TECHNOLOGY PURCHASE AGREEMENT

EXHIBIT 10.1

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TECHNOLOGY PURCHASE AGREEMENT

THIS TECHNOLOGY PURCHASE AGREEMENT ("Agreement") is made and entered into as of the 30 ^th day of April, 2009, between QUADRA MARKETING CORP. of No. 5 New Road, P.O. Box 388 Belize City, Belize ("Seller"), and QUADRA ENERGY SYSTEMS INC. with its business address at 6130 Elton Ave., Las Vegas, Nevada 89107 (“Purchaser”).

WHEREAS the Seller acquired from Horng Jiang (the “Inventor”), equipment and software for a leading edge pyrolysis system which is a non polluting energy conversion and waste disposal system designed to convert organic waste to fuel and valuable by-products such as activated carbon, fertilizer, producing no air pollution or ash to be land filled. It is designed to answer the global challenge of waste management of MSW (Municipal Solid Waste), which includes petrochemical compounds such as plastic waste, green waste, coal and tires while providing high recycled-content products and usable forms of power (herein called “Energy Conversion and Waste Disposal Technology”).

AND WHEREAS the Inventor had a patent issued in Taiwan bearing Patent Number 285138 and the patent applications pending in the United States Patent and Trade Mark Office as file numbers US-2007-0231037-A1 and US-2007-0231224-A1 and the Patent Office in the Republic of China as file Numbers 200610066757.9 and 200610072434.8, which patents and patent applications is now being transferred to the Seller (the “Patent Rights”).

AND WHEREAS , the Seller owns the following Technologies which it acquired from the Seller:

AND WHEREAS the Seller desires to sell, transfer and assign all its’ right title and interest in the Technologies ( excluding the exclusive use of such Technologies in Taiwan ), including the engineering and design drawings, studies and reports and all information relating to the Technologies, whether written or oral and related Technologies including the past, present and future versions software, computer programs, data and text (regardless of the form in which it including but not limited to the source code version thereof and the batch processor logic

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module) and all patent rights, copyrights, trade secret rights and other proprietary rights in and thereto including all documentation for the software, all technical documentation, system designs and specifications, flow charts, record and file layouts, memoranda, correspondence and other such documentation containing or relating to the design, structure or coding or testing of, or algorithms or routines used in, or errors discovered or corrected in, the software and any other type of information or material (in whatever form, whether human or machine readable) relating to the Software and Invention and related technology that was prepared by or for the Inventor.

AND WHEREAS the Seller desires to sell, transfer and assign all its’ right title and interest to the Patent Rights, excluding the exclusive use of the patent issued in Taiwan bearing Patent Number 285138, to the Buyer (the “Assigned Rights”).

AND WHEREAS the Buyer is in the business of developing and marketing products, projects and systems internationally and desires to acquire the Technologies and Assigned Rights and any pending patent applications to the Technologies herein so as to manufacture develop and market the acquired Technologies and energy conversion and waste disposal technology worldwide, excluding the exclusivity right to use such Technologies in Taiwan.

AND WHEREAS the Seller has advised the Buyer that the Inventor and other Taiwanese shareholders will retain up to a maximum of Forty Percent (40%) interest in a local Taiwanese company to be formed for projects in Taiwan using the patent issued in Taiwan bearing Patent Number 285138, to be publicly listed eventually in Taiwan, and controlled at least 60% by the Buyer.

AND WHEREAS the Buyer possesses experience in the field of international and domestic financing, domestic and international taxation, Federal and State securities laws, secondary securities trading, business acquisitions and dispositions and matters of general and special law; and is able to identify sources of financing and raise the requisite financing thereafter as per this Agreement.

AND WHEREAS the Buyer hereby acknowledges that the Technologies, the Assigned Rights and related technologies are being purchased without warranty or representation of any kind from the Seller or including without limitation that a patent will issue for such Technologies in the United States Patent and Trademark Office or the Republic of China or in any other country or jurisdiction or that such Technologies has any commercial viability or fitness for any particular purpose.

NOW THEREFORE , in consideration of the foregoing and of the mutual promises, covenants, and conditions set forth below, the parties hereby agree as follows:

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      (2) CERTAIN DEFINITIONS . As used in this Agreement, the following terms shall have the meanings set forth below.

     "Affiliate" shall mean, with respect to any Person, any shareholder, subsidiary, officer, director or partner of such Person and any other Person which directly or indirectly controls, is controlled by or is under common control with such Person.

     "Agreement" shall mean this Technology Purchase Agreement and all Exhibits hereto, as the same may from time to time be amended.

