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Marketing And License Agreement - IMPERIAL PETROLEUM RECOVERY CORP - 12-1-2005

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Marketing And License Agreement - IMPERIAL PETROLEUM RECOVERY CORP - 12-1-2005 Powered By Docstoc
					                                                  Exhibit 10.11

                               MARKETING and LICENSE AGREEMENT

THIS AGREEMENT, effective this 1st day of May 2002 ("Agreement Date"), is between Tradewinds Oil and
Gas International, Ltd. ("Tradewinds"), a Texas limited partnership having offices at 8811 Gaylord, Suite 200,
Houston, Texas 77024 or its Designee, and Imperial Petroleum Recovery Corporation ("Imperial"), a Nevada
corporation having offices at 1970 South Starpoint Drive, Houston, Texas 77032.

1. BACKGROUND

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

1.2 Tradewinds and its affiliates have the capabilities, hereinafter defined, to market Microwave Separation
Technology Equipment in the Field of Use;

1.3 Imperial, hereby, appoints Tradewinds to be its exclusive licensee having exclusive use of the Microwave
Separation Technology (MST) within the nations of Indonesia and Singapore for Microwave Separation
Technology Equipment products in the Field of Use, and to work closely with Tradewinds in the research,
development and testing of such products on the terms and conditions set forth in this Agreement. Tradewinds
accepts such appointment.

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

2. DEFINITIONS

2.1 Microwave Separation Technology means patented equipment, processes, trade secrets, and know how,
pertaining to Imperial Intellectual Property Rights, for separating or breaking emulsions using microwave energy.

2.2 Microwave Separation Technology Unit (MSTU)

a. The MSTU means Microwave Separation Technology Equipment that contains a microwave transmitter having
a total power output of up to seventy-five (75) kilowatts (designated MST-1000), or more if commercially
available. Microwave Separation Technology Equipment having two or more Microwave Separation Technology
Units would contain microwave transmitters having total power output up to 75 kilowatts multiplied by the
number of units.
b. The MSTU will generally include a system for exposing sludge or an Emulsion to microwave energy such as a
microwave generator, wave guides, an applicator, 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. This
term, MSTU, is interchangeable with "Product".

2.3 Field of Use means any process or operation related to: recovering hydrocarbons from a naturally occurring
reservoir or similar natural source; which will allow refining of such hydrocarbons into intermediates, such as a gas
oil, or final products, such as gasoline; and/or manufacturing of petrochemicals and/or petrochemical feedstocks.
Field of use includes the clean up and recovery of hydrocarbons due to spills, ruptures or similar events. Field of
use includes any process, within the petroleum and petrochemical industries, employing Radio Frequency (RF)
energy, jointly agreed to by Imperial and Tradewinds, to provide a viable economic application for the MST
technology. Applications may include, but not be limited to, recovery of hydrocarbons from sludge tanks, sludge
pits, tanker / ship bottoms, as well as remediation of environmental problems created by hydrocarbon spills,
pipeline leaks, process upsets, and other hydrocarbon related upsets.

2.4 "Product" or "Products" shall mean all products manufactured and controlled by Imperial on the date of the
execution of this Agreement and includes any improvements or replacements to such products. It shall also
include all future products manufactured by Imperial with an application within the Field of Use.

2.5 Territory shall mean nations of Indonesia and Singapore.

2.6 Term of Agreement shall mean the period during which this License Agreement is in effect as set forth in
Article 6, Section 6.2 and Article 12,
Section 12.1.

2.7 Emulsion means a petroleum material fed into the Microwave Separation Technology Equipment containing a
suspension of immiscible liquid phases, and/or a suspension of one or more solids and one or more liquid phases.

2.8 Imperial Intellectual Property Rights mean all patents (including patent applications), copyrights and
trademarks for Microwave Separation Technology owned by Imperial. Imperial Intellectual Property Rights
include the associated know how for making, using, sublicensing, leasing, marketing, and selling Microwave
Separation Technology.

2.9 MST Maintenance Support means all routine, preventive, and/or emergency maintenance or service
performed on Microwave Separation Technology Equipment.

2.10 MST Customer means any lessee, licensee, or purchaser of Microwave Separation Technology Equipment.

2.11 Cost of Product (COP) means the price for the purchase of Microwave Separation Technology Equipment
to include the MST equipment purchased, hood boxing, port delivery to Houston, Houston port charges, agency
and documentation, insurance and ocean freight delivered ex quay port of (named port of destination, for
example Jakarta or Singapore), commissioning and start-up engineering support, training and first year warranty
maintenance related to delivery of the MST system to the named Port of Destination (Delivered Ex Quay) and
the installation of the MST Equipment at the Customer's chosen location.

2.12 Tradewinds means Tradewinds Oil and Gas International, Ltd. a Texas Limited Partnership and its Affiliates
or Designee. The term "Affiliate" shall mean any company, partnership or joint venture controlled by, controlling
or under common control with Tradewinds or any Tradewinds appointed Designee. For

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the purposes of this definition, "control" means the direct or indirect beneficial ownership of fifty percent (50%) or
more of the stock entitled to vote in the election of directors or, if there is no such stock, fifty percent (50%) or
more of the ownership interest in such company, partnership or joint venture.

2.13 MST Technical Support means all support provided by Imperial and / or Tradewinds to MST Customers
and potential MST Customers for MST Equipment or Laboratory Technology that includes, but is not limited to,
training of MST Customer personnel, assistance during the start-up and testing of MST Equipment,
troubleshooting technical problems in an MST application that is not performing to a MST Customer's
satisfaction, response to a MST Customer's request for technical assistance to optimize the MST Equipment, and
technical support services.

2.14 Equipment Cost means the costs as shown in Section 6.4 of major equipment and fabrication labor
necessary to construct MST Equipment, deliver the system ex quay to the named port of destination, the
commissioning and start-up support required to prepare the system for operation, and operator training costs.

2.15 Delivered Ex Quay (DEQ) means that the seller delivers when the goods are placed at the disposal of the
buyer not cleared for import on the quay
(wharf) at the named port of destination. The seller has to bear costs and risks involved in bringing the goods to
the named port of destination and discharging the goods on the quay (wharf). The DEQ term requires the buyer
to clear the goods and pay for all formalities, duties taxes and other charges upon import.

3. RIGHTS GRANTED

3.1 Imperial grants Tradewinds, and Tradewinds accepts, subject to the terms and conditions set forth, herein,
including Paragraph 3.2, an exclusive license and right to market Microwave Separation Technology under
Imperial's Intellectual Property Rights within the nations of Indonesia and Singapore. In addition, if during the
term of this agreement Tradewinds identifies and brings to Imperial contracts for business within countries outside
of Singapore and Indonesia not represented on an exclusive basis by another entity, Tradewinds shall be entitled
to participate with Imperial in the business developed outside of Indonesia and Singapore.

3.2 Imperial has extended its marketing agreement with ____________ to permit them to market the MST
within the __________ organization on a non-exclusive basis. If Tradewinds markets MST units to _________
facilities within Indonesia or Singapore, Tradewinds will pay the Cost of Product (COP) for all units Tradewinds
places within ___________ Singapore or Indonesian operations.

3.3 Except as provided herein, Tradewinds shall be responsible for all costs associated with the conduct of its
marketing, including commissions or other compensation to sales representatives employed by Tradewinds.
Tradewinds will be responsible for the costs incurred to move the MST equipment from the Port of Destination
within Indonesia or Singapore to the installation site, the costs of site preparation, and the lodging, food, travel
and living expenses within Indonesia or Singapore for any Imperial Petroleum Recovery Corporation personnel
involved in the installation, training and equipment maintenance efforts.

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4. SERVICES PROVIDED BY IMPERIAL

4.1 Imperial will be responsible for making or having made the Microwave Separation Technology Equipment for
each order placed by Tradewinds. Imperial will oversee the manufacturing and delivery of Microwave Separation
Technology Equipment to the named port of destination (Delivered Ex Quay), defined for this agreement as the
port city identified by Tradewinds closest to the installation site, capable of receiving and offloading the MST
from the ocean going vessel contracted to move the equipment from its manufactured location, or the Port of
Houston, Texas. Imperial will fabricate, test and commission the unit based upon the information provided by
Tradewinds for its customer's site. Tradewinds will perform, or have performed the site preparation work and the
installation and connections required to operate the MST Unit. Imperial will train up to 10 operators in the use of
the MST and insure that the unit is functioning properly after installation. Imperial will provide a 12 month
warranty on parts and labor. Title to the Products shall vest in Buyer immediately upon payment to Seller of the
Cost of Product.

4.2 Imperial will provide, in a form that complies with industry standards, an operating manual, safety manual,
process flow diagrams, piping and instrumentation diagrams, and wiring diagrams and will provide at least 20
hours of training for each MST Customer. Imperial will also provide MST Technical Support, as defined herein,
to Tradewinds.

4.3 Imperial will provide to Tradewinds training as per Article 4.4, technical and laboratory support with respect
to the use, application and quality of Product as specified by Imperial.

4.4 Imperial will provide at its cost MST Installation and Maintenance Support, as defined herein, to each
Tradewinds MST Customer. Imperial standard overseas commissioning package provides field supervision for 2
engineers, for a maximum of 34 days. Tradewinds will provide for commercial standard, local lodging,
transportation and meals. If installation requires more than 34 days, the additional days will be billed to
Tradewinds or its Designee at $1,000 per engineer per day and Tradewinds will provide for commercial
standard, local lodging, transportation and meals. If onsite training is requested, the standard operator-training
package is presented in English and includes 14 days of hands-on training for up to 10 operators. Additional
engineering and training support is available at $1,000 per engineer/instructor per day (travel to and from, and
onsite) plus airfare and lodging. The standard Maintenance Support includes two semi-annual maintenance on-
site inspections during the first twelve months following commissioning. Imperial will bear all costs of the standard
Maintenance Support package except for the in-country expenses of transportation, lodging and meals on a
commercial standard basis incurred by the engineer(s) assigned the maintenance and inspection function. The
standard packages may be modified as to number of Imperial personnel and days on site, as requested by
Tradewinds.

4.5 Imperial will provide and maintain bench unit test facilities and personnel for testing Emulsions from potential
MST Customers. Imperial will coordinate with Tradewinds to obtain access to additional laboratory equipment
as may be required, from time to time, to provide adequate evaluation of MST Customer emulsions.

5. SERVICES PROVIDED BY TRADEWINDS

5.1 Marketing. Tradewinds will use commercially reasonable efforts to develop the market for the Microwave
Separation Technology within Indonesia and Singapore.

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5.2 Marketing services provided by Tradewinds shall include, but are not limited to, developing a technology fact
sheet, including Microwave Separation Technology on the Tradewinds Web site, disseminating information
related to Microwave Separation Technology to sites partially or fully owned, operated or serviced by
Tradewinds. Tradewinds will also use reasonable efforts, at its own discretion, to publicize Microwave
Separation Technology, including presenting papers and publications, and advertising.

5.3 Tradewinds will be responsible for the costs incurred once the MST equipment has been Delivered Ex Quay
(DEQ) at the named port of destination, to clear customs and move the MST equipment to the installation site,
the costs of site preparation, and the lodging, food, travel and living expenses within Indonesia or Singapore for
any Imperial Petroleum Recovery Corporation personnel involved in the installation, training and equipment
maintenance efforts.

6. TERMS

6.1 Tradewinds will pay Imperial a licensing fee of _______________ for a two year license agreement. In
exchange for this and other consideration, Imperial grants an exclusive license to Tradewinds to market
Microwave Separation Technology products within the Field of Use throughout Indonesia and Singapore for two
years beginning 1 May 2002 and running through 30 April 2004. Tradewinds will prepay the licensing fee at a
rate of ______________ per month for six months beginning November 2001 and continuing through April
2002. The sixth payment (April 2002, or earlier as determined by Tradewinds) will complete the payment
schedule for the two-year term of the agreement.

6.2 The license agreement is effective May 1, 2002 and runs for two years through April 30, 2004. Contracts
generated by Tradewinds in the Field of Use within Indonesia and Singapore prior to May 1, 2002 will be
honored for their exclusivity to Tradewinds as if they were concluded on or after May 1, 2002.

6.3 The license agreement will be automatically renewed for two years if Tradewinds purchases
$______________ or more of MST equipment from Imperial, excluding the monthly license fee, in the previous
licensing agreement term. If Tradewinds purchases, excluding the monthly license fee, from Imperial in the
previous licensing period have exceeded $________________ US, the license agreement will be automatically
renewed for four years. If Tradewinds purchases are sufficient to automatically renew the license agreement, no
additional license fee will be required for the renewal period.

6.4 Tradewinds will order and purchase from Imperial all of its Microwave Separation Technology (MST) units,
spare parts and replacement items.

The Cost of Product (COP) will include the Equipment Cost, packaging for export, insurance, transportation,
and support staff for each system, which may include both the MST and centrifuge (Alfa Laval OFPX 610)
components as follows:

- For a MST-1000 (1 MST; 1 centrifuge) the COP is $___________ US dollars.
- For a MST-2000 (2 MST; 2 centrifuge) the COP is $___________ US dollars.
- For a MST-3000 (3 MST; 2 centrifuge) the COP is $___________ US dollars.
- For a MST-4000 (4 MST; 3 centrifuge) the COP is $___________ US dollars.

- The parties will negotiate the price for MST systems larger than a MST-4000 in good faith.

The Cost of Product for each system ordered will include, in addition to the equipment cost, the costs for
packing, insurance and shipment of goods to the named port of destination, Delivered Ex Quay (DEQ), training
client personnel in

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the use of the system, commissioning at the customer site, two maintenance inspections within the first year of
operation following the commissioning. A spare parts package as requested by the client will be a separate cost.
The Cost of Product price list for this paragraph 6.4 may be adjusted periodically.

6.5 Tradewinds will pay to Imperial 20% of all net revenues generated from each MST unit in service within
Indonesia and Singapore commencing 24 months from the date a unit is first commissioned and placed in service.
Tradewinds will make net revenue payments to Imperial within 30 days following the close of each fiscal quarter
in Tradewinds' fiscal year, with any annual adjustments made at the close of the fiscal year. Net Revenue is
defined as Gross Revenue less Tradewinds' direct costs related to each individual MST. Net revenue will be
derived from the following sources:

- Tradewinds sale of MST units to a third party within Indonesia;
- Tradewinds leasing of MST units to a third party within Indonesia;
- Tradewinds use of MST units to solve its own operational problems or to solve problems of other clients;
- Sale of oil or other recovered material by use of Imperial MST units.

7. INTELLECTUAL PROPERTY

7.1 Imperial will disclose to TRADEWINDS all of its patents, including, applications, continuations,
continuations-in-parts, divisionals, issued patents, and foreign counterparts fully or partially owned by Imperial
related to treatment of Emulsions, sludge and any other application using microwave energy.

8. SAFETY STANDARDS

8.1 TRADEWINDS will follow to the best of its ability all applicable Indonesian standards for Process Safety
Management regulations and all other health and safety policies applicable to each MST Customer site.

8.2 Imperial will provide all warning devices and precautionary measures, including emergency shutdown
systems, that are required by United States law or requested by Tradewinds to conform to Indonesian standards
in following accepted engineering practices to protect persons and property while installing and operating
Microwave Separation Technology Equipment and will meet all United States performance and safety
Requirements.

8.3 Imperial will make available a qualified professional to periodically inspect the MST Equipment at MST
Customer sites to determine that the MST Equipment is in compliance with OSHA PSM Standards. This service
initially will be provided at Imperial's expense every six months for the first 12 months following the
commissioning of each unit, except that Tradewinds will provide for in-country expenses such as commercial
travel, commercial lodging, food and any applicable governmental tolls. After the completion of the second
inspection concluding the first twelve month period, future inspections of each unit will be at Tradewinds expense
and at the daily rates charged by Imperial as shown in
Section 4.4 and will be available as required by Tradewinds. Summary reports will be provided by Imperial to
TRADEWINDS to document compliance, and for informational and marketing purposes.

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9. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF IMPERIAL

Imperial hereby represents, warrants, and covenants to TRADEWINDS during the Term of this Agreement and
any extensions thereof that:

9.1 Imperial will provide all services in accordance with this Agreement and all Microwave Separation
Technology Equipment delivered ex quay (DEQ) to the named port of destination to Tradewinds' MST
Customer sites and will meet the specifications agreed to for that MST Customer.

9.2 Imperial and Tradewinds will meet all safety standards in accordance with this Agreement; will disclose to
MST Customers procedures for the safe operation of the Microwave Separation Technology Equipment.
Imperial will exercise due care in the construction, installation, and schooling in the maintenance of Microwave
Separation Technology Equipment and training of personnel to prevent injuries to persons, harm to the
environment and damage to property.

9.3 Imperial agrees to comply with all United States laws, decrees, rules, regulations, orders, ordinances, actions,
and requests of national, state and/or local courts and governmental units in the performance of its obligation
under this Agreement.

9.4 Microwave Separation Technology does not infringe on the intellectual property rights or other proprietary
rights of any third party of which Imperial is aware as of this Agreement Date, and further that Microwave
Separation Technology is not a misappropriation of any third party's intellectual property rights or other
proprietary rights of which Imperial is aware as of this Agreement Date.

9.5 Except for Paragraphs 9.1 to 9.4, IMPERIAL MAKES NO REPRESENTATIONS OR
WARRANTIES TO TRADEWINDS OF ANY KIND, EXPRESS OR IMPLIED.

10. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF TRADEWINDS

TRADEWINDS represents, warrants, and covenants to Imperial during the Term of this Agreement and any
extensions thereof that:

10.1 TRADEWINDS will provide to the best of its ability all services in accordance with this Agreement.

10.2 TRADEWINDS will exercise to the best of its ability due care in providing the services in accordance with
this Agreement so as to avoid injuries to persons, harm to the environment, and damage to property.

10.3 TRADEWINDS will comply with the best of its ability with all United States and Indonesian laws, decrees,
rules, regulations, orders, ordinances, actions, and requests of national, state and/or local courts and
governmental units in the performance of its obligation under this Agreement.

10.4 Except for Paragraphs 10.1 to 10.3, TRADEWINDS MAKES NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

11. LIABILITY

11.1 Indemnification of Imperial. Tradewinds shall defend, indemnify, and hold the Imperial harmless from and
against any liability, loss, cost, penalty, damage or expense (including attorney fees) to the extent arising either
directly or indirectly out of:

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a. the negligence or willful misconduct of Tradewinds, or an employee, officer, director Affiliate, partner,
principal, agent, representative of Tradewinds in the performance of this Agreement or any purchase order issued
hereunder;

b. any failure by Tradewinds or an employee, officer, director, Affiliate, partner, principal, agent, representative
of Tradewinds to comply with any applicable Law;
c. any claim made by an employee of Tradewinds for compensation, loss of salary from any dispute lodged by a
Tradewinds employee;
d. the strict liability of Tradewinds; and
e. the breach of any representation or warranty in this Agreement.

11.2 Indemnification of TRADEWINDS. Imperial shall defend, indemnify, and hold Tradewinds harmless from
and against any liability, loss, cost, penalty, damage or expense (including attorney fees) to the extent arising
either directly or indirectly out of:

a. any dangerous or volatile characteristics of the Products, which characteristics are or become known to
Imperial, but have not or are not disclosed to Tradewinds; and if conveyed to Tradewinds, Tradewinds shall have
complied with Imperial's direction to discontinue use of the Product until such time as correction of the problem
has been made;
b. the negligence or willful misconduct of Imperial, or an employee, officer, director Affiliate, partner, principal,
agent, representative or subcontractor of Imperial in the performance of this Agreement or any purchase order
issued hereunder;
c. products liability claims related to the Product;
d. any failure by Imperial or an employee, officer, director, Affiliate, partner, principal, agent, representative or
subcontractor of Imperial to comply with any applicable Law;
e. the infringement or claimed infringement of any Intellectual Property right of a third party that relates to the
Product;
f. the strict liability of Imperial; and
g. the breach of any representation or warranty in this Agreement.

11.3 Concurrent Liability. In the event of a Loss arising out of the joint negligence or willful misconduct of
Tradewinds and Imperial, Tradewinds and Imperial shall be liable to each other and to any damaged third party
in proportion to their relative degree of fault.

11.4 Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified
Person or the Indemnifying Person, as the case may be, of any Loss shall also be binding upon the Indemnifying
Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had
been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, that
no obligation arising out of such Loss shall be imposed on the Indemnified Person or the Indemnifying Person as a
result of such settlement without the prior written consent of such Person, which consent shall not be
unreasonably withheld.

11.5 Insurance or Benefits. In no event shall the indemnities provided hereunder be limited in any way to the
amount or type of damages, compensation or other benefits payable by or for a Person under any insurance
policy or Law including, but not limited to, any workers' compensation statute or any disability or other employee
benefit statute.

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11.6 Survival of Obligations. The indemnification obligations of the parties shall survive the termination of this
Agreement for two years beyond the termination date of this contract, including extension dates.

11.7 Dispute Settlement. The Parties will endeavor to resolve by negotiation any dispute, controversy or claim
arising out of or relating to or in connection with this Agreement, or its breach, termination or invalidity,
("Dispute") that may arise between them. In addition, if either Party requests that a Dispute be submitted to
mediation, the mediation will be conducted in Houston, Texas and both Parties will participate in mediation in
good faith.

12. TERM AND TERMINATION

12.1 The Term of this Agreement shall be for two years (2 years). The license agreement is effective May 1,
2002 and runs for one year through April 30, 2004. Contracts generated by Tradewinds in the Field of Use
within Indonesia and Singapore prior to May 1, 2002 will be honored for their exclusivity to Tradewinds as if
they were concluded on or after May 1, 2002. Further, any business generated or created by Tradewinds during
the term of this agreement shall be considered as under the contract for a five-year period after the contract
expiration.

12.2 The license agreement may be renewed for two years or longer based on negotiations between the Parties.
It will be automatically renewed for two years if Tradewinds payments, excluding the monthly license fee, to
Imperial in the previous licensing period have exceeded $1,500,000 US.

12.3 This Agreement shall terminate immediately and without notice upon the institution of insolvency, bankruptcy
or similar proceeding by or against either party. If the proceeding is against Imperial, Tradewinds shall have the
right to continue to utilize the MST and related technology as if this agreement was still in effect.

12.4 Upon termination of this Agreement and upon the written request of the other party, Imperial shall return all
copies of TRADEWINDS Proprietary Information, and TRADEWINDS shall return all copies of Imperial
Proprietary Information related to Microwave Separation Technology and Improvements thereof, except that
Imperial and TRADEWINDS may retain one copy for the purpose of determining its legal obligations under
Article 14.

