On January 22, 2014, Well Power, Inc. entered into an exclusive license and distribution agreement with ME Resource Corp. The license agreement is for five years from the date of execution. By mutual agreement, the license agreement may be extended for two successive periods of an additional five years each.

Under the terms of the license agreement, MEC appointed the company as its exclusive distributor of Wellhead Micro-Refinery Units for the initial state of Texas and thereafter the first right of refusal on additional territories in the US, provided the company maintains the financial, operational, and technical resources to expand into those additional territories. The MRU technology relates to a method and an apparatus, which make use of heterogeneous catalysts, beginning with the partial oxidation of methane to produce synthesis gas followed by a second catalytic reaction to produce chemicals and/or heat/energy and/or water. In other terms, the company's goal is to provide an economically viable solution to develop wasted gas opportunities in the oil and gas sector into revenue streams with minimal capital expenditure.

The company hopes to be able to provide a novel and economically viable solution to utilize wasted natural gas resources for remote power and fuel generation while reducing greenhouse gas emissions. The license agreement is limited to only oil and gas producers, operators and service providers. The company's cost is $800,000 per MRU which includes a container sized unit with the capability to process 100 mcf/day of natural gas into engineered fuels clean power and fracking quality water.

MEC retains the right to increase this cost if there are significant additional expenses in the manufacturing process but to no more than manufacturing cost plus 40%. The company agreed to consideration of $400,000, payable to MEC in two installments: $100,000 within thirty days of the filing of this Current Report on Form 8-K and the balance of $300,000 within ninety days after filing this Current Report on Form 8-K. The consideration of $400,000 as part of the Unit Cost will be applied to the technical and engineering development of the first demonstration MRU in the territory and may be used to develop catalyst for specific engineered fuels. Upon mutual consent of both parties, MEC will retain ownership and provide MRUs as a leased unit over a term of 10 years at 50% of Unit Cost and earn 50% of the net revenue from the operation of each MRU.

The parties anticipate that this arrangement will occur in most cases. The company entered into a license agreement, effective January 22, 2014, with MEC and has obtained the exclusive license to distribute the micro refinery units in Texas.