     "Closing" shall mean the closing of the transactions contemplated by this Agreement to be held at the offices of the Buyer on the Closing Date or in such other place as may be agreed to by the parties to this Agreement.

     "Closing Date" shall mean June 1, 2009 or such other date as mutually agreed to between the Buyer and Seller.

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     "Intellectual Property Rights" shall mean and include all of the Seller's right, title and interest in and to the Assigned Rights and related technologies and any other trade names used by the Seller with respect to the Technologies and any improvements, enhancements or modifications now or hereafter developed, together with all software, trademarks, copyrights, patents, rights of privacy and all other intellectual property owned by the Seller in connection with the Technologies and Assigned Rights.

     "Litigation Expense" shall mean any expenses reasonably incurred in connection with investigating, defending or asserting any claim, action, suit or proceeding incident to any matter indemnified against under this Agreement, including, without limitation, court filing fees, court costs, arbitration fees or costs, witness fees, and fees and disbursements of legal counsel, investigators, expert witnesses, accountants and other professionals.

     "Person" shall mean and include an individual, a corporation, a partnership, a limited liability company, a limited liability partnership, a joint venture, a trust, an unincorporated association, a government or political subdivision or agency thereof or any other entity.

     "Assigned Rights" shall mean the invention of the Inventor for which patent applications have been filed in the Republic of China and the United States of America as more specifically described in Schedules “B” hereto.

     “Software” means all past, present and future versions of the “Energy Conversion and Waste Disposal Technology” System, computer programs, data and text (regardless of the form in which it exists), including but not limited to the source code version thereof and the batch processor logic module and identified and described in Schedule “A” to this agreement, and all patent rights, copyrights, trade secret rights and other proprietary rights in and thereto.

     “Documentation” means all documentation for the Software, all technical documentation, system and engineering designs and specifications, flow charts, record and file layouts, memoranda, correspondence and other such documentation containing or relating to the design, structure or coding or testing of, or algorithms or routines used in, or errors discovered or corrected in, the Software and any other type of information or material (in whatever form, whether human or machine readable) relating to the Software or the Invention that was prepared by or for the Inventor.

“Source Code” means the source code for the Software, which is written in computer language.

     “Net income” means the net income of the Company for a fiscal quarter determined in accordance with generally accepted accounting principles (“GAAP”). At the end of each fiscal quarter, the net income for such quarter shall be determined and the royalties accruing there from shall be paid to the Seller in accordance with the provisions herein.

     “Trade Mark Assets” means all of the trademarks and service marks used on, or in conjunction with the Invention, Software, Equipment or the Documentation.

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      3)  ACKNOWLEDGEMENTS. Buyer hereby acknowledges that the Seller has previously provided to Buyer the information and data relating to the Technologies and Assigned Rights which Buyer has fully examined and has found to be to its full satisfaction. Buyer hereby waives any claim of unsuitability and acknowledges that the Technologies and Assigned Rights as delivered are fully in accordance with all representations of the Seller regarding suitability and fully in keeping with the specifications set out in its accompanying documentation and that the Buyer is purchasing the Technologies and Assigned Rights on an “as is basis”.

     4)  SALE OF TECHNOLOGIES AND ASSIGNED RIGHTS; LIMITATIONS.

         (a) Subject to the terms and conditions set forth in this Agreement, upon the payment of the funds set out in Section 10(f) hereof by the Buyer and other good and valuable consideration and the purchase of the Technologies and the Assigned Rights on the terms herein contained, as defined in Section 5 below, the Seller shall sell, transfer, assign, convey and deliver to the Buyer, and the Buyer shall purchase, accept and acquire from the Seller, all of the Technologies and the Assigned Rights of the Seller (collectively, the "Invention and related Technologies"):

             (i) the Technologies and the development environment, including, without limitation, all engineered drawings, research and development papers, all software, source codes, object codes, derivative masks, and documentation set out in the attached Schedule “A”; and

             (ii) all Intellectual Property Rights including the following patents and patents pending together with the right to file patents in any jurisdiction that the Buyer in its sole discretion deems advisable and any Trade Mark Assets relating to the Invention and related Technologies.

          (b) Upon the Closing, Buyer shall have the sole and exclusive worldwide rights, excluding Taiwan, to develop, use, manufacture, modify, upgrade, improve and enhance, and license, the Invention and related Technologies (including, without limitation, making any Enhancements thereto).