13. INDEPENDENT CONTRACTOR

13.1 In performing their obligations under this Agreement, Imperial and TRADEWINDS are both independent
contractors. Imperial and TRADEWINDS shall use their own discretion and shall have complete control over
services that each provide and shall assume the rights, obligations, and liabilities, applicable to each as an
independent contractor. Nothing contained in this Agreement or the Exhibits shall be construed to constitute
Imperial or any of its employees or officers as an employee, agent, joint venturer, or partner of TRADEWINDS
or its affiliates, successors, or assignees.

13.2 Imperial is not, and shall not represent itself to be, an agent or representative of TRADEWINDS.

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14. CONFIDENTIALITY

14.1 Imperial and TRADEWINDS have executed a Non-Disclosure and Confidentiality Secrecy Agreement
effective December 15, 2001, attached in Appendix A. The term of this Non-Disclosure and Confidentiality
Secrecy Agreement shall be extended to remain in effect during the Term of this Agreement and all extensions
thereof. All obligations undertaken by the parties with respect to confidentiality and restrictions of use of
Proprietary Information disclosed under the Non-Disclosure and Confidentiality Secrecy Agreement will be
extended to terminate two years from the date of termination of this Agreement including all extensions thereof.
Proprietary Information that may be disclosed under this Non-Disclosure and Confidentiality Secrecy Agreement
is amended to include improvements of emulsion breaking and separations technology, as well as any other
application.

14.2 Except for the provisions of Articles 3 and 10 of this Agreement, nothing contained herein shall be
construed as granting either party any right or license under any copyright, patent, trade secret, or other
intellectual property rights of the other party, nor as obligating either party to make such grants to the other party.
Each Party shall insure that no distribution of the other's proprietary documentation or system design data is made
without the express written approval of the other Party.

14.3 Without the written consent of TRADEWINDS, Imperial shall not disclose the terms of this Agreement to
MST Customers, including MST Customer sites fully or partially owned or operated by Tradewinds.

15. NOTICES

All notices and other communications will be in writing and will be deemed given when delivered if given in
person, when deposited in the mail if sent by certified or registered mail, return receipt requested, postage
prepaid and properly addressed, or when transmitted if sent by facsimile to the parties as follows.

For Imperial Technical, Legal, and Business Matters:


                                     Imperial Petroleum Recovery Corporation
                                            1970 South Starpoint Drive
                                              Houston, Texas 77032
                                            Attention: Brent Kartchner

For Tradewinds Technical, Legal, and Business Matters:


                                      Tradewinds Oil & Gas International, Ltd

16. RIGHT OF AUDIT

16.1 Imperial shall have the right, exercisable by delivery of written notice to Tradewinds within 90 days after the
close of each year under this Agreement and after any termination of this Agreement, to have the pertinent
records of Tradewinds examined by an independent accountant mutually agreed to by TRADEWINDS and
Imperial for the purpose of verifying the payments in Article
6. All fees requested by such accountant for carrying out this examination will be paid by Imperial. Such
examination shall be conducted during normal business hours. To the extent possible, examinations shall be
scheduled at a time most convenient to Tradewinds. Except as required by law, the accountant employed by
Imperial shall not disclose to anyone except Imperial and TRADEWINDS the result of, or any of the data
discovered in, any such examination, and shall not disclose to Imperial any proprietary information of Tradewinds
except to the extent necessary for the verification permitted by this Article. After completion of the examination,
inaccuracies which the examination shall have

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disclosed, if any, shall be promptly adjusted. The determination of such independent public accountant shall be
final.

17. ASSIGNMENT

17.1 This Agreement may not be assigned by either party without the prior written consent of the other party,
except, however, in the event all or substantially all of a party's assets, business or stock is purchased by an
acquirer or transferred to an Affiliate, this Agreement may be assigned to the acquirer or Affiliate provided that
any rights and/or obligations under this Agreement are binding and inure to the benefit of the assignee.

18. APPLICABLE LAW

18.1 This Agreement will be construed and interpreted in accordance with the plain meaning of its terms and,
subject thereto, in accordance with the substantive laws of the State of Texas, USA, without giving effect to
Texas' principles of conflict of laws. Where U.S. Federal subject matter or diversity exists in respect of a dispute
which the parties cannot themselves amicably resolve, the parties designate the United States District Court
having jurisdiction for the state of Texas, as the exclusive forum for the resolution of that dispute and agree to
submit themselves and the dispute exclusively to the jurisdiction of that Court. Where U.S. Federal subject matter
or diversity jurisdiction in respect of the dispute does not exist, the parties designate the Circuit Court of the
County of Harris, Texas as the exclusive forum for the resolution of that dispute and agree to submit themselves
and the dispute exclusively to the jurisdiction of that Court. The rights and obligations of the parties regarding
resolution of disputes, as set forth in this Paragraph 20.1, shall survive any termination of this Agreement.

19. INSURANCE

19.1 Without limiting or qualifying any liability otherwise assumed by Imperial under this Agreement, Imperial
shall, during the term of this Agreement provide and carry at its own expense, at least the insurance below to
protect itself. Additionally, the insurance obtained below shall be sufficient to cover claims made after termination
of the Agreement relating to events that occurred during the term of this Agreement.

(i) Statutory Workmen's compensation and employer's Liability Insurance in compliance with the laws of the
states where Imperial performs its services.

(ii) Comprehensive General Liability Insurance with limits of not less than $5,000,000 per occurrence for bodily
injury and property damage; said Comprehensive General Liability Insurance to include within sixty (60) days
after the Effective Date of this Agreement coverage for claims of patent infringement or other violations of a third
party's proprietary rights. If any company or entity is excluded from coverage for claims related to patent
infringement or other violations of a third party's proprietary rights, Imperial shall have nine (9) months from the
Agreement Date to remedy such an exclusion.

(iii) Automotive Public Liability Insurance upon each and every unit of automotive equipment operated or used by
Imperial in the performance of this Agreement with combined single limits of not less than $1,000,000 per
accident.

19.2 Tradewinds shall procure and at all times maintain at its expense policies of insurance of the types required
to protect itself.

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19.3 Certificates of Insurance or certified copies of all insurance policies required in Paragraphs 19.1 and 19.2
will be exchanged between TRADEWINDS and Imperial at the mutual request of both parties.

20. MISCELLANEOUS

20.1 This Agreement and all Appendices, including the Non-Disclosure and Confidentiality Secrecy Agreement
in Appendix A, constitutes the full understanding of the parties and a complete and exclusive statement of its
terms and supersedes all prior agreements, arrangements and understandings relating to the subject matter hereof.

20.2 No modification of this Agreement or waiver of any of its terms and conditions will be of any force or effect
unless made in writing and signed by a duly authorized officer of each of the parties.

20.3 All terms of this Agreement are severable, and any term that may be prohibited or unenforceable by law
shall be ineffective only to the extent of such prohibition or unenforceability without affecting the enforceability of
the remainder of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective
authorized officials as of the dates below.

                  IMPERIAL PETROLEUM                               TRADEWINDS TECHNOLOGY
                  RECOVERY CORPORATION                             COMPANY

                  By:                                              By:
                        ----------------------------                     ------------------------

                  Name:    C. Brent Kartchner                      Name: James E. Scott III
                       ----------------------------                    ------------------------

                  Title:   President                               Title: President
                        ---------------------------                     -----------------------

                  Date:    February 11, 2002                       Date: February 11, 2002
                       ----------------------------                     -----------------------




                                            OMITTED APPENDICES

APPENDIX A: NONDISCLOSURE AND SECRECY AGREEMENT


                                                          12
                                                   Exhibit 10.12

                  SECURITY DEPOSIT PAYMENT FORBEARANCE AGREEMENT

THIS Agreement, effective as of the Eighth day of June, 2004 ("Effective Date"), is between Successor in
Interest to MTC (herein referred to as Successor in Interest to MTC), a corporation of the State of New York
and Imperial Petroleum Recovery Corporation (herein referred to as IPRC), a company formed under the laws
of Nevada.

                                             WITNESSETH THAT:

WHEREAS, Mobil Technology Company ("MTC") and IPRC entered into an agreement, effective October 6th,
1999 ("Prior Agreement") pursuant to which MTC provided IPRC with security deposit of one million United
States Dollars (U.S. $1,000,000) ("Security Deposit); and

WHEREAS, the Prior Agreement terminated on October 6, 2001; and

WHEREAS, IPRC was to repay the Security Deposit on August 10, 2003, which obligation survived termination
of the Prior Agreement; and

WHEREAS, IPRC has not repaid the Security Deposit as of the effective date of this Agreement and is currently
in default of its obligation to repay the Security Deposit under the Prior Agreement and as a result of such default,
IPRC further owes interest on the Security Deposit as specified in the Prior Agreement, which obligation further
survived termination of the Prior Agreement; and

WHEREAS, the right under the Prior Agreement to receive the Security Deposit and accrued interest from IPRC
was assigned from MTC to Successor in Interest to MTC on December 6, 2002 and as a result of that
assignment, Successor in Interest to MTC is a secured creditor of IPRC; and

WHEREAS, to avoid creating a situation that could cause IPRC to file for bankruptcy, Successor in Interest to
MTC is willing to forebear its collection of the Security Deposit as a single payment and to allow IPRC to make
six payments totaling one million United States Dollars (U.S.$1,000,000) as set forth herein and further, if IPRC
makes all of such Security Deposit payments on or before the specified timetable, Successor in Interest to MTC
is willing to forgive the accrued interest on the Security Deposit.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties
hereto agree as follows:

                                                   ARTICLE I

1.01 Terms defined in this Agreement shall have the definitions provided herein. Terms not defined in this
Agreement shall have the meaning defined for
them in the Prior Agreement. In the event of any conflict between the terms of this Agreement and the Prior
Agreement, the terms of this Agreement shall control.

                                           ARTICLE II- PAYMENTS

2.01 As used herein, "Financial Trigger Event" shall mean the effective date of the first agreement between IPRC
(or any affiliate, agent or licensee with rights to sublicense MST) and any third party for the lease, sale, or license
of one or more MST Units after the Effective Date. IPRC agrees to promptly notify Successor in Interest to
MTC in writing of the execution of any agreement on or before October 31, 2004 between IPRC or any affiliate,
agent, or licensee with rights to sublicense MST and any third party for the lease, sale, or license of one or more
MST Units.

2.02 Provided that the Financial Trigger Event occurs on or before October 31, 2004, Successor in Interest to
MTC and IPRC agree that the Security Deposit payment schedule is changed from that specified in Sections 6.3,
6.4 and 6.5 of the Prior Agreement to that specified below. Payment will be made by IPRC to Successor in
Interest to MTC according to the specified schedule and no invoices will be required from Successor in Interest
to MTC to IPRC before making such payments.

Until lPRC shall fully repay the Security Deposit, thirty (30) days after the conclusion of each calendar quarter
(January to March, April to June, July to September and October to December or any portion thereof) after the
Financial Trigger Date, IPRC shall pay Successor in Interest to MTC at least Sixty Thousand United States
Dollars (U.S.$60,OOO.00) for each MST Unit sold, leased or licensed after the Financial Trigger Date. Failure
to make the specified payments on time shall be a default. Examples of the application of this payment schedule
are shown in Appendix I.

2.03 If the Financial Trigger Event occurs on or before October 31, 2004 and IPRC repays the entire Security
Deposit on or before December 1, 2005 as specified in Section 2.02, Successor in Interest to MTC will forgive
any interest accrued and due under the Prior Agreement, however if anyone or more of the payments called for in
Section 2.02 are not made as specified or if the Security Deposit was not entirely repaid by December 1, 2005,
IPRC shall continue to be obligated to pay the Security Deposit payments as specified in
Section 2.02 and shall pay Successor in Interest to MTC interest on the Security Deposit as follows:

Interest due on the Security Deposit, including accrued interest, from August 10, 2003 up to the date IPRC pays
the Security Deposit and accrued interest in full will be charged upon the unpaid Security Deposit plus any
accrued interest at a rate equal to the prime rate of Citibank (New York) at the close of business on the last
business day of the calendar year immediately preceding each respective year (or portion thereof) that the
Security Deposit remains unpaid, plus four percent (4%) per annum. The interest will be added to the amount that
IPRC owes Successor in Interest to MTC.
2.04 If the Financial Trigger Event does not occur on or before October 31, 2004, IPRC shall continue to be
obligated to pay the Security Deposit, including accrued interest, charged upon the unpaid Security Deposit plus
any accrued interest, at a rate equal to the prime rate of Citibank (New York) at the close of business on the last
business day of the calendar year immediately preceding each respective year (or portion thereof) that the
Security Deposit remains unpaid, plus four percent (4%) per annum beginning on August 10, 2003 and ending
when the Security Deposit plus accrued interest has been paid in full to Successor in Interest to MTC and failure
to pay the Security Deposit, including any accrued interest, by October 31, 2004 shall be a default. The interest
will be added to the amount that IPRC owes Successor in Interest to MTC.

2.05 Payments made by IPRC to Successor in Interest to MTC shall be first credited to repayment of the
Security Deposit without accrued interest and then to payment of accrued interest. IPRC shall pay Successor in
Interest to MTC accrued interest in successive fifty thousand United States dollar (U.S.$50,OOO) payments
every thirty (30) days beginning upon the repayment of the Security Deposit and continuing until all accrued
interest due Successor in Interest to MTC has been paid. Failure to make accrued interest payments on time shall
be a default.

2.06 All amounts specified in this Agreement are in U.S. Dollars and are net of any value added taxes (VAT),
and all payments provided for in this Agreement shall be paid in United States Dollars and be remitted preferably
by wire transfer, or by check or draft, to the following banking address, or to such other new banking address
provided by Successor in Interest to MTC upon ninety (90) days prior written notice thereof to IPRC. Payments
by wire shall be to:

For the account of: Successor in Interest to MTC

Or if by check or draft to:

                                         Successor in Interest to MTC

All payments due from IPRC shall be equal to one hundred percent (100%) of the invoice amount or the amount
specified in this Agreement without deductions for any taxes, assessments or charges levied, assessed or imposed
(other than by the Government of the U.S.A.) which IPRC or Successor in Interest to MTC or any other party
shall be required to payer withhold in respect to or calculated with reference to such payment due Successor in
Interest to MTC. Any such taxes, assessments, and/or charges shall be paid by IPRC, on behalf of and in the
name of Successor in Interest to MTC, and receipts for such taxes, assessments or charges shall be forwarded to
Successor in Interest to MTC.

                               ARTICLE III - ADDITIONAL COVENANTS
3.01 IPRC represents and warrants that it has not paid any dividends or other capital distributions or made any
other distribution or payment on account of or in redemption, retirement, or purchase of any capital stock
(collectively, "Distributions") to any of its shareholders during the time period from August 10, 2002 to the
Effective Date.

3.02 Until the Security Deposit, including any accrued interest, is paid to Successor in Interest to MTC in full,
without Successor in Interest to MTC's express written consent:

(a) IPRC agrees that no Distributions shall be made to any of its shareholders, however an already agreed
payment of up to three hundred thousand United States Dollars (U.S.$300,000.00) total may be made to IPRC's
three largest shareholders; and

(b) IPRC agrees that it shall pay no other creditor a greater percentage of its indebtedness to such creditor than it
shall pay to Successor in Interest to MTC, however IPRC may pay its creditors its actual costs that are
reasonable for office rent, office supplies, office equipment, utilities, taxes, wages and salaries for employees
other than officers or IPRC shareholders and travel and entertainment expense associated with marketing MST
Units up to a maximum of fifty thousand United States Dollars (U.S.$50,000.00) per month, which maximum
shall be increased by up to an additional twenty-five thousand United States Dollars (U.S.$25,000.00) per month
if needed to support expanded marketing efforts for MST Units.

3.03 Beginning with the Financial Trigger Date, IPRC shall deliver to Successor in Interest to MTC as soon as
available, but in any event within 30 days after the end of each calendar quarter, a company prepared
consolidated balance sheet and income statement covering IPRC's consolidated operations during such period, in
a form acceptable to Successor in Interest to MTC and certified by a responsible officer of IPRC.

                             ARTICLE VI - ADDITIONAL REQUIREMENTS

4.01 The obligation of Successor in Interest to MTC to forbear its rights to receive the Security Deposit from the
Prior Agreement is subject to the condition precedent that Successor in Interest to MTC shall have received, in
form and substance satisfactory to it, the following:

(a) this Agreement;

(b) an officer's certificate of IPRC with respect to incumbency and resolutions authorizing the execution and
delivery of this Agreement;

(c) annual consolidated balance sheet and income statement covering IPRC's consolidated operations during
2002 and 2003 (unaudited ones acceptable)
as soon as practical after the Financial Trigger Date; and

(d) such other documents, and completion of such other matters, as Successor in Interest to MTC may
reasonably deem necessary or appropriate.

4.02 Should IPRC have an opportunity to sell, lease or otherwise transfer the Torrance MST Equipment
("Collateral") to a third party for fair value, IPRC shall promptly notify Successor in Interest to MTC and
Successor in Interest to MTC, at its sole discretion under terms acceptable to Successor in Interest to MTC,
may provide IPRC with a written waiver of its security interest.

4.03 Successor in Interest to MTC (through any of its or its affiliates' officers, employees, or agents) shall have
the right, upon reasonable prior notice, from time to time during IPRC's usual business hours but no more than
once a year (unless IPRC is in default of any of its obligations under this Agreement), to inspect IPRC's Books
and to make copies thereof and to check, test, and appraise the Collateral in order to verify IPRC's financial
condition or the amount, condition of, or any other matter relating to, the Collateral.

                        ARTICLE V - REPRESENTATIONS AND WARRANTIES

5.01 IPRC represents and warrants as follows:

(a) IPRC has good title to the Collateral, free and clear of liens, except for liens to Successor in Interest to MTC
and its affiliates. All inventory is in all material respects of good and marketable quality, free from all material
defects, except for inventory for which adequate reserves have been made.

(b) There are no actions or proceedings pending by or against IPRC or any of its affiliates before any court or
administrative agency in which a likely adverse decision could reasonably be expected to have a material adverse
effect on IPRC's interest or Successor in Interest to MTC's security interest in the Collateral.

(c) All consolidated financial statements related to IPRC and any of its affiliates that are delivered by IPRC to
Successor in Interest to MTC fairly present in all material respects IPRC's consolidated financial condition as of
the date thereof and IPRC's consolidated results of operations for the period then ended. Since the date of the
most recent of such financial statements submitted to Successor in Interest to MTC, no event or circumstance has
occurred or exists, which individually or in the aggregate has resulted or could reasonably be expected to result in
a material adverse effect.

(d) IPRC is. in default of its obligation to repay the Security Deposit under the Prior Agreement.

(e) Successor in Interest to MTC , through its predecessor, MTC, holds a valid, perfected first priority lien
against the Collateral, which lien will continue in full force and effect until repayment of the Security Deposit is
made in full.
(f) Successor in Interest to MTC, through its predecessor, MTC, has the present right to exercise all of the
remedies available to MTC under the Prior Agreement.

                                        ARTICLE VI - ASSIGNMENT

6.01 This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors to
substantially the entire assets and business of the respective parties hereto. This Agreement shall be assignable by
Successor in Interest to MTC to any of its affiliates but shall not otherwise be assignable by either party without
the prior written consent of the other party. Any and all assignments of this Agreement or of any interests therein
not made in accordance with this Paragraph shall be void.

                                           ARTICLE VII- DEFAULT

7.01 If IPRC shall be in default of any obligation hereunder, Successor in Interest to MTC may give written
notice to IPRC specifying the claimed particulars of such default and in the event IPRC shall not have remedied
such default within sixty (60) days after the date of such notice,

(a) The entire unpaid principal sum of the Security Deposit plus any and all interest accrued thereon shall, at the
option of Successor in Interest to MTC, become due and payable immediately without presentment, demand,
notice of payment, protest, notice of protest, or other notice of dishonor, all of which are expressly waived by
IPRC.

(b) Successor in Interest to MTC shall have with respect to the Collateral all of the rights and remedies of a
secured party under the Uniform Commercial Code or any other applicable law and all rights provided herein or
in any other applicable security, loan or other agreement, all of which rights and remedies shall, to the full extent
permitted by law, be cumulative.

(c) Successor in Interest to MTC may require IPRC at its expense to assemble the Collateral and make it
available to Successor in Interest at a place to be designated by Successor in Interest to MTC which is
reasonably convenient to Successor in Interest to MTC and IPRC.

(d) Successor in Interest may sell the Collateral or any part thereof at public or private sale, at any of Successor
in Interest to MTC's offices or elsewhere, for cash, on credit or for future delivery, and at such prices and upon
such other terms as Successor in Interest to MTC may deem commercially reasonable.

(e) Any notice of sale, disposition or other intended action by Successor in Interest to MTC, sent to IPRC at the
address specified below, or
such other address of IPRC as may from time to time be shown on Successor in Interest to MTC's records, at
least five (5) days prior to such action, shall constitute reasonable notice to IPRC.

(f) The rights and remedies provided to Successor in Interest herein are not exclusive and are in addition to any
other rights and remedies Successor in Interest already has under the Prior Agreement and may now or hereafter
have at law or in equity, and each and every such right or remedy shall be cumulative and concurrent, and in
addition to every other such right or remedy, and may be pursued singly, concurrently, successively or together,
at the sole discretion of Successor in Interest to MTC, and shall not be exhausted by anyone exercise thereof but
may be exercised as often as occasion therefore shall occur. The failure to exercise or delay in exercising any
such right or remedy shall not be construed as a waiver or release thereof.

                                     ARTICLE VIII - MISCELLANEOUS

8.01 The validity and interpretation of this Agreement and the legal relations of the parties to it shall be governed
by the laws of the Commonwealth of Virginia, U.S.A. without recourse to its conflicts of law rules.

8.02 None of the provisions of this Agreement shall be construed so as to require the commission of any act
contrary to law, and wherever there is any conflict between any provision of this Agreement and any material
statute, law or ordinance, the latter shall prevail; but in such event the provision of this Agreement affected shall
be curtailed and limited only to the extent necessary to bring it within the legal requirements.

8.03 IPRC shall not cause or permit the release of any advertising, publicity, news release or other public
announcement referring to this Agreement or having or containing any reference to Successor in Interest or its
affiliates or in which the name of Successor in Interest Research and Engineering Company, Successor in Interest
to MTC, Successor in Interest to MTC, Successor in Interest to MTC, Successor in Interest to MTC or
Successor in Interest appears until written approval has been obtained from Successor in Interest to MTC,
however IPRC may re-release or refer to previously published information that refers to Successor in Interest or
its affiliates.

