Exhibit
10.4
PURCHASE ORDER
THIS PURCHASE
ORDER, issued this 14 th day of
October, 2009 by UNIVERSAL ALTERNATIVE FUELS, INC.
("Buyer"), a Nevada corporation having its principal office located
at 1400 Old Country Road, Suite 206, Westbury, NY 11590 to
GLOBAL RESOURCE CORPORATION ("Seller"), a Nevada corporation
having a principal place of business at 1000 Atrium Way, Suite 100,
Mount Laurel, New Jersey 08054, is the "Purchase Order" for an
"initial machine" referenced in that certain License Agreement
contemporaneously executed by the parties. This Purchase Order is
subject to termination as provided in Article II (b) of that
License Agreement. All capitalized terms not otherwise defined in
this Purchase Order shall have the meanings ascribed to them in the
License Agreement.
1. (a) Buyer
hereby orders, and agrees to purchase one (1) machine ("initial
machine") embodying the Seller's microwave technology for the
extraction of energy from various feedstocks, such initial machine
being denominated by Seller as "Prototype Microwave RF Processor to
Process Oil Shale" and designated as Seller's "Patriot-S-10S"
Model. The specifications for such initial machine shall be
determined by the Seller not later than the end of the "wait and
see" period of 180 days as described in Article II (b) of the
License Agreement, subject to the requirements of the Buyer as set
forth in (i) the License Agreement, (ii) subparagraph 1 (b)
following and (iii) Paragraph 4 below.
(b) The initial
machine is to apply the Seller's microwave technology to oil shale
as the specific feedstock. Buyer and Sell shall cooperate in
performing the necessary tests, analyses, experiments and research
to determine the efficacy and efficiency of the initial machine
handling such feedstock. This utilization of the machine shall
constitute the basis for the Seller's warranty of fitness for the
particular purpose, i.e., the extraction of energy from oil
shale at the rate of one- ton of feedstock material per hour at a
total cost of feedstock preparation, loading, and
handling/processing which is less than the value of the energy
extracted.
2. (a) The
Purchase Price shall be calculated as provided in Article VI (b) of
the contemporaneous License Agreement, to wit: The purchase price
for such initial machine shall be (i) the Seller's Cost to
Manufacture the initial machine, as defined in Article I (a) of the
License Agreement plus (ii) twenty percent (20%) of the Seller's
Cost to manufacture the initial machine, plus (iii) such mutually
agreed amount for research and development and testing as the
parties shall agree upon; subject nevertheless to a maximum
Purchase Price of Three Million Five Hundred Thousand Dollars
($3,500,000)