      5)  PURCHASE PRICE . In consideration of the purchase of the Invention and related Technologies, documentation, software products, programs and systems to be delivered and the consulting services rendered, the work to be performed under this Agreement and the Technical Services Agreement entered into by the Seller and the Inventor, the Buyer shall pay and deliver to the Seller:

     (a) A Royalty Fee. The Royalty Fee for purposes of this Agreement shall be an amount equal to Five Per Cent (5%) of the Buyer’s Gross Revenues as set out in the Buyer’s audited financial statements prepared in accordance with the Generally Accepted Accounting Principles (GAAP) at the end of each quarter and fiscal year end.

     (b) The Purchase Price for the acquisition of the Technology shall be the sum One Million Three Hundred and Fifty Dollars ($1,350,000 USD) which purchase price shall be paid by the Buyer’s parent company, a Nevada corporation, through the issuance to the Seller, Three Million (3,000,000) common shares of the Buyer, at a deemed price of $0.45 per share, which shares shall be deemed fully paid and non-assessable and shall bear a restrictive legend endorsed upon

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the shares restricting the transfer or selling of the shares for such hold period as required by the applicable securities laws. The delivery of the shares to the Seller shall be done concurrently at the date of closing.

      5.1 COMPUTATIONS AND REMITTANCES. The Buyer shall compute all amounts due and owing at the end of each quarter’s operation and remit the amount to the Seller on or before the end of one month following the end of each respective quarter, accompanied by the financial reports setting forth the Gross revenues. The Buyer waives any and all existing and future claims and offsets against any amounts due under this Agreement, which amounts are to be paid when due.

(A) SELLER'S DELIVERIES. At the Closing, the Seller shall deliver the following to the Buyer, each of which shall be in form reasonably satisfactory to the Buyer:

     (i) instruments of transfer reasonably necessary to transfer to the Buyer all of the Seller's rights to the Technologies and Assigned Rights including any instruments of assignment to assign Seller's interest in the Technologies and Assigned Rights and the patent applications filed with the United States Patent and Trademark Office or the Republic of China or the equivalent governmental office of any other country at Buyer's sole discretion;

     (ii) a Certificate as to the Seller's compliance with Sections 11(a) and (b) of this Agreement;

     (iii) evidence reasonably satisfactory to the Buyer, of the Seller's ownership of and authority to assign and transfer the Technologies and Assigned Rights; and

     (iv) such other instrument or instruments of transfer, in such form as shall be reasonably necessary or appropriate to vest in the Buyer all of the Seller's right, interest and title to the Technologies and Assigned Rights issued or filed in any country or jurisdiction in the world.

     (v) Seller shall assign the executed copy of the Technical Services Agreement signed by the Seller and the Inventor.

(B) BUYER'S DELIVERIES. At the Closing, the Buyer shall deliver the following to the Seller, each of which shall be in form reasonably satisfactory to the Inventor:

     (i) Director's Certificate regarding resolutions authorizing this transaction and the due authority of persons executing documents on behalf of the Buyer;

     (ii) a certificate as to the Buyer's compliance with Sections 10(a) and (b) of this Agreement;

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     (iii) such further instruments as the Seller may reasonably request to evidence the consummation of the transactions contemplated by this Agreement.

      (7) REPRESENTATIONS AND WARRANTIES OF THE SELLER . The Seller represents and warrants to the Buyer as follows:

          (a) POWER. The Seller has the full power, authority and capacity to own, lease and operate its properties, and to carry on its business as and where the same is now being conducted.

          (b) AUTHORIZATION; EFFECTIVE AGREEMENT. The Seller has the requisite power, authority and capacity to enter into this Agreement and to perform all of its obligations hereunder and this Agreement constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms.

         (c) CONSENTS. No permit, consent, approval, or authorization of any governmental authority or any other Person on the part of the Seller is required in connection with the execution or delivery by the Seller of this Agreement or the consummation of the transactions contemplated hereby.

         (d) ADEQUACY OF AND TITLE TO THE INVENTION AND RELATED TECHNOLOGIES.

The Seller has good and marketable title to the Technologies and Assigned Rights, none of which are subject to a, pledge, lien, security interest, lease, charge, encumbrance or conditional sale or other title retention agreement. The Buyer acknowledges that the Inventor’s and Seller’s trademarks or trade names (if any) used in conjunction with the Technologies and Assigned Rights are not registered trademarks. The Seller warrants that it has the sole and exclusive right to sell, assign and transfer the Technologies and Assigned Rights and related technologies, and the Seller's use of such Technologies and Assigned Rights and related technologies does not conflict with the intellectual property rights of any other party, and the Technologies and Assigned Rights and related technologies are fully assignable to the Buyer without the consent of any third party and, to the best of Seller's knowledge, without infringing or violating the rights of any third party.

The Seller represents and warrants that upon assignments of