8.04 The headings in this Agreement are for informational purposes and should not be construed as altering the
terms of the Agreement.

                                          ARTICLE IX - ADDRESSES

9.01 The addresses of the parties hereto are as follows, but either party may change its address for the purpose
of this Agreement by notice in writing to the other party:

                                          Successor in Interest to MTC:
Imperial Petroleum Recovery Corporation 1970\ South Starpoint Drive
Houston TX 77032
Telephone: 281 821 1110 Attn: Alan Springer

In the event notices, statements, payments received under this Agreement by a party hereto are sent by certified
or registered mail to the party entitled thereto at the address provided for in this Agreement, they shall be deemed
to have been given or made as of the date so mailed, and if sent by wire then as of the date transferred.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their respective
corporate names by their respective officers thereunto duly authorized.

               IMPERIAL PETROLEUM                         SUCCESSOR IN INTEREST TO MTC
               RECOVERY CORPORATION
               By                                         By
               Name:                                      Name:
               Title                                      Title




Date: Date:
                                                 APPENDIX I

Payment Calculation Examples:

Example 1:

A. Assume Financial Trigger Date is May 1, 2004
B. Assume IPRC sells one (1) MST Unit in the May 1 transaction C. IPRC should pay Successor in Interest at
least $60,000 on each July 30, October 30, January 30, and April 30 thereafter until the Security Deposit and
accrued interest have been paid in full.

Example 2:

D. Assume Financial Trigger Date is May 1, 2004
E. Assume IPRC sells two (2) MST Units in the May 1 transaction F. IPRC should pay Successor in Interest at
least $120,000 on each July 30, October 30, January 30, and April 30 thereafter until the Security Deposit and
accrued interest have been paid in full.

Example 3:

G. Assume Financial Trigger Date is May 1, 2004
H. Assume IPRC sells three (3) MST Units in the May 1 transaction
I. IPRC should pay Successor in Interest to MTC at least $180,000 on each July 30, October 30, January 30,
and April 30 thereafter until the Security Deposit has been paid in full. Under the terms of the Agreement, if IPRC
makes the specified payments on time, Successor in Interest to MTC will forgive the accrued interest.

Example 3a:

J. Assume Financial Trigger Date is May 1, 2004
K. Assume IPRC sells three (3) MST Units in the May 1 transaction
L. IPRC should pay Successor in Interest to MTC at least $180,000 on each July 30, October 30, January 30,
and April 30 thereafter until the Security Deposit has been paid in full, and if IPRC should fail to make one or
more payments on time, then also until the accrued interest has been paid in full.
                                                 Exhibit 10.13

                                     MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT ("Agreement") is made and entered into this the 1st day of August
2005 between Agribiofuels, LLC, ("Agribiofuels") a Texas Limited Liability Company and Imperial Petroleum
Recovery Corporation ("IPRC"), a Nevada Corporation, and any subsidiaries.

                                               WITNESSETH:

WHEREAS, Agribiofuels is in the business of providing biodiesel product to the energy industry;

WHEREAS, Agribiofuels desires to have access to the services and technology of
IPRC;

WHEREAS, IPRC has the ability to provide certain general business, financial consultation and advice and
management services to Agribiofuels in connection with the operation of its business and to provide technology
and training in operating Microwave Separation Technology (MST) in the manufacture of biodiesel product;

NOW, THEREFORE, in consideration of the promises and the mutual covenants of the parties hereto and other
good and valuable consideration paid and received by each of the parties to this Agreement, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

SECTION 1. ENGAGEMENT

Agribiofuels hereby engages IPRC as an independent contractor and consultant to provide general business
consultation and advice and management services to Agribiofuels and its subsidiaries in connection with the
operation of their respective businesses.

SECTION 2. MANAGEMENT SERVICES

IPRC through its members and/or employees, shall provide Agribiofuels with management services as specified in
section six of the Regulations of Agribiofuels, LLC and other management services not there listed which may be
required from time to time for the effective conduct of Agribiofuels' business. In addition, IPRC shall recruit,
retain and train all employees necessary for the operation of Agribiofuels, LLC's biodiesel production facility.

SECTION 3. MICROWAVE SEPARATION TECHNOLOGY LICENSE AND SERVICES

IPRC hereby grants to Agribiofuels a license to use its MST technology (and any improvements to such
technology developed by Agribiofuels employees) for the production, use and sale of biodiesel for the duration of
this contract. Such license is exclusively for the production of biodiesel and may not be used for any other
process or project. This license is not transferable. This license
expires at the same time as this contract. IPRC shall provide technical and training services for the use of MST in
Agribiofuels' biodiesel production. For the purposes of this agreement, "MST" shall mean a microwave
separation technology unit and centrifuge, along with its associated control hardware and software for the
production of biodiesel as described in U.S. Patent # 5,914,014, # 6,077,400 and # 6,086,830.

SECTION 4. MANAGEMENT AND MST FEES

Commencing on the date hereof (the "Effective Date"), Agribiofuels shall pay IPRC a management fee, in
consideration of the services rendered by IPRC pursuant to Section 2 above. Such fee will be due and payable
on the 15th day of each month. Once the biodiesel facility is operational, Agribiofuels will pay IPRC the greater
of a throughput fee per gallon of biodiesel produced or pay an amount equal to ____________.

In addition, Agribiofuels agrees to use the MST in the biodiesel process. Once an MST is deployed, the minimum
parking fee per MST is $_________ per month. Once the biodiesel facility is operational, Agribiofuels agrees to
pay IPRC per MST the greater of $________ or a throughput charge of $ ____ per gallon of biodiesel
produced.

SECTION 5. TERM OF AGREEMENT

The term of this Agreement shall be for a period of three (3) years commencing on the Effective Date. Renewals
will be made 30 days prior to the end of the Agreement and be for a term of an additional three (3) years if
agreed by both parties.

SECTION 6. TERMINATION

IPRC may terminate this agreement if Agribiofuels fails to make any payment due to IPRC. IPRC shall provide
Agribiofuels written notice of any delinquent payment and twenty (20) days after the date of said notice to pay
the delinquent amount.

SECTION 7. NOTICES

7.1 Manner of Notice. All notices, statements or other documents which any party shall be required or shall
desire to give to the others hereunder shall be in writing and shall be given by the parties hereto only as follows:
(a) by personal delivery, (b) by addressing it as indicated below, and by depositing it certified mail. Postage
prepaid, in the U.S. mail, first class (airmail if the address is outside of the country in which such notice is
deposited), or (c) by addressing it as indicated below, and by delivering it toll prepaid to a telegraph, cable
company or courier service (e.g., Federal Express).

7.2 Delivery of Notice. Addresses. If so delivered, mailed, telegraphed, cabled or couriered, each such notice,
statement or other document shall, except as herein expressly provided, be conclusively deemed to have been
given when personally delivered, or on the third business day after the date of mailing, or
on the date of delivery to a telegraph or cable company or on the first business day after delivery to a courier
service, as the case may be. The addresses of the parties shall be those of which the other parties actually
receives written notice pursuant to this Section 7 and until further notice are:

                                                     IPRC
                                            1970 South Starpoint Drive
                                               Houston, TX 77032

                                                Agribiofuels, LLC

SECTION 8. MISCELLANEOUS

8.1 Entire Agreement; Amendments. This agreement contains all of the terms and conditions agreed upon by the
parties hereto in connection with the subject matter hereof. This Agreement may not be amended, modified or
changed except by written instrument signed by all of the parties hereto.

8.2 Assignment; Successors. This Agreement shall not be assigned and is not assignable by any party without the
prior written consent of each of the parties hereto; provided, however, that IPRC may assign, without the prior
consent of Agribiofuels, its rights and obligations under this Agreement to any of its affiliates controlled by IPRC
and provided further, that IPRC may assign the right to receive any payment hereunder to any other person or
entity. Subject to the preceding sentence, this Agreement shall insure to the benefit of and be binding upon the
parties hereto and respective permitted successors and assigns.

8.3 Captions. All captions and headings are inserted for the convenience of the parties, and shall not be used in
any way to modify, limit, construe or otherwise affect this Agreement.

8.4 Governing Law. This Agreement shall be governed by and construed in accordance with the internal
domestic laws of the State of Texas without reference to the choice of law principles thereof.

8.5 Attorney's Fees. If any legal action is brought concerning any matter relating to this Agreement, or by reason
of any breach of any covenant, condition or agreement referred to herein, the prevailing party shall be entitled to
have and recover from the other party to the action all costs and expenses of suit, including attorney's fees.

8.6 Severability: If any term, provision or condition of this Agreement is determined by a court or other judicial or
administrative tribunal to be illegal, void or otherwise ineffective to herein, the prevailing party shall not be
affected thereby and shall remain in full force and effect.
8.7 Interpretation. In the event of a dispute hereunder, this Agreement shall be interpreted in accordance with its
fair meaning and shall not be interpreted for or against any party hereto on the ground that such party drafted or
caused to be drafted this Agreement or any part hereof.

8.8 Indemnity. The parties of this Agreement shall indemnify and hold one another and their respective officers,
directors, employees and agents, harmless from any and all loss, cost, liability and damage (including attorneys'
fees) arising out of or be connected with, any act performed or omitted to be performed or omitted to be
performed under this agreement, provided such act or omission was taken in good faith, and in the event of
criminal proceedings, that the indemnity had no reasonable cause to believe his conduct was unlawful. An adverse
judgment or plea of "nolo" contender shall not, of itself, create a presumption that the indemnity did not act in god
faith or that he had reasonable cause to believe his conduct was unlawful. Expenses incurred in defending a civil
or criminal action shall be paid by the indemnitor upon receipt of an undertaking by or behalf of the indemnity to
pay such amount if it be later shown that such person was not entitled to indemnification.

IN WITNESS WHEREOF, the parties hereto have caused this Management Agreement to be duly executed as
of the first above written.

                        IMPERIAL PETROLEUM RECOVERY CORPORATION

                                              By: signed copy on file

                                              Name: Alan B. Springer

                                               Title: Chairman/CEO

                                            AGRIBIOFUELS, LLC

                                              By: signed copy on file

                                           Name: James W. Hammond

                                                   Title: Manager
Exhibit 10.14



                IMPERIAL PETROLEUM RECOVERY CORPORATION

                   2002 STOCK OPTION AND INCENTIVE PLAN
                               TABLE OF CONTENTS
                                                                                                   Page

1.    PURPOSE........................................................................................1
2.    DEFINITIONS....................................................................................1
3.    ADMINISTRATION OF THE PLAN.....................................................................6
      3.1.     Board.................................................................................6
      3.2.     Committee.............................................................................6
      3.3.     Terms of Awards.......................................................................6
      3.4.     No Liability..........................................................................7
4.    STOCK SUBJECT TO THE PLAN......................................................................7
5.    EFFECTIVE DATE AND TERM OF THE PLAN............................................................8
      5.1.     Effective Date........................................................................8
      5.2.     Term..................................................................................8
6.    AWARD ELIGIBILITY..............................................................................9
      6.1.     Company or Subsidiary Employees; Service Providers; Other Persons.....................9
      6.2.     Successive Awards.....................................................................9
7.    LIMITATIONS ON GRANTS..........................................................................9
      7.1.     Limitation on Shares of Stock Subject to Awards and Cash Awards.......................9
      7.2.     Limitations on Incentive Stock Options................................................9
8.    AWARD AGREEMENT................................................................................10
9.    OPTION PRICE...................................................................................10
10.   VESTING, TERM AND EXERCISE OF OPTIONS..........................................................10
      10.1.    Vesting...............................................................................10
      10.2.    Term..................................................................................11
      10.3.    Acceleration..........................................................................11
      10.4.    Termination of Service................................................................11
      10.5.    Limitations on Exercise of Option.....................................................11
      10.6.    Method of Exercise....................................................................11
      10.7.    Form of Payment.......................................................................12
      10.8.    Rights of Holders of Options..........................................................12
      10.9.    Delivery of Stock Certificates........................................................12
      10.10.   Reload Options........................................................................12
11.   TRANSFERABILITY OF OPTIONS.....................................................................13
      11.1.    Transferability of Options............................................................13
      11.2.    Family Transfers......................................................................13
12.   STOCK APPRECIATION RIGHTS......................................................................13
      12.1.    Right to Payment......................................................................14
      12.2.    Other Terms...........................................................................14
13.   RESTRICTED STOCK...............................................................................14
      13.1.    Grant of Restricted Stock or Restricted Stock Units...................................14
      13.2.    Restrictions..........................................................................14
      13.3.    Restricted Stock Certificates.........................................................15
      13.4.    Rights of Holders of Restricted Stock.................................................15
      13.5.    Rights of Holders of Restricted Stock Units...........................................15
      13.6.    Termination of Service................................................................15
      13.7.    Delivery of Stock and Payment Therefor................................................16
14.   DEFERRED STOCK AWARDS..........................................................................16
      14.1.    Nature of Deferred Stock Awards.......................................................16
      14.2.    Election to Receive Deferred Stock Awards in Lieu of Compensation.....................16
      14.3.    Rights as a Stockholder...............................................................16
      14.4.    Restrictions on Transfer..............................................................17
      14.5.    Termination...........................................................................17




                                                i
15.   UNRESTRICTED STOCK AWARDS......................................................................17
16.   PERFORMANCE STOCK AWARDS.......................................................................17
      16.1.    Nature of Performance Stock Awards....................................................17
      16.2.    Rights as a Stockholder...............................................................18
      16.3.    Termination of Service................................................................18
17.   DIVIDEND EQUIVALENT RIGHTS.....................................................................18
      17.1.    Dividend Equivalent Rights............................................................18
      17.2.    Interest Equivalents..................................................................19
      17.3.    Termination of Service................................................................19
18.   CERTAIN PROVISIONS APPLICABLE TO AWARDS........................................................19
      18.1.    Stand-Alone, Additional, Tandem, and Substitute Awards................................19
      18.2.    Form and Timing of Payment Under Awards; Deferrals....................................19
      18.3.    Performance and Annual Incentive Awards...............................................20
               18.3.1. Performance Conditions........................................................20
               18.3.2. Performance or Annual Incentive Awards Granted to
                       Designated Covered Employees..................................................20
               18.3.3. Written Determinations........................................................22
               18.3.4. Status of Section 18.3.2 Awards Under Code Section 162(m)..................22
19.   PARACHUTE LIMITATIONS..........................................................................23
20.   REQUIREMENTS OF LAW............................................................................23
      20.1.    General...............................................................................23
      20.2.    Rule 16b-3............................................................................24
      20.3.    Limitation Following a Hardship Distribution..........................................24
21.   AMENDMENT AND TERMINATION OF THE PLAN..........................................................25
22.   EFFECT OF CHANGES IN CAPITALIZATION............................................................25
      22.1.     Changes in Stock.....................................................................25
      22.2.     Reorganization in Which the Company Is the Surviving Entity and in
                Which No Change in Control Occurs....................................................26
      22.3.     Reorganization, Sale of Assets or Sale of Stock Which Involves a Change in
                Control..............................................................................26
      22.4.     Adjustments..........................................................................27
      22.5.     No Limitations on Company............................................................27
23.   POOLING........................................................................................27
24.   DISCLAIMER OF RIGHTS...........................................................................27
25.   NONEXCLUSIVITY OF THE PLAN.....................................................................28
26.   WITHHOLDING TAXES..............................................................................28
27.   CAPTIONS.......................................................................................29
28.   OTHER PROVISIONS...............................................................................29
29.   NUMBER AND GENDER..............................................................................29
30.   SEVERABILITY...................................................................................29
31.   GOVERNING LAW..................................................................................29




                                               ii
                       IMPERIAL PETROLEUM RECOVERY CORPORATION

                             2002 STOCK OPTION AND INCENTIVE PLAN

Imperial Petroleum Recovery Corporation, a Nevada corporation (the "Company"), sets forth herein the terms of
the Company's 2002 Stock Option and Incentive Plan (the "Plan").

1. PURPOSE

The purpose of the Plan is to enhance the Company's ability to attract, retain, and compensate highly qualified
officers, key employees, and other persons, and to motivate such officers, key employees, and other persons to
serve the Company and its Affiliates (as defined herein) and to expend maximum effort to improve the business
results and earnings of the Company, by providing to such officers, key employees and other persons an
opportunity to acquire or increase a direct proprietary interest in the operations and future success of the
Company and with other financial incentives. To this end, the Plan provides for the grant of stock options, stock
appreciation rights, restricted stock, restricted stock units, deferred stock awards, unrestricted stock awards,
performance stock awards, dividend equivalent rights, performance awards and annual incentive awards in
accordance with the terms hereof. Stock options granted under the Plan may be non-qualified stock options or
incentive stock options, as provided herein.

2. DEFINITIONS

For purposes of interpreting the Plan and related documents (including Award Agreements), the following
definitions shall apply:

2.1 "Affiliate" means, with respect to the Company, any company or other trade or business that controls, is
controlled by or is under common control with the Company within the meaning of Rule 405 of Regulation C
under the Securities Act, including, without limitation, any Subsidiary.

2.2 "Annual Incentive Award" means a conditional right granted to a Grantee under Section 18.3.2 hereof to
receive a cash payment, Stock or other Award, unless otherwise determined by the Committee, after the end of a
specified fiscal year.

2.3 "Award" means a grant of an Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit,
Deferred Stock, Unrestricted Stock, Performance Stock, Dividend Equivalent Rights, Performance or Annual
Incentive Awards under the Plan.

                                                        1
2.4 "Award Agreement" means the written agreement between the Company and a Grantee that evidences and
sets out the terms and conditions of an Award.

2.5 "Benefit Arrangement" shall have the meaning set forth in Section 19 hereof.

2.6 "Board" means the Board of Directors of the Company.

2.7 "Cause" means, as determined by the Board and unless otherwise provided in an applicable employment
agreement with the Company or an Affiliate, (i) gross negligence or willful misconduct in connection with the
performance of duties; (ii) conviction of a criminal offense (other than minor traffic offenses); or (iii) material
breach of any term of any employment, consulting or other services, confidentiality, intellectual property or non-
competition agreements, if any, between the Service Provider or employee and the Company or an Affiliate.

2.8 "Change in Control" means a merger, consolidation, or reorganization of the Company with one or more
other entities in which the Company is not the surviving entity, a sale of substantially all of the assets of the
Company to another entity, or any transaction (including, without limitation, a merger or reorganization in which
the Company is the surviving entity) approved by the Board that results in any person or entity (or person or
entities acting as a group or otherwise in concert) owning fifty percent (50%) or more of the combined voting
power of all classes of securities of the Company.

2.9 "Code" means the Internal Revenue Code of 1986, as now in effect or as hereafter amended.

2.10 "Committee" means a committee of, and designated from time to time by resolution of, the Board, which
shall consist of no fewer than two members of the Board, none of whom shall be an officer or other salaried
employee of the Company or any Affiliate.

2.11 "Company" means Imperial Petroleum Recovery Corporation.

2.12 "Covered Employee" means a Grantee who is a Covered Employee within the meaning of Section 162(m)
(3) of the Code.

2.13 "Deferred Stock" means a right, granted to a Grantee under Section 14 hereof, to receive Stock, cash or a
combination thereof at the end of a specified deferral period.

                                                         2
2.7 "Disability" means the Grantee is unable to perform each of the essential duties of such Grantee's position by
reason of a medically determinable physical or mental impairment which is potentially permanent in character or
which can be expected to last for a continuous period of not less than 12 months; provided, however, that, with
respect to rules regarding expiration of an Incentive Stock Option following termination of the Grantee's Service,
Disability shall mean the Grantee is unable to engage in any substantial gainful activity by reason of a medically
determinable physical or mental impairment which can be expected to result in death or which has lasted or can
be expected to last for a continuous period of not less than 12 months.

2.14 "Dividend Equivalent" means a right, granted to a Grantee under
Section 17 hereof, to receive cash, Stock, other Awards or other property equal in value to dividends paid with
respect to a specified number of shares of Stock, or other periodic payments.

2.15 "Effective Date" means November 1, 2002.

2.16 "Exchange Act" means the Securities Exchange Act of 1934, as now in effect or as hereafter amended.

2.17 "Fair Market Value" means the value of a share of Stock, determined as follows: if on the Grant Date or
other determination date the Stock is listed on an established national or regional stock exchange, admitted to
quotation on The Nasdaq Stock Market, or publicly traded on an established securities market, the Fair Market
Value of a share of Stock shall be the closing price of the Stock on such exchange or in such market (if there is
more than one such exchange or market the Board shall determine the appropriate exchange or market) on the
Grant Date or such other determination date (or if there is no such closing price reported, the Fair Market Value
shall be the mean between the highest bid and lowest asked prices or between the high and low sale prices on
such trading day) or, if no sale of Stock is reported for such trading day, on the next preceding day on which any
sale shall have been reported. If the Stock is not listed on such an exchange, quoted on the Nasdaq Stock
Market or traded on such a market, Fair Market Value shall be the value of the Stock as determined by the
Board in good faith.

2.18 "Family Member" means a person who is a spouse, child, stepchild, grandchild, parent, stepparent,
grandparent, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, of the Grantee, any person sharing the Grantee's household (other
than a tenant or employee), a trust in which these persons have more than fifty percent of the beneficial interest, a
foundation in which these persons (or the Grantee) control the management of assets, and any other entity in
which these persons (or the Grantee) own more than fifty percent of the voting interests. 2.19 "Grant Date"
means, as determined by the Board or authorized Committee, the latest to occur of (i) the date as of which the
Board approves an Award, (ii) the date on which the recipient of an Award first becomes eligible to receive an
Award under Section 6 hereof, or (iii) such other date as may be specified by the Board.

                                                         3
2.20 "Grantee" means a person who receives or holds an Award under the Plan.

2.21 "Incentive Stock Option" means an "incentive stock option" within the meaning of Section 422 of the Code,
or the corresponding provision of any subsequently enacted tax statute, as amended from time to time.

2.22 "Non-qualified Stock Option" means an Option that is not an Incentive Stock Option.

2.23 "Option" means an option to purchase one or more shares of Stock pursuant to the Plan.

2.24 "Option Price" means the purchase price for each share of Stock subject to an Option.

2.25 "Other Agreement" shall have the meaning set forth in Section 19 hereof.

2.26 "Outside Director" means a member of the Board who is not an officer or employee of the Company.

