions based on acoustic energy and may choose, at its
own discretion, as hereinafter defined, to make or have made and market Acoustic
Separation Technology Equipment for leasing or licensing to AST Customers;

         1.3 MTC has the capabilities, as hereinafter defined, to market
Microwave Separation Technology Equipment and Acoustic Separation Equipment
Technology to MST and AST Customers in the Field of Use;

         1.4 Imperial desires MTC to be its exclusive worldwide marketer of
Microwave Separation Technology Equipment in the Field of Use, except as noted
in Paragraph 3.2 herein;

         NOW, THEREFORE, intending to be legally bound, Imperial and MTC agree
as follows:

2.       DEFINITIONS

         2.1 Microwave Separation Technology means equipment, processes, trade
secrets, and know how, pertaining to Imperial Intellectual Property Rights, for
separating or breaking emulsions using microwave energy where the Microwave
Separation Technology Equipment is capable of processing up to and including
15,000

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[*] = Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.

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barrels per day of Emulsion. Microwave Separation Technology shall not mean any
application in which processing exceeds 15,000 barrels per day of Emulsion.

         2.2 Microwave Separation Technology Equipment means equipment for
separating or breaking emulsions using microwave energy where the Microwave
Separation Technology Equipment is capable of processing up to 15,000 barrels
per day of Emulsion. The Microwave Separation Technology Unit will generally
include a system for exposing an Emulsion to microwave energy such as a
microwave generator, wave guides, an applicator chamber, pump, piping and
electrical that may be connected to at least one holding tank and/or a
separation device for processing organic liquids, aqueous liquids and/or solids.

         2.3 Microwave Separation Technology Unit means Microwave Separation
Technology Equipment that contains one or more microwave transmitters having a
total power output of up to seventy-five (75) kilowatts (designated MST-1000).
Microwave Separation Technology Equipment having two or more Microwave
Separation Technology Units would contain one or more microwave transmitters
having total power output up to 75 kilowatts multiplied by the number of units.
For example:

             Microwave Separation Technology Equipment having two (2) Microwave
Separation Technology Units (designated MST-2000) would contain one or more
microwave transmitters having a total power output from 76 kilowatts up to 150
kilowatts.

             Microwave Separation Technology Equipment having three (3)
Microwave Separation Technology Units (designated MST-3000) would contain one or
more microwave transmitters having a total power output from 151 kilowatts up to
225 kilowatts.

             Microwave Separation Technology Equipment having four (4) Microwave
Separation Technology Units (designated MST-4000) would contain one or more
microwave transmitters having a total power output from 226 kilowatts up to 300
kilowatts.

         2.4 Acoustic Separation Technology means equipment, processes, trade
secrets, and know how, pertaining to Mobil Intellectual Property Rights, for
separating or breaking emulsions using acoustic energy where the equipment is
capable of processing up to 15,000 barrels per day of Emulsion.

         2.5 Acoustic Separation Technology Equipment means equipment for
separating or breaking emulsions using acoustic energy where the equipment is

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