2.27 "Performance Award" means a conditional right granted to a Grantee under Section 18.3 hereof to receive a
cash payment, Stock or other Award, unless otherwise determined by the Committee, after the end of a period
of up to 10 years.

2.28 "Performance Stock Award" means Awards granted pursuant to Section 16.

2.29 "Plan" means this Imperial Petroleum Recovery Corporation 2002 Stock Option and Incentive Plan.

2.30 "Reporting Person" means a person who is required to file reports under Section 16(a) of the Exchange Act.

2.31 "Restricted Period" means the period during which Restricted Stock or Restricted Stock Units are subject
to restrictions or conditions pursuant to
Section 13.2 hereof.

                                                       4
2.32 "Restricted Stock" means shares of Stock, awarded to a Grantee pursuant to Section 13 hereof, that are
subject to restrictions and to a risk of forfeiture.

2.33 "Restricted Stock Unit" means a unit awarded to a Grantee pursuant to
Section 13 hereof, which represents a conditional right to receive a share of Stock in the future, and which is
subject to restrictions and to a risk of forfeiture.

2.34 "Securities Act" means the Securities Act of 1933, as now in effect or as hereafter amended.

2.35 "Service" means service as an employee, officer, director or other Service Provider of the Company or an
Affiliate. Unless otherwise stated in the applicable Award Agreement, a Grantee's change in position or duties
shall not result in interrupted or terminated Service, so long as such Grantee continues to be an employee, officer,
director or other Service Provider of the Company or an Affiliate. Subject to the preceding sentence, whether a
termination of Service shall have occurred for purposes of the Plan shall be determined by the Board, which
determination shall be final, binding and conclusive.

2.36 "Service Provider" means a consultant or adviser to the Company, a manager of the Company's properties
or affairs, or other similar service provider or Affiliate, and employees of any of the foregoing, as such persons
may be designated from time to time by the Board pursuant to Section 6 hereof.

2.37 "Stock" means the common stock, par value $.001 per share, of the Company.

2.38 "Stock Appreciation Right" or "SAR" means a right granted to a Grantee under Section 12 hereof.

2.39 "Subsidiary" means any "subsidiary corporation" of the Company within the meaning of Section 424(f) of the
Code.

2.40 "Termination Date" means the date upon which an Option shall terminate or expire, as set forth in Section
10.2 hereof.

2.41 "Unrestricted Stock Award" means an Award granted pursuant to Section 15 hereof.

                                                         5
3. ADMINISTRATION OF THE PLAN

3.1. Board

The Board shall have such powers and authorities related to the administration of the Plan as are consistent with
the Company's articles of incorporation and by-laws and applicable law. The Board shall have full power and
authority to take all actions and to make all determinations required or provided for under the Plan, any Award or
any Award Agreement, and shall have full power and authority to take all such other actions and make all such
other determinations not inconsistent with the specific terms and provisions of the Plan that the Board deems to
be necessary or appropriate to the administration of the Plan, any Award or any Award Agreement. All such
actions and determinations shall be by the affirmative vote of a majority of the members of the Board present at a
meeting or by unanimous consent of the Board executed in writing in accordance with the Company's articles of
incorporation and by-laws and applicable law. The interpretation and construction by the Board of any provision
of the Plan, any Award or any Award Agreement shall be final and conclusive. To the extent permitted by law,
the Board may delegate its authority under the Plan to a member of the Board or to an executive officer of the
Company who is a member of the Board.

3.2. Committee.

The Board from time to time may delegate to a Committee such powers and authorities related to the
administration and implementation of the Plan, as set forth in Section 3.1 above and in other applicable
provisions, as the Board shall determine, consistent with the articles of incorporation and by-laws of the
Company and applicable law. In the event that the Plan, any Award or any Award Agreement entered into
hereunder provides for any action to be taken by or determination to be made by the Board, such action may be
taken or such determination may be made by the Committee if the power and authority to do so has been
delegated to the Committee by the Board as provided for in this Section. Unless otherwise expressly determined
by the Board, any such action or determination by the Committee shall be final, binding and conclusive. To the
extent permitted by law, the Committee may delegate its authority under the Plan to a member of the Board or an
executive officer of the Company who is a member of the Board.

3.3. Terms of Awards.

Subject to the other terms and conditions of the Plan, the Board shall have full and final authority:

(i) to designate Grantees,

(ii) to determine the type or types of Awards to be made to a Grantee,

                                                          6
(iii) to determine the number of shares of Stock to be subject to an Award,

(iv) to establish the terms and conditions of each Award (including, but not limited to, the exercise price of any
Option, the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the
vesting, exercise, transfer, or forfeiture of an Award or the shares of Stock subject thereto, and any terms or
conditions that may be necessary to qualify Options as Incentive Stock Options),

(v) to prescribe the form of each Award Agreement evidencing an Award,

(vi) to amend, modify, or supplement the terms of any outstanding Award, and

(vii) in order to effectuate the purposes of the Plan but without amending the Plan, to modify Awards to eligible
individuals who are foreign nationals or are individuals who are employed outside the United States to recognize
differences in local law, tax policy, or custom.

As a condition to any subsequent Award, the Board shall have the right, at its discretion, to require Grantees to
return to the Company Awards previously made under the Plan. Subject to the terms and conditions of the Plan,
any such new Award shall be upon such terms and conditions as are specified by the Board at the time the new
Award is made. The Board shall have the right, in its discretion, to make Awards in substitution or exchange for
any other award under another plan of the Company, any Affiliate, or any business entity to be acquired by the
Company or an Affiliate. The Company may retain the right in an Award Agreement to cause a forfeiture of the
gain realized by a Grantee on account of actions taken by the Grantee in violation or breach of or in conflict with
any non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or
any Affiliate thereof or any confidentiality obligation with respect to the Company or any Affiliate thereof or
otherwise in competition with the Company or any Affiliate thereof, to the extent specified in such Award
Agreement applicable to the Grantee. Furthermore, the Company may annul an Award if the Grantee is an
employee of the Company or an Affiliate thereof and is terminated for Cause as defined in the applicable Award
Agreement or the Plan, as applicable.

3.4. No Liability.

No member of the Board or of the Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any Award or Award Agreement.

4. STOCK SUBJECT TO THE PLAN

Subject to adjustment as provided in Section 22 hereof, the number of shares of Stock available for issuance
under the Plan shall be the greater of 6,250,000 or 20% of outstanding shares of stock commencing as of the
effective date of the plan. Stock issued or to be issued under the Plan shall be authorized but unissued shares. If
any shares covered by an Award are not purchased or are forfeited, or if an Award otherwise terminates without
delivery of any Stock subject thereto, then the number of shares of Stock counted against the aggregate number
of shares available under the Plan with respect to such Award shall, to the extent of any such forfeiture or
termination, again be available for making Awards under the Plan. If the exercise price of any Option granted
under the Plan is satisfied by tendering shares of Stock to the Company (by either actual delivery or by
attestation), only the number of shares of Stock issued net of the shares of Stock tendered shall be deemed
delivered for purposes of determining the maximum number of shares of Stock available for delivery under the
Plan.

                                                          7
5. EFFECTIVE DATE AND TERM OF THE PLAN

5.1. Effective Date.

The Plan shall be effective as of the Effective Date, subject to approval of the Plan by the Company's
stockholders within one year of the Effective Date. Upon approval of the Plan by the stockholders of the
Company as set forth above, all Awards made under the Plan on or after the Effective Date shall be fully effective
as if the stockholders of the Company had approved the Plan on the Effective Date. If the stockholders fail to
approve the Plan within one year after the Effective Date, any Awards made hereunder shall be null and void and
of no effect.

5.2. Term.

The Plan shall terminate automatically ten (10) years after its adoption by the Board and may be terminated on
any earlier date as provided in Section 21.

                                                        8
6. AWARD ELIGIBILITY

6.1. Company or Subsidiary Employees; Service Providers; Other Persons

Subject to Section 7, Awards may be made under the Plan to: (i) any employee of, or a Service Provider to, the
Company or of any Affiliate, including any such employee or Service Provider who is an officer or director of the
Company, or of any affiliate, as the Board shall determine and designate from time to time; such individual must
have twelve (12) months of continuous satisfactory employment in order to be eligible for participation in this
program; (ii) any Outside Director, and (iii) any other individual whose participation in the Plan is determined to
be in the best interests of the Company by the Board. 6.2. Successive Awards.

An eligible person may receive more than one Award, subject to such restrictions as are provided herein.

7. LIMITATIONS ON GRANTS

7.1. Limitation on Shares of Stock Subject to Awards and Cash Awards.

During any time when the Company has a class of equity security registered under Section 12 of the Exchange
Act, the maximum number of shares of Stock subject to Options that can be awarded under the Plan to any
person eligible for an Award under Section 6 hereof is five hundred thousand (500,000) per year. During any
time when the Company has a class of equity security registered under
Section 12 of the Exchange Act, the maximum number of shares that can be awarded under the Plan, other than
pursuant to an Option to any person eligible for an Award under Section 6 hereof is five hundred thousand
(500,000) per year. The preceding limitations in this Section 7.1 are subject to adjustment as provided in Section
22 hereof. The maximum amount that may be earned as an Annual Incentive Award or other cash Award in any
fiscal year by any one Grantee shall be [$100,000] and the maximum amount that may be earned as a
Performance Award or other cash Award in respect of a performance period by any one Grantee shall be
[$100,000].

7.2. Limitations on Incentive Stock Options.

An Option shall constitute an Incentive Stock Option only (i) if the Grantee of such Option is an employee of the
Company or any Subsidiary of the Company; (ii) to the extent specifically provided in the related Award
Agreement; and (iii) to the extent that the aggregate Fair Market Value (determined at the time the Option is
granted) of the shares of Stock with respect to which all Incentive Stock Options held by such Grantee become
exercisable for the first time during any calendar year (under the Plan and all other plans of the Grantee's
employer and its Affiliates) does not exceed $100,000. This limitation shall be applied by taking Options into
account in the order in which they were granted.

                                                         9
8. AWARD AGREEMENT

Each Award granted pursuant to the Plan shall be evidenced by an Award Agreement, to be executed by the
Company and by the Grantee, in such form or forms as the Board shall from time to time determine. Award
Agreements granted from time to time or at the same time need not contain similar provisions but shall be
consistent with the terms of the Plan. Each Award Agreement evidencing an Award of Options shall specify
whether such Options are intended to be Non-qualified Stock Options or Incentive Stock Options, and in the
absence of such specification such options shall be deemed Non-qualified Stock Options.

9. OPTION PRICE

The Option Price of each Option shall be fixed by the Board and stated in the Award Agreement evidencing such
Option. The Option Price shall be at least the aggregate Fair Market Value on the Grant Date of the shares of
Stock subject to the Option; provided, however, that in the event that a Grantee would otherwise be ineligible to
receive an Incentive Stock Option by reason of the provisions of Sections 422(b)(6) and 424(d) of the Code
(relating to ownership of more than ten percent of the Company's outstanding Stock), the Option Price of an
Option granted to such Grantee that is intended to be an Incentive Stock Option shall be not less than the greater
of the par value of a share of Stock or 110 percent of the Fair Market Value of a share of Stock on the Grant
Date. In no case shall the Option Price of any Option be less than the par value of a share of Stock.

10. VESTING, TERM AND EXERCISE OF OPTIONS

10.1. Vesting.

Subject to Sections 10.2 and 22.3 hereof, each Option granted under the Plan shall become exercisable at such
times and under such conditions as shall be determined by the Board and stated in the Award Agreement. For
purposes of this Section 10.1, fractional numbers of shares of Stock subject to an Option shall be rounded down
to the next nearest whole number. The Board may provide, for example, in the Award Agreement for (i)
accelerated exercisability of the Option in the event the Grantee's Service terminates on account of death,
Disability or another event, (ii) expiration of the Option prior to its term in the event of the termination of the
Grantee's Service, (iii) immediate forfeiture of the Option in the event the Grantee's Service is terminated for
Cause or (iv) unvested Options to be exercised subject to the Company's right of repurchase with respect to
unvested shares of Stock.

                                                        10
10.2. Term.

Each Option granted under the Plan shall terminate, and all rights to purchase shares of Stock thereunder shall
cease, upon the expiration of ten years from the date such Option is granted, or under such circumstances and on
such date prior thereto as is set forth in the Plan or as may be fixed by the Board and stated in the Award
Agreement relating to such Option (the "Termination Date"); provided, however, that in the event that the Grantee
would otherwise be ineligible to receive an Incentive Stock Option by reason of the provisions of Sections 422
(b)(6) and 424(d) of the Code (relating to ownership of more than ten percent of the outstanding Stock), an
Option granted to such Grantee that is intended to be an Incentive Stock Option shall not be exercisable after the
expiration of five years from its Grant Date.

10.3. Acceleration.

Any limitation on the exercise of an Option contained in any Award Agreement may be rescinded, modified or
waived by the Board, in its sole discretion, at any time and from time to time after the Grant Date of such Option,
so as to accelerate the time at which the Option may be exercised. Notwithstanding any other provision of the
Plan, no Option shall be exercisable in whole or in part prior to the date the Plan is approved by the stockholders
of the Company as provided in Section 5.1 hereof.

10.4. Termination of Service.

Each Award Agreement shall set forth the extent to which the Grantee shall have the right to exercise the Option
following termination of the Grantee's Service. Such provisions shall be determined in the sole discretion of the
Board, need not be uniform among all Options issued pursuant to the Plan, and may reflect distinctions based on
the reasons for termination of Service.

10.5. Limitations on Exercise of Option.

Notwithstanding any other provision of the Plan, in no event may any Option be exercised, in whole or in part,
prior to the date the Plan is approved by the stockholders of the Company as provided herein, or after ten years
following the Grant Date, or after the occurrence of an event referred to in Section 22 hereof which results in
termination of the Option.

10.6. Method of Exercise.

An Option that is exercisable may be exercised by the Grantee's delivery to the Company of written notice of
exercise on any business day, at the Company's principal office, addressed to the attention of the Board. Such
notice shall specify the number of shares of Stock with respect to which the Option is being exercised and shall
be accompanied by payment in full of the Option Price of the shares for which the Option is being exercised. The
minimum number of shares of Stock with respect to which an Option may be exercised, in whole or in part, at
any time shall be the lesser of (i) 100 shares or such lesser number set forth in the applicable Award Agreement
and (ii) the maximum number of shares available for purchase under the Option at the time of exercise.

                                                        11
10.7. Form of Payment

Payment of the Option Price for the shares purchased pursuant to the exercise of an Option shall be made (i) in
cash or in cash equivalents acceptable to the Company; (ii) through the tender to the Company of shares of
Stock, which shares, if acquired from the Company, shall have been held for at least six months and which shall
be valued, for purposes of determining the extent to which the Option Price has been paid thereby, at their Fair
Market Value on the date of exercise; or (iii) by a combination of the methods described in (i) and (ii). Unless the
Board provides otherwise in the Award Agreement, payment in full of the Option Price need not accompany the
written notice of exercise provided that the notice of exercise directs that the certificate or certificates for the
shares of Stock for which the Option is exercised be delivered to a licensed broker acceptable to the Company
as the agent for the individual exercising the Option and, at the time such certificate or certificates are delivered,
the broker tenders to the Company cash (or cash equivalents acceptable to the Company) equal to the Option
Price for the shares of Stock purchased pursuant to the exercise of the Option plus the amount (if any) of federal
and/or other taxes which the Company may in its judgment, be required to withhold with respect to the exercise
of the Option. An attempt to exercise any Option granted hereunder other than as set forth above shall be invalid
and of no force and effect.

10.8. Rights of Holders of Options

Unless otherwise stated in the applicable Award Agreement, an individual holding or exercising an Option shall
have none of the rights of a shareholder (for example, the right to receive cash or dividend payments or
distributions attributable to the subject shares of Stock or to direct the voting of the subject shares of Stock ) until
the shares of Stock covered thereby are fully paid and issued to him. Except as provided in Section 22 hereof, no
adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date
of such issuance.

10.9. Delivery of Stock Certificates.

Promptly after the exercise of an Option by a Grantee and the payment in full of the Option Price, such Grantee
shall be entitled to the issuance of a stock certificate or certificates evidencing his or her ownership of the shares
of Stock subject to the Option.

10.10. Reload Options.

At the discretion of the Board and subject to such restrictions, terms and conditions as the Board may establish,
Options granted under the Plan may include a "reload" feature pursuant to which a Grantee exercising an Option
by the delivery of a number of shares of Stock in accordance with Section 10.6 hereof would automatically be
granted an additional Option (with an exercise price equal to the Fair Market Value of the Stock on the date the
additional Option is granted and with such other terms as the Board may provide) to purchase that number of
shares of Stock equal to the number delivered to exercise the original Option with an Option term equal to the
remainder of the original Option term unless the Board otherwise determines in the Option Award Agreement for
the original grant.

                                                          12
11. TRANSFERABILITY OF OPTIONS

11.1. Transferability of Options

Except as provided in Section 11.2, during the lifetime of a Grantee, only the Grantee (or, in the event of legal
incapacity or incompetency, the Grantee's guardian or legal representative) may exercise an Option. Except as
provided in
Section 11.2, no Option shall be assignable or transferable by the Grantee to whom it is granted, other than by
will or the laws of descent and distribution.

11.2. Family Transfers.

If authorized in the applicable Award Agreement, a Grantee may transfer, not for value, all or part of an Option
which is not an Incentive Stock Option to any Family Member. For the purpose of this Section 11.2, a "not for
value" transfer is a transfer which is (i) a gift, (ii) a transfer under a domestic relations order in settlement of marital
property rights; or (iii) a transfer to an entity in which more than fifty percent of the voting interests are owned by
Family Members (or the Grantee) in exchange for an interest in that entity. Following a transfer under this Section
11.2, any such Option shall continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer. Subsequent transfers of transferred Options are prohibited except to Family
Members of the original Grantee in accordance with this Section 11.2 or by will or the laws of descent and
distribution. The events of termination of Service of Section 10.4 hereof shall continue to be applied with respect
to the original Grantee, following which the Option shall be exercisable by the transferee only to the extent, and
for the periods specified in Section 10.4.

12. STOCK APPRECIATION RIGHTS

The Board each is authorized to grant SARs to Grantees on the following terms and conditions:

                                                            13
12.1. Right to Payment.

A SAR shall confer on the Grantee to whom it is granted a right to receive, upon exercise thereof, the excess of
(A) the Fair Market Value of one share of Stock on the date of exercise over (B) the grant price of the SAR as
determined by the Board. The grant price of an SAR shall not be less than the Fair Market Value of a share of
Stock on the date of grant except as provided in Section
18.1. 12.2. Other Terms.

The Board shall determine at the date of grant or thereafter, the time or times at which and the circumstances
under which a SAR may be exercised in whole or in part (including based on achievement of performance goals
and/or future service requirements), the time or times at which SARs shall cease to be or become exercisable
following termination of Service or upon other conditions, the method of exercise, method of settlement, form of
consideration payable in settlement, method by or forms in which Stock will be delivered or deemed to be
delivered to Grantees, whether or not a SAR shall be in tandem or in combination with any other Award, and any
other terms and conditions of any SAR. SARs may be either freestanding or in tandem with other Awards. 13.
RESTRICTED STOCK

13.1. Grant of Restricted Stock or Restricted Stock Units.

The Board may from time to time grant Restricted Stock or Restricted Stock Units to persons eligible to receive
Awards under Section 6 hereof, subject to such restrictions, conditions and other terms as the Board may
determine.

13.2. Restrictions.

At the time a grant of Restricted Stock or Restricted Stock Units is made, the Board shall establish a period of
time (the "Restricted Period") applicable to such Restricted Stock or Restricted Stock Units. Each Award of
Restricted Stock or Restricted Stock Units may be subject to a different Restricted Period. The Board may, in its
sole discretion, at the time a grant of Restricted Stock or Restricted Stock Units is made, prescribe restrictions in
addition to or other than the expiration of the Restricted Period, including the satisfaction of corporate or
individual performance objectives, which may be applicable to all or any portion of the Restricted Stock or
Restricted Stock Units in accordance with Section 18.3.1 and 18.3.2. Neither Restricted Stock nor Restricted
Stock Units may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the
Restricted Period or prior to the satisfaction of any other restrictions prescribed by the Board with respect to
such Restricted Stock or Restricted Stock Units.

                                                         14
13.3. Restricted Stock Certificates.

The Company shall issue, in the name of each Grantee to whom Restricted Stock has been granted, stock
certificates representing the total number of shares of Restricted Stock granted to the Grantee, as soon as
reasonably practicable after the Grant Date. The Board may provide in an Award Agreement that either (i) the
Secretary of the Company shall hold such certificates for the Grantee's benefit until such time as the Restricted
Stock is forfeited to the Company or the restrictions lapse, or (ii) such certificates shall be delivered to the
Grantee, provided, however, that such certificates shall bear a legend or legends that complies with the applicable
securities laws and regulations and makes appropriate reference to the restrictions imposed under the Plan and
the Award Agreement.

13.4. Rights of Holders of Restricted Stock.

Unless the Board otherwise provides in an Award Agreement, holders of Restricted Stock shall have the right to
vote such Stock and the right to receive any dividends declared or paid with respect to such Stock. The Board
may provide that any dividends paid on Restricted Stock must be reinvested in shares of Stock, which may or
may not be subject to the same vesting conditions and restrictions applicable to such Restricted Stock. All
distributions, if any, received by a Grantee with respect to Restricted Stock as a result of any stock split, stock
dividend, combination of shares, or other similar transaction shall be subject to the restrictions applicable to the
original Grant. 13.5. Rights of Holders of Restricted Stock Units.

Unless the Board otherwise provides in an Award Agreement, holders of Restricted Stock Units shall have no
rights as stockholders of the Company. The Board may provide in an Award Agreement evidencing a grant of
Restricted Stock Units that the holder of such Restricted Stock Units shall be entitled to receive, upon the
Company's payment of a cash dividend on its outstanding Stock, a cash payment for each Restricted Stock Unit
held equal to the per-share dividend paid on the Stock. Such Award Agreement may also provide that such cash
payment will be deemed reinvested in additional Restricted Stock Units at a price per unit equal to the Fair
Market Value of a share of Stock on the date that such dividend is paid.

13.6. Termination of Service.

Unless the Board otherwise provides in an Award Agreement or in writing after the Award Agreement is issued,
upon the termination of a Grantee's Service, any Restricted Stock or Restricted Stock Units held by such
Grantee that has not vested, or with respect to which all applicable restrictions and conditions have not lapsed,
shall immediately be deemed forfeited. Upon forfeiture of Restricted Stock or Restricted Stock Units, the
Grantee shall have no further rights with respect to such Award, including but not limited to any right to vote
Restricted Stock or any right to receive dividends with respect to shares of Restricted Stock or Restricted Stock
Units.

                                                         15
13.7. Delivery of Stock and Payment Therefor.

Upon the expiration or termination of the Restricted Period and the satisfaction of any other conditions prescribed
by the Board, the restrictions applicable to shares of Restricted Stock or Restricted Stock Units shall lapse, and,
unless otherwise provided in the Award Agreement, upon payment by the Grantee to the Company, in cash or by
check, of the aggregate par value of the shares of Stock represented by such Restricted Stock or Restricted
Stock Units (or such other higher purchase price determined by the Board), a stock certificate for such shares
shall be delivered, free of all such restrictions, to the Grantee or the Grantee's beneficiary or estate, as the case
may be. 14.
DEFERRED STOCK AWARDS

14.1. Nature of Deferred Stock Awards.

A Deferred Stock Award is an Award of phantom stock units to a Grantee, subject to restrictions and conditions
as the Board may determine at the time of grant. Conditions may be based on continuing Service and/or
achievement of pre-established performance goals and objectives. The grant of a Deferred Stock Award is
contingent on the Grantee executing the Deferred Stock Award Agreement. The terms and conditions of each
such agreement shall be determined by the Board, and such terms and conditions may differ among individual
Awards and Grantees. At the end of the deferral period, the Deferred Stock Award, to the extent vested, shall
be paid to the Grantee in the form of shares of Stock.

14.2. Election to Receive Deferred Stock Awards in Lieu of Compensation.

The Board may, in its sole discretion, permit a Grantee to elect to receive a portion of the cash compensation or
Restricted Stock Award otherwise due to such Grantee in the form of a Deferred Stock Award. Any such
election shall be made in writing and shall be delivered to the Company no later than the date specified by the
Board and in accordance with rules and procedures established by the Board. The Board shall have the sole right
to determine whether and under what circumstances to permit such elections and to impose such limitations and
other terms and conditions thereon as the Board deems appropriate.

14.3. Rights as a Stockholder.

During the deferral period, a Grantee shall have no rights as a Stockholder; provided, however, that the Grantee
may be credited with Dividend Equivalent Rights with respect to the phantom stock units underlying his Deferred
Stock Award, subject to such terms and conditions as the Board may determine.

                                                         16
14.4. Restrictions on Transfer.

A Deferred Stock Award may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed
of during the deferral period.

14.5. Termination.

Except as may otherwise be provided by the Board either in the Award Agreement or, in writing after the Award
Agreement is issued, a Grantee's right in all Deferred Stock Awards that have not vested shall automatically
terminate upon the Grantee's termination of Service for any reason.

15. UNRESTRICTED STOCK AWARDS

The Board may, in its sole discretion, grant (or sell at par value or such other higher purchase price determined
by the Board) an Unrestricted Stock Award to any Grantee pursuant to which such Grantee may receive shares
of Stock free of any restrictions ("Unrestricted Stock") under the Plan. Unrestricted Stock Awards may be
granted or sold as described in the preceding sentence in respect of past services or other valid consideration, or
in lieu of any cash compensation due to such Grantee.

16. PERFORMANCE STOCK AWARDS

16.1. Nature of Performance Stock Awards.

A Performance Stock Award is an Award entitling the recipient to acquire shares of Stock upon the attainment of
specified performance goals. The Board may make Performance Stock Awards independent of or in connection
with the granting of any other Award under the Plan. The Board in its sole discretion shall determine whether and
to whom Performance Stock Awards shall be made, the performance goals applicable under each such Award,
the periods during which performance is to be measured, and all other limitations and conditions applicable to the
awarded Performance Stock; provided, however, that the Board may rely on the performance goals and other
standards applicable to other performance unit plans of the Company in setting the standards for Performance
Stock Awards under the Plan. At any time prior to the Grantee's termination of Service by the Company and its
Affiliates, the Board may in its sole discretion accelerate, waive or amend any or all of the goals, restrictions or
conditions imposed under any Performance Stock Award.

                                                        17
16.2. Rights as a Stockholder.

A Grantee receiving a Performance Stock Award shall have the rights of a Stockholder only as to shares actually
received by the Grantee under the Plan and not with respect to shares subject to the Award but not actually
received by the Grantee. A Grantee shall be entitled to receive a Stock certificate evidencing the acquisition of
Stock under a Performance Stock Award only upon satisfaction of all conditions specified in the written
instrument evidencing the Performance Stock Award (or in a performance plan adopted by the Board).

16.3. Termination of Service.

Except as may otherwise be provided by the Board either in the Award Agreement or in writing after the Award
Agreement is issued, a Grantee's rights in all Performance Stock Awards shall automatically terminate upon the
Grantee's termination of Service for any reason.

17. DIVIDEND EQUIVALENT RIGHTS

17.1. Dividend Equivalent Rights.

A Dividend Equivalent Right is an Award entitling the recipient to receive credits based on cash distributions that
would have been paid on the shares of Stock specified in the Dividend Equivalent Right (or other award to which
it relates) if such shares had been issued to and held by the recipient. A Dividend Equivalent Right may be
granted hereunder to any Grantee as a component of another Award or as a freestanding award. The terms and
conditions of Dividend Equivalent Rights shall be specified in the grant. Dividend Equivalents credited to the
holder of a Dividend Equivalent Right may be paid currently or may be deemed to be reinvested in additional
shares of Stock, which may thereafter accrue additional equivalents. Any such reinvestment shall be at Fair
Market Value on the date of reinvestment. Dividend Equivalent Rights may be settled in cash or Stock or a
combination thereof, in a single installment or installments, all determined in the sole discretion of the Board. A
Dividend Equivalent Right granted as a component of another Award may provide that such Dividend Equivalent
Right shall be settled upon exercise, settlement, or payment of, or lapse of restrictions on, such other award, and
that such Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions as such
other award. A Dividend Equivalent Right granted as a component of another Award may also contain terms and
conditions different from such other award.

                                                        18
17.2. Interest Equivalents.

Any Award under this Plan that is settled in whole or in part in cash on a deferred basis may provide in the grant
for interest equivalents to be credited with respect to such cash payment. Interest equivalents may be
compounded and shall be paid upon such terms and conditions as may be specified by the grant.

17.3. Termination of Service.

Except as may otherwise be provided by the Board either in the Award Agreement or in writing after the Award
Agreement is issued, a Grantee's rights in all Dividend Equivalent Rights or interest equivalents shall automatically
terminate upon the Grantee's termination of Service for any reason.

18. CERTAIN PROVISIONS APPLICABLE TO AWARDS

18.1. Stand-Alone, Additional, Tandem, and Substitute Awards

Awards granted under the Plan may, in the discretion of the Board, be granted either alone or in addition to, in
tandem with, or in substitution or exchange for, any other Award or any award granted under another plan of the
Company, any Affiliate, or any business entity to be acquired by the Company or an Affiliate, or any other right
of a Grantee to receive payment from the Company or any Affiliate. Such additional, tandem, and substitute or
exchange Awards may be granted at any time. If an Award is granted in substitution or exchange for another
Award, the Board shall require the surrender of such other Award in consideration for the grant of the new
Award. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash amounts
payable under other plans of the Company or any Affiliate, in which the value of Stock subject to the Award is
equivalent in value to the cash compensation (for example, Deferred Stock or Restricted Stock), or in which the
exercise price, grant price or purchase price of the Award in the nature of a right that may be exercised is equal
to the Fair Market Value of the underlying Stock minus the value of the cash compensation surrendered (for
example, Options granted with an exercise price "discounted" by the amount of the cash compensation
surrendered).

18.2. Form and Timing of Payment Under Awards; Deferrals

Subject to the terms of the Plan and any applicable Award Agreement, payments to be made by the Company or
an Affiliate upon the exercise of an Option or other Award or settlement of an Award may be made in such forms
as the Board shall determine, including, without limitation, cash, Stock, other Awards or other property, and may
be made in a single payment or transfer, in installments, or on a deferred basis. The settlement of any Award may
be accelerated, and cash paid in lieu of Stock in connection with such settlement, in the discretion of the Board or
upon occurrence of one or more specified events. Installment or deferred payments may be required by the
Board or permitted at the election of the Grantee on terms and conditions established by the Board. Payments
may include, without limitation, provisions for the payment or crediting of a reasonable interest rate on installment
or deferred payments or the grant or crediting of Dividend Equivalents or other amounts in respect of installment
or deferred payments denominated in Stock.

                                                         19
18.3. Performance and Annual Incentive Awards

18.3.1. Performance Conditions

The right of a Grantee to exercise or receive a grant or settlement of any Award, and the timing thereof, may be
subject to such performance conditions as may be specified by the Board. The Board may use such business
criteria and other measures of performance as it may deem appropriate in establishing any performance
conditions, and may exercise its discretion to reduce the amounts payable under any Award subject to
performance conditions, except as limited under Sections 18.3.2 hereof in the case of a Performance Award or
Annual Incentive Award intended to qualify under Code Section 162(m). If and to the extent required under
Code Section 162(m), any power or authority relating to a Performance Award or Annual Incentive Award
intended to qualify under Code Section 162(m), shall be exercised by the Committee and not the Board.

18.3.2. Performance or Annual Incentive Awards Granted to Designated Covered Employees

If and to the extent that the Committee determines that a Performance or Annual Incentive Award to be granted
to a Grantee who is designated by the Committee as likely to be a Covered Employee should qualify as
"performance-based compensation" for purposes of Code Section 162(m), the grant, exercise and/or settlement
of such Performance or Annual Incentive Award shall be contingent upon achievement of preestablished
performance goals and other terms set forth in this Section 18.3.2.

(i) Performance Goals Generally. The performance goals for such Performance or Annual Incentive Awards shall
consist of one or more business criteria and a targeted level or levels of performance with respect to each of such
criteria, as specified by the Committee consistent with this Section 18.3.2. Performance goals shall be objective
and shall otherwise meet the requirements of Code Section 162(m) and regulations thereunder including the
requirement that the level or levels of performance targeted by the Committee result in the achievement of
performance goals being "substantially uncertain." The Committee may determine that such Performance or
Annual Incentive Awards shall be granted, exercised and/or settled upon achievement of any one performance
goal or that two or more of the performance goals must be achieved as a condition to grant, exercise and/or
settlement of such Performance or Annual Incentive Awards. Performance goals may differ for Performance or
Annual Incentive Awards granted to any one Grantee or to different Grantees.

                                                        20
(ii) Business Criteria. One or more of the following business criteria for the Company, on a consolidated basis,
and/or specified subsidiaries or business units of the Company (except with respect to the total stockholder return
and earnings per share criteria), shall be used exclusively by the Committee in establishing performance goals for
such Performance or Annual Incentive Awards: (1) total stockholder return; (2) such total stockholder return as
compared to total return (on a comparable basis) of a publicly available index such as, but not limited to, the
Standard & Poor's 500 Stock Index; (3) net income; (4) pretax earnings; (5) earnings before interest expense,
taxes, depreciation and amortization;
(6) pretax operating earnings after interest expense and before bonuses, service fees, and extraordinary or special
items; (7) operating margin; (8) earnings per share; (9) return on equity; (10) return on capital; (11) return on
investment; (12) operating earnings; (13) working capital;
(14) ratio of debt to stockholders' equity and (15) revenue.

(iii) Performance Period; Timing For Establishing Performance Goals. Achievement of performance goals in
respect of Performance Awards shall be measured over a performance period of up to ten years and
achievement of performance goals in respect of Annual Incentive Awards shall be measured over a performance
period of up to one year, as specified by the Committee. Performance goals shall be established not later than 90
days after the beginning of any performance period applicable to such Performance or Annual Incentive Awards,
or at such other date as may be required or permitted for "performance-based compensation" under Code
Section 162(m).

(iv) Performance or Annual Incentive Award Pool. The Committee may establish a Performance or Annual
Incentive Award pool, which shall be an unfunded pool, for purposes of measuring Company performance in
connection with Performance or Annual Incentive Awards.

(v) Settlement of Performance or Annual Incentive Awards; Other Terms. Settlement of such Performance or
Annual Incentive Awards shall be in cash, Stock, other Awards or other property, in the discretion of the
Committee. The Committee may, in its discretion, reduce the amount of a settlement otherwise to be made in
connection with such Performance or Annual Incentive Awards. The Committee shall specify the circumstances in
which such Performance or Annual Incentive Awards shall be paid or forfeited in the event of termination of
Service by the Grantee prior to the end of a performance period or settlement of Performance Awards.

                                                        21
18.3.3. Written Determinations.

All determinations by the Committee as to the establishment of performance goals, the amount of any
Performance Award pool or potential individual Performance Awards and as to the achievement of performance
goals relating to Performance Awards, and the amount of any Annual Incentive Award pool or potential
individual Annual Incentive Awards and the amount of final Annual Incentive Awards, shall be made in writing in
the case of any Award intended to qualify under Code Section 162(m). To the extent required to comply with
Code Section 162(m), the Committee may delegate any responsibility relating to such Performance Awards or
Annual Incentive Awards.

18.3.4. Status of Section 18.3.2 Awards Under Code Section 162(m)

It is the intent of the Company that Performance Awards and Annual Incentive Awards under Section 18.3.2
hereof granted to persons who are designated by the Committee as likely to be Covered Employees within the
meaning of Code Section 162(m) and regulations thereunder shall, if so designated by the Committee, constitute
"qualified performance-based compensation" within the meaning of Code Section 162(m) and regulations
thereunder. Accordingly, the terms of Section 18.3.2, including the definitions of Covered Employee and other
terms used therein, shall be interpreted in a manner consistent with Code
Section 162(m) and regulations thereunder. The foregoing notwithstanding, because the Committee cannot
determine with certainty whether a given Grantee will be a Covered Employee with respect to a fiscal year that
has not yet been completed, the term Covered Employee as used herein shall mean only a person designated by
the Committee, at the time of grant of Performance Awards or an Annual Incentive Award, as likely to be a
Covered Employee with respect to that fiscal year. If any provision of the Plan or any agreement relating to such
Performance Awards or Annual Incentive Awards does not comply or is inconsistent with the requirements of
Code Section 162(m) or regulations thereunder, such provision shall be construed or deemed amended to the
extent necessary to conform to such requirements.

                                                       22
19. PARACHUTE LIMITATIONS

Notwithstanding any other provision of this Plan or of any other agreement, contract, or understanding heretofore
or hereafter entered into by a Grantee with the Company or any Affiliate, except an agreement, contract, or
understanding hereafter entered into that expressly modifies or excludes application of this paragraph (an "Other
Agreement"), and notwithstanding any formal or informal plan or other arrangement for the direct or indirect
provision of compensation to the Grantee (including groups or classes of Grantees or beneficiaries of which the
Grantee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or
for the Grantee (a "Benefit Arrangement"), if the Grantee is a "disqualified individual," as defined in Section 280G
(c) of the Code, any Option, Restricted Stock or Restricted Stock Unit held by that Grantee and any right to
receive any payment or other benefit under this Plan shall not become exercisable or vested
(i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights,
payments, or benefits to or for the Grantee under this Plan, all Other Agreements, and all Benefit Arrangements,
would cause any payment or benefit to the Grantee under this Plan to be considered a "parachute payment"
within the meaning of Section 280G(b)(2) of the Code as then in effect (a "Parachute Payment") and (ii) if, as a
result of receiving a Parachute Payment, the aggregate after-tax amounts received by the Grantee from the
Company under this Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum
after-tax amount that could be received by the Grantee without causing any such payment or benefit to be
considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or
benefit under this Plan, in conjunction with all other rights, payments, or benefits to or for the Grantee under any
Other Agreement or any Benefit Arrangement would cause the Grantee to be considered to have received a
Parachute Payment under this Plan that would have the effect of decreasing the after-tax amount received by the
Grantee as described in clause
(ii) of the preceding sentence, then the Grantee shall have the right, in the Grantee's sole discretion, to designate
those rights, payments, or benefits under this Plan, any Other Agreements, and any Benefit Arrangements that
should be reduced or eliminated so as to avoid having the payment or benefit to the Grantee under this Plan be
deemed to be a Parachute Payment. 20. REQUIREMENTS OF LAW

20.1. General.

The Company shall not be required to sell or issue any shares of Stock under any Award if the sale or issuance of
such shares would constitute a violation by the Grantee, any other individual exercising an Option, or the
Company of any provision of any law or regulation of any governmental authority, including without limitation any
federal or state securities laws or regulations. If at any time the Company shall determine, in its discretion, that the
listing, registration or qualification of any shares subject to an Award upon any securities exchange or under any
governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or
purchase of shares hereunder, no shares of Stock may be issued or sold to the Grantee or any other individual
exercising an Option pursuant to such Award unless such listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused
thereby shall in no way affect the date of termination of the Award. Specifically, in connection with the Securities
Act, upon the exercise of any Option or the delivery of any shares of Stock underlying an Award, unless a
registration statement under such Act is in effect with respect to the shares of Stock covered by such Award, the
Company shall not be required to sell or issue such shares unless the Board has received evidence satisfactory to
it that the Grantee or any other individual exercising an Option may acquire such shares pursuant to an exemption
from registration under the Securities Act. Any determination in this connection by the Board shall be final,
binding, and conclusive. The Company may, but shall in no event be obligated to, register any securities covered
hereby pursuant to the Securities Act. The Company shall not be obligated to take any affirmative action in order
to cause the exercise of an Option or the issuance of shares of Stock pursuant to the Plan to comply with any law
or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that an
Option shall not be exercisable until the shares of Stock covered by such Option are registered or are exempt
from registration, the exercise of such Option (under circumstances in which the laws of such jurisdiction apply)
shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption.

                                                          23
20.2. Rule 16b-3.

During any time when the Company has a class of equity security registered under Section 12 of the Exchange
Act, it is the intent of the Company that Awards pursuant to the Plan and the exercise of Options granted
hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any
provision of the Plan or action by the Board does not comply with the requirements of Rule 16b-3, it shall be
deemed inoperative to the extent permitted by law and deemed advisable by the Board, and shall not affect the
validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to
modify this Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of,
the revised exemption or its replacement.

20.3. Limitation Following a Hardship Distribution.

To the extent required to comply with Treasury Regulation ss.1.401(k)-1(d)(2)(iv)(B)(4), or any amendment or
successor thereto, a Grantee's "elective and employee contributions" (within the meaning of such Treasury
Regulation) under the Plan shall be suspended for a period of twelve months following such Grantee's receipt of a
hardship distribution made in reliance on such Treasury Regulation from any plan containing a cash or deferred
arrangement under Section 401(k) of the Code maintained by the Company or a related party within the
provisions of subsections (b), (c), (m) or (o) of
Section 414 of the Code.

                                                        24
21. AMENDMENT AND TERMINATION OF THE PLAN

The Board may, at any time and from time to time, amend, suspend, or terminate the Plan as to any shares of
Stock as to which Awards have not been made; provided, however, that the Board shall not, without approval of
the Company's shareholders, amend the Plan such that it does not comply with the Code. The Company may
retain the right in an Award Agreement to cause a forfeiture of the gain realized by a Grantee on account of the
Grantee taking actions in "competition with the Company," as defined in the applicable Award Agreement.
Furthermore, the Company may annul an Award if the Grantee is an employee of the Company or an Affiliate
and is terminated "for cause" as defined in the applicable Award Agreement. Except as permitted under this
Section 21 or
Section 22 hereof, no amendment, suspension, or termination of the Plan shall, without the consent of the
Grantee, alter or impair rights or obligations under any Award theretofore awarded under the Plan. 22. EFFECT
OF CHANGES IN CAPITALIZATION

22.1. Changes in Stock.

If the number of outstanding shares of Stock is increased or decreased or the shares of Stock are changed into or
exchanged for a different number or kind of shares or other securities of the Company on account of any
recapitalization, reclassification, stock split, reverse split, combination of shares, exchange of shares, stock
dividend or other distribution payable in capital stock, or other increase or decrease in such shares effected
without receipt of consideration by the Company occurring after the Effective Date, the number and kinds of
shares for which grants of Options and other Awards may be made under the Plan shall be adjusted
proportionately and accordingly by the Company. In addition, the number and kind of shares for which Awards
are outstanding shall be adjusted proportionately and accordingly so that the proportionate interest of the Grantee
immediately following such event shall, to the extent practicable, be the same as immediately before such event.
Any such adjustment in outstanding Options shall not change the aggregate Option Price payable with respect to
shares that are subject to the unexercised portion of an Option outstanding but shall include a corresponding
proportionate adjustment in the Option Price per share. The conversion of any convertible securities of the
Company shall not be treated as an increase in shares effected without receipt of consideration. Notwithstanding
the foregoing, in the event of a spin-off that results in no change in the number of outstanding shares of Stock of
the Company, the Company may, in such manner as the Company deems appropriate, adjust (i) the number and
kind of shares subject to outstanding Awards and/or (ii) the exercise price of outstanding Options and Stock
Appreciation Rights.

                                                        25
22.2. Reorganization in Which the Company Is the Surviving Entity and in Which No Change in Control Occurs.

Subject to Section 22.3 hereof, if the Company shall be the surviving entity in any reorganization, merger, or
consolidation of the Company with one or more other entities in which no Change in Control Occurs, any Option
theretofore granted pursuant to the Plan shall pertain to and apply to the securities to which a holder of the
number of shares of Stock subject to such Option would have been entitled immediately following such
reorganization, merger, or consolidation, with a corresponding proportionate adjustment of the Option Price per
share so that the aggregate Option Price thereafter shall be the same as the aggregate Option Price of the shares
remaining subject to the Option immediately prior to such reorganization, merger, or consolidation. Subject to any
contrary language in an Award Agreement evidencing an Award, any restrictions applicable to such Award shall
apply as well to any replacement shares received by the Grantee as a result of the reorganization, merger or
consolidation.

22.3. Reorganization, Sale of Assets or Sale of Stock Which Involves a Change in Control.

(a) Subject to Section 22.3(b), upon the dissolution or liquidation of the Company or upon any transaction that
results in a Change in Control, (i) all outstanding shares subject to Awards shall be deemed to have vested, and
all restrictions and conditions applicable to such shares subject to Awards shall be deemed to have lapsed,
immediately prior to the occurrence of such event, and
(ii) all Options outstanding hereunder shall become immediately exercisable for a period of fifteen days
immediately prior to the scheduled consummation of the event. Any exercise of an Option during such fifteen-day
period shall be conditioned upon the consummation of the event and shall be effective only immediately before the
consummation of the event. Upon consummation of any such event, the Plan and all outstanding but unexercised
Options shall terminate. The Board shall send written notice of an event that will result in such a termination to all
individuals who hold Options not later than the time at which the Company gives notice thereof to its
shareholders.

(b) Section 22.3(a) shall not apply to the extent provision is made in writing in connection with a transaction
described in Section 22.3(a) for the assumption of such Options theretofore granted, or for the substitution for
such Options of new options covering the stock of a successor entity, or a parent or subsidiary thereof, with
appropriate adjustments as to the number and kinds of shares or units and exercise prices, in which event the
Plan and Options theretofore granted shall continue in the manner and under the terms so provided. 22.4.
Adjustments.

                                                         26
22.4. Adjustments.

Adjustments under this Section 22 related to shares of Stock or securities of the Company shall be made by the
Board, whose determination in that respect shall be final, binding and conclusive. No fractional shares or other
securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment
shall be eliminated in each case by rounding downward to the nearest whole share.

22.5. No Limitations on Company.

The making of Awards pursuant to the Plan shall not affect or limit in any way the right or power of the Company
to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure or to merge,
consolidate, dissolve, or liquidate, or to sell or transfer all or any part of its business or assets.

23. POOLING

In the event any provision of the Plan or the Award Agreement would prevent the use of pooling of interests
accounting in a corporate transaction involving the Company and such transaction is contingent upon pooling of
interests accounting, then that provision shall be deemed amended or revoked to the extent required to preserve
such pooling of interests. The Company may require in an Award Agreement that a Grantee who receives an
Award under the Plan shall, upon advice from the Company, take (or refrain from taking, as appropriate) all
actions necessary or desirable to ensure that pooling of interests accounting is available.

24. DISCLAIMER OF RIGHTS

No provision in the Plan or in any Award or Award Agreement shall be construed to confer upon any individual
the right to remain in the employ or service of the Company or any Affiliate, or to interfere in any way with any
contractual or other right or authority of the Company either to increase or decrease the compensation or other
payments to any individual at any time, or to terminate any employment or other relationship between any
individual and the Company. In addition, notwithstanding anything contained in the Plan to the contrary, unless
otherwise stated in the applicable Award Agreement, no Award granted under the Plan shall be affected by any
change of duties or position of the Grantee, so long as such Grantee continues to be a director, officer, consultant
or employee of the Company or an Affiliate. The obligation of the Company to pay any benefits pursuant to this
Plan shall be interpreted as a contractual obligation to pay only those amounts described herein, in the manner
and under the conditions prescribed herein. The Plan shall in no way be interpreted to require the Company to
transfer any amounts to a third party trustee or otherwise hold any amounts in trust or escrow for payment to any
Grantee or beneficiary under the terms of the Plan. No Grantee shall have any of the rights of a shareholder with
respect to the shares of Stock subject to an Option except to the extent the certificates for such shares of Stock
shall have been issued upon the exercise of the Option.

                                                         27
25. NONEXCLUSIVITY OF THE PLAN

Neither the adoption of the Plan nor the submission of the Plan to the shareholders of the Company for approval
shall be construed as creating any limitations upon the right and authority of the Board to adopt such other
incentive compensation arrangements (which arrangements may be applicable either generally to a class or
classes of individuals or specifically to a particular individual or particular individuals) as the Board in its discretion
determines desirable, including, without limitation, the granting of stock options otherwise than under the Plan.

26. WITHHOLDING TAXES

The Company or an Affiliate, as the case may be, shall have the right to deduct from payments of any kind
otherwise due to a Grantee any Federal, state, or local taxes of any kind required by law to be withheld with
respect to the vesting of or other lapse of restrictions applicable to an Award or upon the issuance of any shares
of Stock upon the exercise of an Option or pursuant to an Award. At the time of such vesting, lapse, or exercise,
the Grantee shall pay to the Company or the Affiliate, as the case may be, any amount that the Company or the
Affiliate may reasonably determine to be necessary to satisfy such withholding obligation. Subject to the prior
approval of the Company or the Affiliate, which may be withheld by the Company or the Affiliate, as the case
may be, in its sole discretion, the Grantee may elect to satisfy such obligations, in whole or in part, (i) by causing
the Company or the Affiliate to withhold shares of Stock otherwise issuable to the Grantee or (ii) by delivering to
the Company or the Affiliate shares of Stock already owned by the Grantee. The shares of Stock so delivered or
withheld shall have an aggregate Fair Market Value equal to such withholding obligations. The Fair Market Value
of the shares of Stock used to satisfy such withholding obligation shall be determined by the Company or the
Affiliate as of the date that the amount of tax to be withheld is to be determined. A Grantee who has made an
election pursuant to this Section 26 may satisfy his or her withholding obligation only with shares of Stock that are
not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements.

                                                            28
27. CAPTIONS

The use of captions in this Plan or any Award Agreement is for the convenience of reference only and shall not
affect the meaning of any provision of the Plan or such Award Agreement.

28. OTHER PROVISIONS

Each Award granted under the Plan may contain such other terms and conditions not inconsistent with the Plan as
may be determined by the Board, in its sole discretion.

29. NUMBER AND GENDER

With respect to words used in this Plan, the singular form shall include the plural form, the masculine gender shall
include the feminine gender, etc., as the context requires.

30. SEVERABILITY

If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any
court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in
accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.

31. GOVERNING LAW

The validity and construction of this Plan and the instruments evidencing the Grants awarded hereunder shall be
governed by the laws of the State of Nevada other than any conflicts or choice of law rule or principle that might
otherwise refer construction or interpretation of this Plan and the instruments evidencing the Awards awarded
hereunder to the substantive laws of any other jurisdiction.

***

To record adoption of the Plan by the Board as of November 1, 2002, and approval of the Plan by the
stockholders on __________ __, 2003, the Company has caused its authorized officer to execute the Plan.

                        IMPERIAL PETROLEUM RECOVERY CORPORATION

                                              By: Henry H. Kartchner
                                                   (Signature)

                                            Name: Henry H. Kartchner
                                                 Title: Chairman
                                             Date: November 1, 2002

                                                         29
Exhibit 10.15

                                            NOTE AGREEMENT

This NOTE AGREEMENT ("Agreement") is entered into this the ____ day of ________ 2005 (the "Effective
Date"), by and between _________ (the "Lender"); and Imperial Petroleum Recovery Corporation, a Nevada
corporation ("Borrower").

                                                    Recitals:

A. Borrower seeks funds to provide operating revenue for its business and is willing to provide a secured,
convertible note to Lender.

B. Lender is willing to loan sums to Borrower on the terms and conditions set forth in this Loan Agreement and
the related documents to be prepared in conjunction with a loan by Lender to Borrower.

                                                  Agreement:

NOW THEREFORE, in consideration of the promises, covenants and conditions hereinafter set forth, the parties
hereto mutually agree as follows:

                                                 ARTICLE I
                                                LOAN; NOTES

1.1 AMOUNT OF LOANS. The Lender shall loan to the Borrower pursuant to the terms and conditions set
forth in this Agreement $ ________. The amount of each Loan shall be indicated by inserting the principal
amount of the Loan, the date of the advance, and the signatures of Lender and Borrower on EXHIBIT A to this
Agreement. The Loan(s) are herein referred to collectively as the "Loans" and individually as a "Loan."

1.2 INTEREST RATE. The interest rate on the Loans shall be twelve percent (12%) per annum, simple interest
from that date of each advance until the time of repayment and shall be paid in a single payment in full together
with payment of all other indebtedness under this Agreement on the "Due Date" (defined below). From and after
the Due Date, or the date which is five (5) days after the occurrence of any Event of Default (defined below), at
the option of Lender or the holder of any or all of the Note(s) (defined below), all amounts owing under any Loan
shall become immediately due and payable in full and, to the extent not then paid, shall bear interest at a default
rate equal to 15%. Such default interest shall be paid on the first day of each month thereafter, or on demand, if
sooner demanded.

1.3 ISSUANCE OF NOTES FOR THE LOANS. Each of the Loans will be evidenced by a promissory note in
the form attached hereto as EXHIBIT B (herein collectively referred to as the "Notes," and individually as the
"Note"). This Agreement and the Notes set forth the terms and conditions on which the Loans are being made.

1.4 DUE DATE. The principal and all accrued interest on the Loans shall be due and payable on the "Due Date"
which shall be two years after the date on which this document was executed unless otherwise due at Lender's
option in respect of an Event of Default as provided in this agreement or the Note.

1.5 USE OF LOAN FUNDS. Borrower shall expend the Loaned Funds to repay debt and fund working capital
needs.

1.6 SECURITY. As security for the performance of Borrower's obligations with respect to the Loans and under
this Agreement, Borrower shall grant a security interest in certain assets of Borrower as set forth in a Security
Agreement (the "Security Agreement") dated the same date hereof, and attached hereto as EXHIBIT C. Said
security shall be shared jointly by all Lenders. Exercise of any rights under the Security shall be decided by
majority vote of all Lenders sharing in such security. Each Lender shall receive one vote for each dollar that
remains outstanding to such Lender. Any portion of the loan converted into Common Stock pursuant to the terms
of the Promissory Note shall no longer be secured pursuant to this agreement and shall no longer possess a vote.
Lender is hereby authorized to file, and Borrower hereby ratifies and approves Lender's filing of, any and all
UCC financing statements and other perfection certificates to perfect the security interest authorized hereby and
created by the Security Agreement on terms consistent with the Loan Documents.

1.7 LOAN DOCUMENTS. This Agreement, the Notes and the Security Agreement are hereinafter collectively
referred to as the "Loan Documents."

1.8 CONVERSION TO COMMON STOCK AT OPTION OF LENDER. Anything contained elsewhere in
this Agreement or in the other Loan Documents to the contrary notwithstanding, at the option of Lender at any
time or times following a "Change in Control" (defined below) over Borrower while any of the indebtedness
evidenced by the Loan Documents is outstanding, Lender may elect, by notice to Borrower, to convert all or any
portion (or portions) of the indebtedness, including principal and any accrued and unpaid interest, in each case, to
a number shares of the common stock, par value $0.001 per share ("Common Stock"), of Borrower determined
by dividing the amount of such indebtedness to be so converted at such time by an amount equal to $0.15 per
share of Common Stock. Immediately upon Borrower's becoming aware of the occurrence of any events giving
rise to a Change in Control over Borrower, Borrower shall notify Lender of the occurrence thereof and shall
provide to Lender therewith a statement of all material terms or conditions which may have bearing on Lender's
choice whether to exercise its right to convert the indebtedness to Common Stock. A "Change in Control" shall
consist of (a) any public announcement by Borrower of its intent to consummate (i) any proposed merger of
Borrower in which Borrower would not be the surviving corporation or as a result of which a majority of the
board of directors would consist of "New Persons" (defined below) or more than 25% of the outstanding voting
power over Borrower would be beneficially owned by New Persons; (ii) a dissolution of Borrower; or (iii) any
sale of any assets of Borrower or its subsidiaries involving more than $2 million in value, or (b) the occurrence of
any New Person, becoming, or publicly offering to Borrower or any of its stockholders to become, the beneficial
owner (within the meaning of Rule 13d-3 under the Exchange Act) of 25% or more of Borrower's outstanding
Common Stock or other voting securities. A "New Person" or "New Persons" shall mean any person (as such
term is used in Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended ("Exchange
Act")) or persons other than (A) any current equity holder which holds five percent (5%) or more of the
Common Stock in Borrower and has reported such ownership publicly, or any affiliate thereof; (B) an employee
benefit plan of Borrower or any subsidiary or any entity holding shares of capital stock of Borrower for or
pursuant to the terms of any such employee benefit plan in its role as an agent or trustee for such plan; or (C) any
affiliate of Borrower as of the date of this Agreement.

1.9 PREPAYMENT. The indebtedness evidenced by this Agreement and the other Loan Documents may be
prepaid by Borrower at any time. However, upon a tender of payment by Borrower, Lender shall have the right
to refuse repayment and, as set forth elsewhere in this Agreement, convert any or all of the loan and/or accrued
interest into Common Stock. Lender must exercise Lender's conversion within 15 calendar days after receipt of
the payment from Borrower by returning the tendered payment to Borrower along with the fully executed Note
Conversion Exercise Form attached to the Convertible Secured Promissory Note.

                                                         2
                                       ARTICLE II
                      REPRESENTATIONS AND WARRANTIES OF BORROWER

Borrower hereby represents and warrants to Lender as follows:

2.1 ORGANIZATION AND STANDING. ARTICLES AND BY-LAWS. Borrower is a corporation duly
organized and existing under, and by virtue of, the laws of Nevada and is in good standing under such laws in
each jurisdiction in which the failure by Borrower to be in good standing would have a material adverse effect
upon Borrower. Borrower has the requisite power and authority to own and operate its properties and assets,
and to carry on its business as presently conducted and as proposed to be conducted.

2.2 CORPORATE POWER. Borrower has all requisite legal and corporate power and authority to execute and
deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement and the
other Loan Documents.

2.3 AUTHORIZATION. All corporate action on the part of Borrower, its directors and stockholders necessary
for the authorization, execution, delivery and performance of its obligations under this Agreement and the other
Loan Documents has been taken. This Agreement and the other Loan Documents when executed and delivered
by Alan B. Springer, Chief Executive Officer of Borrower, shall constitute a valid and binding obligation of
Borrower, enforceable in accordance with their terms, subject only to laws of general application relating to
bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief
or other equitable remedies.

2.4 NO CONFLICT. The execution of this Agreement and the other Loan Documents by Borrower and its
delivery to Lender are not contrary to the Articles of Incorporation or bylaws of Borrower. The execution and
delivery of this Agreement and the other Loan Documents and the consummation of the transactions
contemplated by this Agreement and the other Loan Documents by the Borrower will not (i) with the passage of
time, the giving of notice, or otherwise, result in a violation or breach of, or constitute a default under, any term or
provision of any materia1 agreement to which Borrower is a party or to which any of its properties are subject;
(ii) result in the creation of any lien or other charge upon the assets of Borrower, other than the liens created
pursuant to the Security Agreement; (iii) result in an acceleration or termination of any note, loan or security
interest agreement or other agreement, or (iv) result in a violation of any order, judgment, decree, rule, regulation
or law.

2.5 SURVIVAL. All representations and warranties of Borrower made in this Agreement or any other Loan
Document or in any document, statement, or certificate furnished in connection with this Agreement shall survive
the execution and delivery of this Agreement and the other Loan Documents, and no investigation by Lender or
funding of the Loans shall affect the representations and warranties of Borrower or the right of Lender to rely
upon them. Without prejudice to the survival of any other obligation of Borrower under this Agreement or any
other Loan Document, the obligations of Borrower under Sections 6.1 and 6.2 shall survive repayment of the
Note and termination of the Loan.

2.6 FINANCIAL CONDITION. Borrower acknowledges that he is aware of that the Company is behind on its
filings with the SEC and the lender acknowledges receipt of its Form 10-KSB for the fiscal year ended October
31, 2001 ("Form 10-KSB"). The Company will issue to you an unaudited balance sheet as of October 31, 2002
and will undertake updating its audits and filings with the SEC.

2.7 ABSENCE OF CERTAIN CHANGES OR EVENTS. Since the date of the Form 10-KSB:

(a) There has not been (i) any material adverse change in the business, operations, properties, assets, or condition
of Borrower; or (ii) any damage, destruction, or loss to Borrower (whether or not covered by insurance)
materially and adversely affecting the business, operations, properties, assets, or condition of Borrower;

(b) Borrower has not (i) amended its articles of incorporation or bylaws; (ii) declared or made, or agreed to
declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders
or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of
value which in the aggregate are extraordinary or material considering the business of Borrower; (iv) made any
material change in its method of management, operation, or accounting; or (v) entered into any other material
transaction; and

                   3
(c) Borrower has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any
material obligation or liability (absolute or contingent); (ii) paid any material obligation or liability (absolute or
contingent) other than current liabilities reflected in or shown on the balance sheet therein; (iii) sold or transferred,
or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or
useful in its business which, in the aggregate have a value of less than $2,000), or canceled, or agreed to cancel,
any debts or claims (except debts or claims which in the aggregate are of a value of less than $1,000); (iv) made
or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such
amendment or termination is material, considering the business of Borrower; or (v) issued, delivered, or agreed to
issue or deliver any stock, bonds or other corporate securities including debentures (whether authorized and
unissued or held as treasury stock).

2.8 LITIGATION AND PROCEEDINGS. Except as expressly disclosed in the Form 10-KSB there is no
proceeding by or before (or, to the knowledge of Borrower, any investigation by) any governmental or other
instrumentality or agency, pending, or, to the knowledge of Borrower, threatened against or affecting Borrower
or any of its properties or rights, except for such actions, suits, proceedings, arbitrations or investigations that do
not have and are not reasonably likely to have, individually or in the aggregate, a material adverse effect on the
condition of Borrower. There are no proceedings pending or, to the best knowledge of Borrower, threatened,
seeking to prevent or challenging the transactions contemplated by this Loan Agreement. Since the date of the
Form 10-KSB, there are no proceedings, pending or to the knowledge of Borrower threatened, which would
require disclosure pursuant to Item 103 of Regulation S-B of the Securities Act of 1933. Borrower is not subject
to any judgment, order or decree entered in any proceeding, which has had or could have a material adverse
effect on the condition of Borrower.

2.9 SEC FILINGS. Borrower is not current in its filings with the Securities and Exchange Commission. However
it will undertake to get filings current as soon as possible.

                                      ARTICLE III
                     REPRESENTATIONS AND WARRANTIES OF THE LENDER

Lender hereby represents and warrants to Borrower as follows:

3.2 AUTHORITY. Lender has all requisite authority or capacity to execute and deliver this Agreement and those
of the other Loan Documents to which Lender is a party and to carry out and perform Lender's obligations under
the terms of this Agreement.

3.3 AUTHORIZATION. All action on the part of Lender necessary for the authorization, execution, delivery and
performance of Lender's obligations under this Agreement and those of the other Loan Documents to which
Lender is a party, have been taken. This Agreement and those of the other Loan Documents to which Lender is a
party, when executed and delivered by Lender, shall constitute a valid and binding obligation of Lender
enforceable in accordance with their terms, subject only to laws of general application relating to bankruptcy,
insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other
equitable remedies.

                                                           4
                                                    ARTICLE IV
                                                     DEFAULT

4.1 EVENTS OF DEFAULt. Each of the following shall be deemed an "Event of Default" under the Loan
Documents:

(a) Borrower shall fail to pay when due any payment of principal or interest under a Note or any part thereof.

(b) Any representation or warranty made or deemed made by Borrower (or any of its officers) in any Loan
Document shall be false, misleading, or erroneous in any material respect when made or deemed to have been
made.

(c) Borrower shall fail to perform, observe, or comply with any covenant, agreement, or term contained in this
Agreement or any other Loan Document.

(d) Borrower shall commence a voluntary proceeding seeking liquidation, reorganization, or other relief with
respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it or a substantial
part of Borrower's property or shall consent to any such relief or to the appointment of or taking possession by
any such official in an involuntary case or other proceeding commenced against it or shall make a general
assignment for the benefit of creditors or shall take any corporate action to authorize any of the foregoing.

(e) An involuntary proceeding shall be commenced against Borrower seeking liquidation, reorganization, or other
relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in
effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or a
substantial part of its property, and such involuntary proceeding shall remain undismissed and unstayed for a
period of sixty (60) days.

                                                ARTICLE V
                                            GENERAL PROVISIONS

5.2 REMEDIES UPON DEFAULT If any Event of Default shall occur and be continuing, Lender may without
notice terminate the Loan and declare the Note or any part thereof to be immediately due and payable, and the
same shall thereupon become immediately due and payable, without notice, demand, presentment, notice of
dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, protest, or other
formalities of any kind, all of which are hereby expressly waived by Borrower. If any Event of Default shall occur
and be continuing, Lender may exercise all rights and remedies available to it in law or in equity, under the Loan
Documents.

5.3 PERFORMANCE BY LENDER. If Borrower shall fail to perform any covenant or agreement contained in
any of the Loan Documents, Lender may perform or attempt to perform such covenant or agreement on behalf of
Borrower. In such event, Borrower shall, at the request of Lender promptly pay any amount expended by
Lender in connection with such performance or attempted performance by Lender. Notwithstanding the
foregoing, it is expressly agreed that Lender shall not have any liability or responsibility for the performance of any
obligation of Borrower under this Agreement or any other Loan Document.

                                                            5
                                                ARTICLE VI
                                            GENERAL PROVISIONS

6.1 EQUITABLE RELIEF. Borrower recognizes that in the event Borrower fails to pay, perform, observe, or
discharge any or all of the obligations, any remedy at law may prove to be inadequate relief to Lender. Borrower
therefore agrees that Lender, if Lender so requests, shall be entitled to temporary and permanent injunctive relief
in any such case without the necessity of proving actual damages.

6.2 NO WAIVER CUMULATIVE REMEDIES. No failure on the part of Lender to exercise and no delay in
exercising and no course of dealing with respect to, any right, power, or privilege under this Agreement shall
operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege under this
Agreement preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
The rights and remedies provided for in this Agreement and the other Loan Documents are cumulative and not
exclusive of any rights and remedies provided by law.

6. 3 AMENDMENT; WAIVER. No amendment or waiver of any provision of this Agreement, nor consent to
any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing and
signed by Lender and such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given.

6.4 NO DUTY. All attorneys, accountants and consultants retained exclusively by Lender shall have the right to
act exclusively in the interest of Lender and shall have no duty of disclosure, duty of loyalty, duty of care, or other
duty or obligation of any type or nature whatsoever to Borrower or any of Borrower's owners or an other
person.

6.5 NOTICE. Any notice or communication to be given under the terms of this Agreement ("Notice") shall be in
writing and shall be personally delivered or sent by facsimile, overnight delivery or registered or certified mail,
return receipt requested. Notice shall be effective (i) if personally delivered, when de1ivered; (ii) if delivered by
facsimile, on the day of transmission thereof on a proper facsimile machine with confirmed answerback; (iii) if
delivered by overnight delivery, the day after delivery thereof to a reputable overnight courier service; and (iv) if
mailed, at midnight on the third business day after deposit in the mail, postage prepaid. Notices shall be
addressed as follows:

                  If to Borrower:                  Imperial Petroleum Recovery Corporation
                                                   1970 South Starpoint Drive
                                                   Houston, Texas 77032
                                                   Attn: Alan B. Springer, Chairman and CEO
                                                   Fax No.: 281-821 -1118




If to Lender:

or at such other address as a party may from time to time designate by Notice hereunder.

6.6 COSTS, EXPENSES AND TAXES. If Borrower fails to pay when due the principal of, or any interest on,
the Loans, or fails to comply with any other provisions of this Agreement or any other Loan Document, Borrower
wil1 pay on demand all costs and expenses including, without limitation, reasonable attorneys' fees and legal
expenses, incurred by Lender in connection with collecting any sums due on or on account of the Loan or in
otherwise enforcing any of Lender's rights under this Agreement or the other Loan Documents.

                                                          6
6.7 BINDING EFFECT. This Agreement and the other Loan Documents shall be binding upon and inure to the
benefit of Borrower and Lender and their respective successors and assigns, except that Borrower shall not have
the right to assign its rights hereunder or any other Loan Document, or any interest herein or therein without the
prior written consent of Lender.

6.8 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of
the State of Texas and the applicable laws of the United States of America. This Agreement has been entered
into in Houston, Texas, and it shall be performable for all purposes in Houston, Texas. Any action, or proceeding
against Borrower under or in connection with any of the Loan Documents may be brought in any state or federal
court in Houston, Texas. The Borrower hereby irrevocably (i) submits to the exclusive jurisdiction of such courts,
and (ii) waives any objection it may now or hereafter have as to the venue of any such action or proceeding
brought in any such court, or that any such court is an inconvenient forum. Borrower agrees that service of
process upon it may be made by certified or registered mail return receipt requested at its address specified
above. Nothing herein or in any of the other Loan Documents shall affect the right of Lender to serve process in
any other manner permitted by law or shall limit the right of Lender to bring any action or proceeding against
Borrower or with respect to any of its property in courts in other jurisdictions. Any action or proceeding by
Borrower against Lender shall be brought only in a Court located in Houston, Texas.

6.9 FURTHER ASSURANCES. Each of the parties hereto take all such actions, and shall execute and deliver
all such documents and instruments as may be reasonably requested by the others to carry out the purposes and
intent of the provisions of this Agreement.

6.10 SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of
competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect
without said provision

6.11 COUNTERPARTS. This Agreement and the other Loan Documents may be executed in multiple
counterparts, each of which shall be enforceable against the party actually executing such counterpart, and all of
which together shall constitute one instrument. This Agreement and any other Loan Document may be executed
and sent via facsimile which facsimile shall be binding and enforceable as if an original; provided, however, that
original executed copies of this Agreement and of the other Loan Documents shall in fact be required to be
delivered by each of the parties.

6.12 TITLES AND SUBTITLES. The titles and subtitles used in this Agreement are used for convenience only
and are not considered in construing or interpreting this Agreement.

6.13 CONSTRUCTION. Borrower and Lender acknowledge that each of them has had the benefit of legal
counsel of its own choice and has been afforded an opportunity to review this Agreement and the other Loan
Documents with its legal counsel and that this Agreement and the other Loan Documents shall be construed as if
jointly drafted by Borrower and Lender.

6.14 INDEPENDENCE OF COVENANTS. All covenants hereunder shall be given independent effect so that
if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by
an exception to, or be otherwise within the limitations of, another covenant shall not avoid the occurrence of a
Event of Default if such action is taken or such condition exists.

6.15 NO ORAL AGREEMENT. This written agreement, the note and the security agreement represent the final
agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or
subsequent oral agreements of the parties. There are no oral agreements between the parties. IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto
duly authorized as of the date first above written. BORROWER: IMPERIAL PETROLEUM RECOVERY
CORPORATION

                                   By:   /s/ Alan B. Springer
                                         ----------------------------------
                                         Alan B. Springer, Chairman and CEO
7
                           EXHIBIT A TO NOTE AGREEMENT
                                SCHEDULE OF LOANS
--------------------- --------------------- ----------------------------------------- -------------------
                                                                                      Signature on behalf
    Date of Loan      Principal Amount of                                               officer of Borrow
                              Loan                Signature on behalf of Lender                  name and
--------------------- --------------------- ----------------------------------------- -------------------

--------------------- --------------------- ----------------------------------------- -------------------
       TOTAL

--------------------- --------------------- ----------------------------------------- -------------------




                                               8
Exhibit 10.16

                       IMPERIAL PETROLEUM RECOVERY CORPORATION.
                        PIGGYBACK REGISTRATION RIGHTS AGREEMENT

THIS PIGGYBACK REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is made
as of August 5, 2005, by and among Imperial Petroleum Recovery Corporation, a Nevada corporation (the
"COMPANY"), and the persons listed on the attached EXHIBIT A, as amended from time to time, who become
signatories to this Agreement (collectively, the "HOLDERS").

WHEREAS, the Company is offering convertible notes (the "Notes") to certain qualified investors in one or more
private placement offerings (collectively, the "Offerings");

WHEREAS, the Notes are convertible into shares of the Company's Common Stock;

WHEREAS, in connection with entering into this Agreement, each of the Holders is purchasing Notes; and

WHEREAS, in connection with the foregoing transactions, the Company and the Holders desire to provide
certain registration rights to the Holders.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound, the parties hereto agree as follows:

1. DEFINITIONS. As used in this Agreement, the following terms shall have the following respective meanings:

"COMMISSION" shall mean the Securities and Exchange Commission or any other federal agency at the time
administering the Securities Act.

"COMMON STOCK" shall mean shares of the Company's Common Stock, par value $.001 per share.

"HOLDER" shall mean any holder of outstanding Registrable Securities, which have not been sold to the public,
but only if such holder is one of the Holders.

"QUALIFIED PUBLIC OFFERING" shall mean a firm commitment underwritten public offering pursuant to an
effective registration statement under the Securities Act covering the Company's Common Stock.

The terms "REGISTER", "REGISTERED", and "REGISTRATION" refer to a registration effected by preparing
and filing a registration statement on Form S-1, S-2, S-3, SB-1 or SB-2 in compliance with the Securities Act of
1933, as amended ("REGISTRATION STATEMENT"), and the declaration or ordering of the effectiveness of
such Registration Statement.

"REGISTRABLE SECURITIES" shall mean all Common Stock not previously sold to the public and issued
upon conversion of the Notes purchased by or issued to the Holders, including Common Stock issued pursuant
to stock splits, stock dividends and similar distributions.

                                                       1
"REGISTRATION EXPENSES" shall mean all expenses incurred by the Company in complying with this
Agreement, including, without limitation, all federal and state registration, qualification, and filing fees, printing
expenses, fees and disbursements of counsel for the Company and one special counsel for all Holders (if different
from counsel to the Company), fees and disbursements of independent public accountants for the Company, fees
and expenses (including counsel fees) incurred in connection with complying with state securities or "blue sky"
laws, fees of the National Association of Securities Dealers, Inc., transfer taxes, fees of transfer agents and
registrars, and the expense of any special audits incident to or required by any such registration.

"SECURITIES ACT" shall mean the Securities Act of 1933, as amended, or any similar federal statute, and the
rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

"SELLING EXPENSES" shall mean all underwriting discounts and selling commissions applicable to the sale of
Registrable Securities pursuant to this Agreement.

2. NOTICE OF PIGGYBACK REGISTRATION AND INCLUSION OF REGISTRABLE SECURITIES.
Subject to the terms of this Agreement, if after the closing of the Company's initial Qualified Public Offering the
Company decides to Register any of its Common Stock (either for its own account or the account of a security
holder or holders exercising their respective demand registration rights) on a form that would be suitable for a
registration involving solely Registrable Securities, the Company will: (i) promptly give each Holder written notice
thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such
securities under the applicable Blue Sky or other state securities laws) and (ii) include in such Registration (and
any related qualification under Blue Sky laws or other compliance), and in any underwriting involved therein, all
the Registrable Securities specified in a written request delivered to the Company by any Holder within 20 days
after delivery of such written notice from the Company.

3. UNDERWRITING IN PIGGYBACK REGISTRATION.

(A) NOTICE OF UNDERWRITING IN PIGGYBACK REGISTRATION. If the Registration of which the
Company gives notice is for a Registered public offering involving an underwriting, the Company shall so advise
the Holders as a part of the written notice given pursuant to Section 2. In such event, the right of any Holder to
Registration shall be conditioned upon such underwriting and the inclusion of such Holder's Registrable Securities
in such underwriting to the extent provided in this Agreement. All Holders proposing to distribute their securities
through such underwriting shall (together with the Company and the other holders distributing their securities
through such underwriting) enter into an underwriting agreement with the underwriter's representative for such
offering (the "Underwriter's Representative"). The Holders shall have no right to participate in the selection of the
underwriters for an offering pursuant to this Agreement.

(B) MARKETING LIMITATION IN PIGGYBACK REGISTRATION. If the Underwriter's Representative
advises the Holders seeking registration of Registrable Securities pursuant to this Agreement in writing that
market factors (including, without limitation, the aggregate number of shares of Common Stock requested to be
Registered, the general condition of the market, and the status of the persons proposing to sell securities pursuant
to the Registration) require a limitation of the number of shares to be underwritten, the number of shares that may
be included in the Registration and underwriting by selling shareholders shall be allocated among all Holders
requesting and legally entitled to include such securities in such Registration, in proportion, as nearly as
practicable, to the respective amounts of Registrable Securities which such Holders would otherwise be entitled
to include in such Registration. No Registrable Securities or other securities excluded from the underwriting by
reason of this Section 3(b) shall be included in the Registration Statement.

                                                          2
4. WITHDRAWAL IN PIGGYBACK REGISTRATION. If any Holder disapproves of the terms of any such
underwriting, such person may elect to withdraw therefrom by written notice to the Company and the
Underwriter's Representative delivered at least seven days prior to the effective date of the Registration
Statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be
withdrawn from such Registration.

5. EXPENSES OF REGISTRATION. All Registration Expenses incurred in connection with Registrations
pursuant to this Agreement, shall be borne by the Company. All Registration Expenses incurred in connection
with any other Registration, qualification, or compliance, shall be apportioned among the Holders and other
holders of the securities so registered on the basis of the number of shares so registered. All Selling Expenses
shall be borne by the holders of the securities Registered pro rata on the basis of the number of shares
Registered.

6. TERMINATION OF REGISTRATION RIGHTS. The rights to cause the Company to register securities
granted under this Agreement and to receive notices pursuant to Section 2 of this Agreement shall terminate, with
respect to each Holder, on the earlier of (i) the date five years after the closing date of the first Qualified Public
Offering of securities pursuant to a Registration Statement to occur after the date of this Agreement, and (ii) with
respect to each Holder if such Holder is eligible to sell all of such Holder's Registrable Securities under Rule 144
of the Securities Act within any three month period without volume limitations, or under Rule 144(k) thereunder.

7. REGISTRATION PROCEDURES AND OBLIGATIONS. Whenever required under this Agreement to
effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a) Prepare and file with the Commission a Registration Statement with respect to such Registrable Securities and
use its reasonable efforts to cause such Registration Statement to become effective, and, upon the request of the
Holders of a majority of the Registrable Securities registered thereunder, keep such Registration Statement
effective for up to 120 days.

(b) Prepare and file as expeditiously as reasonably practicable and in any event within ninety (90) days with the
Commission such amendments and supplements to such Registration Statement and the prospectus used in
connection with such registration statement as may be necessary to comply with the provisions of the Securities
Act with respect to the disposition of all securities covered by such Registration Statement.

(c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in
conformity with the requirements of the Securities Act, and such other documents as they may reasonably request
in order to facilitate the disposition of Registrable Securities owned by them.

                                                          3
(d) Use its reasonable efforts to register and qualify the securities covered by such registration statement under
such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders,
provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do
business in any jurisdiction where it is not so qualified or to file a general consent to service of process in any such
states or jurisdictions, and provided further that in the event any jurisdiction in which the securities shall be
qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the
securities be borne by selling shareholders, such expenses shall be payable pro rata by selling shareholders.

(e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting
agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder
participating in such underwriting shall also enter into and perform its obligations under such an agreement.

(f) Notify each Holder of Registrable Securities covered by such Registration Statement at any time when a
prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a
result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then existing.

(g) Provide a transfer agent and registrar for all Registrable Securities registered pursuant to such Registration
Statement and a CUSIP number for all such Registrable Securities, in each case not later than the effective date
of such registration.

(h) Furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this
Agreement, on the date that such Registrable Securities are delivered for sale in connection with a registration
pursuant to this Agreement, (i) an opinion, dated such date, of the counsel representing the Company for the
purposes of such registration, in form and substance as is customarily given to underwriters (with a copy provided
to each holder of Registrable Securities) in an underwritten public offering, and (ii) a letter dated such date, from
the independent certified public accountants of the Company, in form and substance as is customarily given by
independent certified public accountants to underwriters in an underwritten public offering, addressed to the
underwriters (with a copy provided to each holder of Registrable Securities).

(i) Use all reasonable efforts to list the Registrable Securities covered by such registration statement on any
securities exchange on which the Common Stock of the Company is then listed, or such securities exchange as
shall be selected by the Company.

(j) Notify each seller of Registrable Securities under such registration statement of (i) the effectiveness of such
registration statement,
(ii) the filing of any post-effective amendments to such registration statement, or (iii) the filing of a supplement to
such registration statement.

(k) Make available for inspection upon reasonable notice during the Company's regular business hours by each
seller of Registrable Securities, any underwriter participating in any distribution pursuant to such registration
statement, and any attorney, accountant or other agent retained by such seller or underwriter, all material financial
and other records, pertinent corporate documents and properties of the Company, and cause the Company's
officers, directors and employees to supply all information reasonably requested by any such seller, underwriter,
attorney, accountant or agent in connection with such registration statement.

                                                            4
8. INFORMATION FURNISHED BY HOLDER.

(a) It shall be a condition precedent of the Company's obligations under this Agreement that each Holder of
Registrable Securities included in any Registration furnish to the Company such information regarding such Holder
and the distribution proposed by such Holder or Holders as the Company may reasonably request in writing and
as shall be required in connection with any Registration.

(b) Any Holder that makes an untrue statement or omission will indemnify and hold harmless the Company, each
of its officers, directors, employees and agents, legal counsel, independent accountant, underwriter against all
Damages, claims, liability, judgments, attorneys fees, court costs or other harm of any nature whatsoever arising
out of or based upon any untrue statement or omission contained in any such Registration Statement or any
document required for, or related to, a Registration. Company shall notify any Holder against which it may seek
indemnification of any such claim related to any untrue statement or omission by any Holder. The indemnifying
party shall have the right to participate in and to assume the defense of such claim; provided, that the indemnifying
party must reasonably approve defense counsel selected by the indemnifying, however, if either party reasonably
determines that there may be a conflict between the position of the Company and the Holders in conducting the
defense of such action, suit, or proceeding by reason of recognized claims for indemnity, then counsel for such
party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be
necessary to protect the interest of such party. If damages are adjudged to be attributable to more than one
party, the amount paid or payable as damages shall be prorated as is appropriate to reflect the relative fault of
each party that contributed to cause the damage. The obligations of the Company and Holders under this
Section shall survive the completion of any offering of Registrable Securities in a registration statement under this
Agreement or otherwise.

9. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the laws of
the State of Nevada. Any suit for the enforcement of this Agreement may be brought in the courts of Texas or
any federal court sitting in Texas and each party hereto consents to the non-exclusive jurisdiction of each such
court and to service of process in any such suit being made upon the Company by mail at the address specified
above. Each party hereto hereby waives any objection that it may now or hereafter have to the venue of any such
suit or any such court or that such suit was brought in any inconvenient court.

10. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.

11. HEADINGS. The headings of the sections of this Agreement are for convenience and shall not by themselves
determine the interpretation of this Agreement.

                                                         5
12. NOTICES. Notices under this Agreement shall be in writing and shall be sufficient if delivered personally or
mailed by first class mail, postage paid, or sent by overnight courier service or electronic facsimile transmission to
the party to whom such notice is given, with a copy to all other parties hereto, as follows:

(a) If to the Company:


                                     Imperial Petroleum Recovery Corporation
                                            1970 South Starpoint Drive
                                            Houston, TX 77032-5120
                                            Attn: Mr. Alan B. Springer

(b) If to any Investor, at the address of such Holder set forth on their respective counterpart signature page
hereto; or at such other address as any party may give notice pursuant to this section, provided that any such
notice, if given by the Company, may be addressed to the address set forth in the Company's books as the
address of any Investor or other person listed as a record holder of its capital stock. Any such notice addressed
as provided herein shall be effective when deposited in the United States mail, duly addressed and with postage
and fees prepaid, and the postmark shall conclusively determine the date of such deposit thereon.

13. AMENDMENT OF AGREEMENT. Only a written instrument signed by the Company and by persons
holding Notes comprising a majority of the aggregate principal amount outstanding thereunder may amend any
provision of this Agreement.

14. SEVERABILITY. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired
thereby.

15. ENTIRE AGREEMENT; SUCCESSORS AND ASSIGNS. This Agreement constitutes the entire contract
among the Company and the Holders relative to the subject matter hereof. Subject to the exceptions specifically
set forth in this Agreement, the terms and conditions of this Agreement shall inure to the benefit of and be binding
upon the respective executors, administrators, heirs, successor, and assigns of the parties.

IN WITNESS WHEREOF, the undersigned have executed and delivered, or caused to be executed and
delivered by their officers hereunto duly authorized, this Agreement, as of the date first set above.

THE COMPANY:

IMPERIAL PETROLEUM RECOVERY CORPORATION

By: Alan B. Springer

                                     Alan B. Springer, President and CEO

                                                          6
                         COUNTERPART INVESTOR SIGNATURE PAGE

                                             EXHIBIT A

                                     SCHEDULE OF HOLDERS


Aggregate Principal Name & Address of Holders Convertible Note # Balance

                                                   7
Exhibit 10.17

                                        WARRANT AGREEMENT

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE
HEREOF HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933 ("ACT")
OR APPLICABLE STATE SECURITIES LAWS ("STATE ACTS") AND SHALL NOT BE SOLD,
PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED (WHETHER OR NOT
FOR CONSIDERATION) BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY
OF A FAVORABLE OPINION OF COUNSEL OR SUBMISSION TO THE COMPANY OF SUCH
EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL TO THE COMPANY, IN EACH SUCH
CASE, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE
ACT AND THE STATE ACTS.

                WARRANT TO PURCHASE _________ SHARES OF COMMON STOCK

                       IMPERIAL PETROLEUM RECOVERY CORPORATION
                                     A Nevada Corporation
                                   1970 South Starpoint Drive
                                     Houston, Texas 77032

                                    Not Transferable or Exercisable Except
                                      Upon Conditions Herein Specified

IMPERIAL PETROLEUM RECOVERY CORPORATION, a Nevada corporation ("Company"), hereby
certifies that ____________, is on the books of the Company maintained for such purposes, as the registered
holder hereof ("Holder"), for value received, is entitled to purchase from the Company the number of fully paid
and non-assessable shares of Common Stock of the Company, $.001 par value ("Shares" or "Common Stock"),
stated above at the purchase price per Share set forth in
Section 1(b) below (the number of Shares and Exercise Price being subject to adjustment as hereinafter
provided) upon the terms and conditions herein provided. This Warrant is being issued pursuant the Subscription
and Note agreement herewith (the "Agreement"), to which the Company and Holder are parties. Capitalized
terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

1. EXERCISE OF WARRANTS.

(a) Subject to subsection (b) of this Section 1, upon presentation and surrender of this Warrant Agreement, with
the attached Purchase Form duly executed, at the principal office of the Company, or at such other place as the
Company may designate by notice to the Holder hereof, together with the original convertible Note and a
certified or bank cashier's check payable, at the time of exercise, to the order of the Company in the amount of
the Exercise Price times the number of Shares being purchased in addition to conversion of the Convertible Note.
The Company shall deliver to the Holder hereof, as promptly as practicable, certificates representing the Shares
being purchased. This Warrant may be exercised in whole or in part; and, in case of exercise hereof in part only,
the Company, upon surrender hereof, will deliver to the Holder a new Warrant Agreement or Warrant
Agreements of like tenor entitling the Holder to purchase the number of Shares as to which this Warrant has not
been exercised.

                                                       1
(b) This Warrant may be exercised at a price of $0.15 per share (the "Exercise Price"); PROVIDED
HOWEVER, that the Exercise Price shall be subject to adjustment pursuant to Section 6(b). This Warrant shall
expire at the close of business on _____________________ ___ , 2008.

2. TRANSFER OF WARRANT.

This Warrant may not be sold, transferred, hypothecated, or assigned, in whole or in part, without the prior
written consent of the Company.

3. RIGHTS AND OBLIGATIONS OF WARRANT HOLDER.

(a) The Holder of this Warrant Agreement shall not, by virtue hereof, be entitled to any rights of a stockholder in
the Company, either at law or in equity; PROVIDED, HOWEVER, that in the event that any certificate
representing the Shares is issued to the Holder hereof upon exercise of this Warrant, such Holder shall, for all
purposes, be deemed to have become the holder of record of such Shares on the date on which this Warrant
Agreement, together with a duly executed Purchase Form, was surrendered and payment of the Exercise Price
was made, irrespective of the date of delivery of such Share certificate. The rights of the Holder of this Warrant
are limited to those expressed herein and the Holder of this Warrant, by his acceptance hereof, consents to and
agrees to be bound by and to comply with all the provisions of this Warrant Agreement, including, without
limitation, all the obligations imposed upon the Holder herein. In addition, the Holder of this Warrant Agreement,
by accepting the same, agrees that the Company may deem and treat the person in whose name this Warrant
Agreement is registered on the books of the Company maintained for such purposes as the absolute, true and
lawful owner for all purposes whatsoever, notwithstanding any notation of ownership or other writing thereon,
and the Company shall not be affected by any notice to the contrary.

(b) No Holder of this Warrant Agreement shall be entitled to vote or receive dividends or to be deemed the
holder of Shares for any purpose, nor shall anything contained in this Warrant Agreement be construed to confer
upon any Holder of this Warrant Agreement any of the rights of a stockholder of the Company or any right to
vote, give or withhold consent to any action by the Company, whether upon any recapitalization, issue of stock,
reclassification of stock, consolidation, merger, conveyance or otherwise, receive notice of meetings or other
action affecting stockholders (except for notices provided for herein), receive dividends, subscription rights, or
otherwise, until this Warrant shall have been exercised and the Shares purchasable upon the exercise thereof shall
have become deliverable as provided herein; PROVIDED, HOWEVER, that any such exercise on any date
when the stock transfer books of the Company shall be closed shall constitute the person in whose name the
certificate for those Shares are to be issued as the record holder thereof for all purposes at the opening of
business on the next succeeding day on which such stock transfer books are open, and the Warrant surrendered
shall not be deemed to have been exercised, in whole or in part as the case may be, until the next succeeding day
on which stock transfer books are open for the purpose of determining entitlement to dividends on the
Company's common stock.

                                                         2
4. SHARES UNDERLYING WARRANTS.

The Company covenants and agrees that all Shares delivered upon exercise of this Warrant shall, upon delivery
and payment therefor, be duly and validly authorized and issued, fully paid and on-assessable, and free from all
stamp taxes, liens and charges with respect to the purchase thereof.

5. DISPOSITION OF WARRANTS OR SHARES; REGISTRATION RIGHT.

(a) The Holder of this Warrant Agreement and any transferee hereof or of the Shares issuable upon the exercise
of the Warrant Agreement, by their acceptance hereof, hereby understand and agree that the Warrant, and the
Shares issuable upon the exercise hereof, have not been registered under either the Act or State Acts and shall
not be sold, pledged, hypothecated, or otherwise transferred (whether or not for consideration) except upon the
issuance to the Company of an opinion of counsel favorable to the Company or its counsel or submission to the
Company of such evidence as may be satisfactory to the Company or its counsel, in each such case, to the effect
that any such transfer shall not be in violation of the Act or the State Acts. It shall be a condition to the transfer of
this Warrant that any transferee of this Warrant deliver to the Company his written agreement to accept and be
bound by all of the terms and conditions of this Warrant Agreement. The Holder acknowledges that the
Company has granted registration rights as described in the Registration Rights Agreement that is part of the
Agreement.

(b) The stock certificates of the Company that will evidence the shares of Common Stock with respect to which
this Warrant may be exercisable will be imprinted with a conspicuous legend in substantially the following form:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
EITHER THE SECURITIES ACT OF 1933 ("ACT") OR THE SECURITIES LAWS OF ANY STATE
("STATE ACTS"). SUCH SECURITIES SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, OR
OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) AT ANY TIME
WHATSOEVER EXCEPT UPON REGISTRATION OR UPON DELIVERY TO THE COMPANY OF AN
OPINION OF ITS COUNSEL SATISFACTORY TO THE COMPANY OR ITS COUNSEL THAT
REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION OF SUCH
OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY OR ITS COUNSEL TO THE
EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT, STATE
ACTS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER."

6. ADJUSTMENTS.

The number of Shares purchasable upon the exercise of each Warrant is subject to adjustment from time to time
upon the occurrence of any of the events enumerated below:

(a) If at any time after the date of this Warrant and so long as this Warrant is outstanding, there is a reverse stock
split (combination), stock split, stock dividend, subdivision, or similar distribution with respect to the Common
Stock, or a combination of the Common Stock, then, in such event, the Exercise Price shall be adjusted in
accordance with (b) below.

                                                            3
(b) Immediately upon the effective date of any event requiring adjustment pursuant to (a), the Company shall
adjust the Exercise Price then in effect (to the nearest whole cent) as follows:

i) in the event such adjustment is caused by a forward stock split, stock dividend, subdivision, or other similar
distribution of shares of Common Stock, the Exercise Price in effect, immediately prior to the effective date of
such event shall be decreased to an amount which shall bear the same relation to the Exercise Price in effect
immediately prior to such event as the total number of shares of Common Stock outstanding immediately prior to
such event bears to the total number of shares of Common Stock outstanding immediately after such event;

ii) in the event such adjustment is caused by a combination of shares of Common Stock, the Exercise Price in
effect immediately prior to the close of business on the effective date of such event shall be increased to an
amount which shall bear the same relation to the Exercise Price in effect immediately prior to such event as the
total number of shares of Common Stock outstanding immediately prior to such event bears to the total number
of shares of Common Stock outstanding immediately after such event.

(c) Upon each adjustment of the Exercise Price pursuant to (b) above, the Warrant outstanding prior to such
adjustment in the Exercise Price shall thereafter evidence the right to purchase, at the adjusted Exercise Price,
that number of shares of Common Stock (calculated to the nearest hundredth) obtained by (i) multiplying the
number of shares of Common Stock issuable upon exercise of the Warrant prior to adjustment of the number of
shares of Common Stock by the Exercise Price in effect prior to adjustment of the Exercise Price and (ii) dividing
the product so obtained by the Exercise Price in effect after such adjustment of the exercise price.

(d) In case the Company (i) consolidates with or merges into any other entity and is not the continuing or
surviving entity of such consolidation or merger, or (ii) permits any other entity to consolidate with or merge into
the Company and the Company is the continuing or surviving Company but, in connection with such consolidation
or merger, the Common Stock is changed into or exchanged for common stock or other securities of any other
entity or cash or any other assets, or (iii) transfers all or substantially all of its properties and assets to any other
entity, or (iv) effects a reorganization or reclassification of the equity of the Company in such a way that holders
of Common Stock shall be entitled to receive stock, securities, cash or assets with respect to or in exchange for
Common Stock, then, and in each such case, the Company shall provide Holder with not less than 60 days
notice of such event and Holder must within said 60 day notice period exercise this Warrant and Holder shall,
after exercise of this Warrant receive the appropriate number of shares of Common Stock and shall be entitled to
receive, consistent with the number of shares held by Holder, the stock and other securities, cash and assets paid
upon consummation of such consolidation, merger, transfer, reorganization or reclassification. Failure of Holder to
so exercise this Warrant within the 60 day notice period shall result in the extinguishments of any and all rights set
forth in this Warrant but shall not, in any manner, void, affect or extinguish the entitlement of Holder to repayment
of the Note and any and all accrued interest or other entitlement set forth in the Note.

                                                           4
7. LOSS OR DESTRUCTION.

Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant
Agreement and, in the case of any such loss, theft or destruction, upon delivery of an indemnity agreement or
bond satisfactory in form, substance and amount to the Company or, in the case of any such mutilation, upon
surrender and cancellation of this Warrant Agreement, the Company will execute and deliver, in lieu thereof, a
new Warrant Agreement of like tenor.

8. SURVIVAL.

The various rights and obligations of the Holder hereof as set forth herein shall survive the exercise of the
Warrants represented hereby and the surrender of this Warrant Agreement.

9. NOTICES.

Whenever any notice, payment of any purchase price, or other communication is required to be given or
delivered under the terms of this Warrant, it shall be in writing and delivered by hand delivery or United States
registered or certified mail, return receipt requested, postage prepaid (or similar delivery if outside of the United
States), and will be deemed to have been given or delivered on the date such notice, purchase price or other
communication is so delivered or posted, as the case may be; and, if to the Company, it will be addressed to the
address specified on the cover page hereof, and if to the Holder, it will be addressed to the registered Holder at
its, his or her address as it appears on the books of the Company.

                        IMPERIAL PETROLEUM RECOVERY CORPORATION

                                By: /s/ Alan B. Springer
                                -------------------------------------------
                                         Alan B. Springer, Chairman and CEO




                                                    HOLDER:


                                                          5
                        WARRANT EXERCISE AND STOCK PURCHASE FORM
                        (TO BE SIGNED ONLY UPON EXERCISE OF WARRANT)

To IMPERIAL PETROLEUM RECOVERY CORPORATION:

The undersigned, the holder of the enclosed Warrant, hereby irrevocably elects to exercise the purchase right
represented by such Warrant for, and to purchase thereunder, __________* shares of Common Stock of
Imperial Petroleum Recovery Corporation and herewith makes payment of:

I am including a cashier's or certified bank check in the amount of $ ________________.

I request that the certificate or certificates for such shares be issued in the name of and delivered to the
undersigned.

Dated:_____________________ SSN#________-________-________


Signature (Must conform in all respects to the name of Holder as specified on the face of the enclosed Warrant)

Address_______________________________________________________________________

City__________________________________ State _____ Zip Code

(*) Insert here not greater than the number of shares listed on the face of the Warrant without making any
adjustment for additional or fewer shares of Common Stock pursuant to the adjustment provisions of the Warrant
Agreement. Such adjustments will be made by the Company.

                                                           6
Exhibit 10.18

       STRATEGIC MARKETING, MANUFACTURING AND TECHNOLOGY LICENSING
                               AGREEMENT

This Strategic Marketing, Manufacturing and Technology Licensing Agreement ("Agreement") dated August 26 ,
2005 (the "Effective Date") between Imperial Petroleum Recovery Corporation, a Nevada corporation ("IPRC")
whose address is 1970 S. Starpoint Drive, Houston, Texas 77032 and Stone & Webster Management
Consultants, Inc., a Louisiana corporation ("SWMC") whose address is 4171 Essen Lane, Baton Rouge, LA
70809. IPRC and SWMC are sometimes collectively referred to as the "Parties".

                                                   RECITALS

A. IPRC has developed and owns the intellectual property rights to Microwave Separation Technology (MST),
for treating oil/water/solids emulsions. The MST optimizes crude oil production, refining and transport, enhances
bio-diesel and alternative fuels production while lessening environmental hazards

B. IPRC has worked closely with SWMC to manufacture and integrate MST throughout refineries in the USA.

C. SWMC or SWMC's affiliates are involved in the Consulting, Financing, Engineering, Procurement, and
Construction in various industries worldwide, including refineries and petrochemical plants.

D. IPRC desires to grant SWMC the exclusive right to fabricate all MST Units to be delivered to customers in
the United States and to give SWMC the right to integrate the MST in refineries throughout the United States in
exchange for marketing and sales contributions.

                                                 AGREEMENT

1. DEFINITIONS. For purposes of this Agreement, the following definitions apply:

(a) "Cost" means the cost represented on the bill of materials supporting the most current Unit price at the time of
cancellation or termination.

(b) "Inventory" means any materials used to fabricate the Units ordered by SWMC pursuant to a purchase order
from the IPRC.

(c) "Materials" means labor, components and supplies used in the manufacturing, testing, packaging, and
distribution of the Units.

(d) "MST Unit" means any microwave system that utilizes IPRC's patented applicator and process to treat
emulsions with microwave energy. An "MST Unit" does not include any separations device or software control
system to integrate the microwave and separator, or any software control system to operate a stand-alone "MST
Unit" without a separations device, unless explicitly stated as being included.

                                                         1
(e) "Primary Seller" refers to either IPRC or SWMC in situations where one party has taken a clear lead in
making an initial contact, progressing negotiations, and finalizing a sale or lease agreement. This distinction, where
appropriate, should be substantially clear to both parties and shall be agreed to by both parties in good faith. This
distinction is relevant for Section 12 (IPRC Open Bid Fabrication Option and SWMC Matching First Right of
Refusal) and Sections 21 and 22(Revenue Sharing).

2. TERM. This Agreement commences on the Effective Date and shall continue for four years thereafter (the
"Initial Term"). After the expiration of the Initial Term (unless this Agreement has otherwise been terminated), this
Agreement shall be automatically renewed for separate but successive two-year terms unless either party
provides written notice to the other party that it does not intend to renew this Agreement ninety days or more
prior to the end of the current term.

3. APPLICABILITY AND EXCLUSIONS. This Agreement will apply to all MST sales and leases completed
by contract during the term of this Agreement except those specifically excluded in this Agreement. This
Agreement will not apply to any MST sale or lease to either IPRC or SWMC made for the purpose of entering
into business either individually or jointly as an MST service contract provider or made for the purpose of
entering into the biodiesel business as a producer rather than as a technology provider to a third party biodiesel
producer. The parties agree that an addendum to this Agreement will be drafted to cover the biodiesel production
and/or the sale or lease of MST relating to biodiesel to a third party biodiesel producer.

4. "PIONEER" PRICING EXCLUSIONS. Both IPRC and SWMC recognize it may be necessary or desirable
to offer a special "pioneer" sale or lease price to the first three potential MST users to gain entry in the
marketplace. Both IPRC and SWMC agree they will accept reduced net income on the first three MST units in
equal percentage proportions if either party determines a low cost "pioneer" rate is required to make any of the
first three MST unit sales or leases. This reduction will apply to all phases of the project, including fabrication,
sale and lease income, but neither party will be required to perform any service for a price below its actual cost.
Each party agrees it will not unreasonably withhold its cooperation or performance of otherwise obligated
services should either party request a "pioneer" rate. Both parties agree their primary emphasis in making the first
three MST unit sales or leases shall be on gaining market entry and acceptance rather than meeting the income
targets stated elsewhere in this Agreement. Both parties also agree this "pioneer" option will only be invoked after
all reasonable efforts have been made to achieve a sale or lease price in line with the standard MST unit pricing
targets. Special "pioneer" pricing shall not be available to either IPRC or SWMC for the sale or lease of an MST
unit for its own use unless specifically agreed to without prior obligation by the other party.

5. EXCLUSIVE U.S. FABRICATOR. IPRC hereby grants SWMC the exclusive right to fabricate all MST
Units to be delivered to customers in the United States through the term of the Agreement provided SWMC
fulfills the marketing, sales and fabrication obligations established by this Agreement. The preferred fabricator will
be Shaw Maintenance, Inc.

6. PREFERRED OVERSEAS FABRICATOR. IPRC also grants SWMC the exclusive right to fabricate all
MST Units to be delivered to customers outside of the United States through the term of the Agreement provided
SWMC fulfills the marketing, sales and fabrication obligations established by this document provided the use of
SWMC as Fabricator does not conflict with local requirements or inhibit the sale, lease or collective economic
returns to the Parties related to use of MST outside the United States.

                                                          2
7. MICROWAVE APPLICATOR FABRICATION. IPRC will fabricate all patented MST microwave
applicator components, and SWMC shall obtain all patented MST applicator components from IPRC at a cost
that reflects IPRC's standard margins. At its sole discretion, IPRC may elect to utilize the services of SWMC or
a third party contractor to fabricate the patented MST microwave applicator components.

8. SEPARATION SYSTEM FABRICATION AND MST UNIT / SEPARATOR CONTROL
INTEGRATION. Some MST users will require both an MST Unit microwave system and a product separator
system to achieve their process goals. Since many separator providers produce their own skid mounted systems,
IPRC will generally contract separately with these providers to obtain the separator equipment, and IPRC will
complete the integration of the mechanical and software control components of the microwave and separator
systems. At its sole discretion, IPRC may elect to utilize the services of SWMC or a third party fabricator to
complete integration of the microwave and control components. In situations where this is impractical or
impossible, such as when an MST unit is part of a substantially larger project, but not limited to that example,
IPRC shall grant SWMC permission in writing to enter into an appropriate contract to sell or lease MST
technology and shall not unreasonably withhold such permission.

9. LICENSE. IPRC hereby grants SWMC a non-exclusive license during the term of this Agreement to use
IPRC's patents; trade secrets and other related intellectual property related to the MST Units as necessary to
perform SWMC's obligations under this Agreement.

10. MARKETING. Both parties agree to use reasonable effort to promote the commercial success of the MST
technology. Commercial success is defined as the fabrication of at least one MST unit each calendar year during
the term of the Agreement. In consideration for these efforts, IPRC hereby grants SWMC the right to market
MST to potential MST customers within the fields of crude oil production, refining and transport, biodiesel and
alternative fuels production, bilge water treatment and environmental clean up projects. IPRC will provide to
SWMC marketing material that can be utilized for marketing purposes. When appropriate, the parties will
continue to develop the current marketing materials as well as future marketing materials in order to enhance
current and future opportunities.

11. FABRICATION PRICE AND PAYMENT TERMS. The price to be paid by IPRC to SWMC for the
MST Units will be negotiated and agreed to by the parties; provided, that the price must at a minimum reflect
SWMC's standard margins. The price for Units will be reviewed periodically by the parties. Any changes and
timing of changes shall be agreed to by the parties. Prices quoted are exclusive of federal, state and local excise
sales use and similar taxes, and any other duties, and the contract holder (either SWMC or IPRC) shall be
responsible for all such items. Payment for any related materials, services or other costs not incorporated into the
MST Unit(s) as part of the purchase order to be paid by IPRC will be agreed to by the parties.

12. IPRC OPEN BID FABRICATION OPTION AND SWMC MATCHING FIRST RIGHT OF
REFUSAL. For any MST sale or lease in which SWMC is not the Primary Seller, IPRC will have the right to
obtain an open market bid for work essentially equal to that proposed by SWMC. If a legitimate open market
bid is less than the SWMC cost by 10% or more, SWMC will have the right to match that bid and perform the
work with first right of refusal, and IPRC will have the right to select the open bid proposal if SWMC declines to
match the open bid.

13. WORK. SWMC agrees to use reasonable commercial efforts to perform the Work pursuant to purchase
orders or changes thereto issued by IPRC and accepted by SWMC. "Work" means to procure Materials and to
fabricate, assemble, and test the MST Units pursuant to detailed written Specifications for each such unit, which
are provided by IPRC and accepted by SWMC, and to deliver and install such units (depending on the specific
scope of work that has been agreed to). "Specifications" means for each MST Unit or revision thereof written
requirements that include, but are not limited to, bill of materials, designs, schematics, assembly drawings, process
documentation, test specifications and other specification materials.

                                                         3
14. PURCHASE ORDERS. IPRC, potentially in conjunction with Customer or end-user will issue written
purchase orders, which specify all Work to be completed within a commercially reasonable period commencing
on the date of the purchase order. Each purchase order shall reference this Agreement and the applicable
Specifications. IPRC may use its standard purchase order form to release items, quantities, prices, schedules,
change notices, specifications, or other notice provided for hereunder. The parties agree that the terms and
conditions contained in this Agreement shall prevail over any inconsistent terms and conditions of any purchase
order, acknowledgment form or other instrument.

15. SHIPMENTS. The MST Units are sold FOB SWMC's facility. Title to and the risk of loss for the MST
Units shall pass to IPRC upon delivery by SWMC to an IPRC-specified carrier at the SWMC's delivery dock.

16. ENGINEERING CHANGES. IPRC may request in writing SWMC incorporate engineering changes into
MST Units. Such request will include a description of the proposed engineering change sufficient to permit
SWMC to evaluate its feasibility and cost. SWMC's evaluation shall be in writing and shall state the costs to
include their standard margins and be in sufficient detail to include material, anticipated labor costs, time for
implementation and the impact on the delivery schedule and pricing of the MST Units. SWMC will not be
obligated to proceed with the engineering change until (a) the parties have agreed upon the changes to the MST
Unit's Specifications, delivery schedule and unit pricing and
(b) IPRC has issued a purchase order for the implementation costs agreeing what costs are to be borne by IPRC
including, without limitation, one-time charges, and the Cost of Inventory and Special Inventory on-hand and on-
order that becomes obsolete. Engineering changes deemed necessary by SWMC will be reviewed and approved
by IPRC before implementation.

17. UNIT ACCEPTANCE. The MST Units delivered by Fabricator will be inspected and tested as required by
IPRC within 60 days of receipt unless customer schedules prohibit acceptance testing within 60 days, in which
case IPRC shall notify SWMC in writing and a suitable remedy shall be agreed to in writing. If any MST Units
are found to be defective in material or workmanship, then IPRC has the right to reject such Units during said
period. MST Units not rejected during said period will be deemed accepted. IPRC may return defective MST
Units, freight collect, after obtaining a return material authorization number from SWMC to be displayed on the
shipping container and completing a failure report. Rejected MST Units will be promptly repaired or replaced, at
SWMC's option, and returned freight pre-paid. If the Unit is source-inspected by IPRC prior to shipment, IPRC
will inspect goods five days prior to the requested shipment date.

18. EXPRESS LIMITED WARRANTY. SWMC warrants MST Units will have been fabricated in accordance
with IPRC's applicable Specifications and will be free from defects in workmanship for a period of 365 days
from the date of acceptance. Materials are warranted to the same extent that the original manufacturer warrants
the Materials. This express limited warranty does not apply to (a) Materials consigned or supplied by IPRC to
SWMC; (b) defects resulting from failure due to IPRC's Specifications or the design of the MST Units; (c) MST
Units that have been abused, damaged, altered, not handled in accordance with SWMC's instructions or misused
by any person or entity after title passes to IPRC. Upon any failure of a MST Unit to comply with the above
warranty, SWMC's sole obligation to IPRC, and IPRC's sole remedy, is for SWMC, at its option, to promptly
repair or replace such unit, at its cost up to the compensation received for the deficient services or materials, and
return it to IPRC freight prepaid. IPRC shall return MST Units covered by the warranty freight pre-paid after
completing a failure report and obtaining a return material authorization number from SWMC to be displayed on
the shipping container. IPRC will provide its own warranties, as applicable, directly to any of its end users or
other third parties. SWMC's express warranty set forth in this paragraph shall be SWMC's exclusive warranty in
lieu of any other warranty, whether express or implied.

                                                         4
19. END-USER CONTRACTS. In general, regardless of which party is the Primary Seller, the contract for the
sale or lease of an MST Unit to a third party user will be made between IPRC and the third party user. In
situations where this is impractical or impossible, such as when an MST unit is part of a substantially larger
project, but not limited to that example, IPRC shall grant SWMC permission in writing to enter into an
appropriate contract to sell or lease MST technology and shall not unreasonably withhold such permission. This
agreement includes a "most favored nation" relationship whereby SWMC will receive the lowest prices offered
from IPRC for products and services.

20. TRAINING AND ROUTINE MAINTENANCE RESPONSIBILITY. IPRC will be responsible to provide
training on MST unit operation and routine maintenance to protect its contract and warranty obligations and
IPRC will retain any profit from these operations. IPRC shall, by mutual agreement, transfer the actual execution
of these responsibilities to SWMC in situations where both parties agree this is desirable and SWMC will retain
any profit from these operations.

21. REVENUE SHARING FROM MST SALES CONTRACTS. MST units sold to customers will generate a
lump sum payment in the form of a capital sale markup, which includes a one-time technology licensing fee per
unit, and a monthly income in the form of a standard capacity-based technology use fee per unit. SWMC will
receive a lump sum payment for the fabrication of the MST and retain 100% of the fabrication markup whereas
IPRC will receive 100% of the fees relating to technology licensing and use. When the lump sum payment from
the customer is received:

(a) SWMC will receive an amount to cover fabrication cost of the MST to include their standard margin. IPRC
will receive an amount to cover the cost plus their standard margin of any centrifuge and separator equipment
delivered plus other costs required for the sale including, but not limited to non-recovered laboratory and
demonstration unit expenses, applicator fabrication, microwave and separator mechanical and software control
integration, unit transport, insurance and start-up costs

(b) IPRC will receive AN AGREED UPON AMOUNT of the remaining lump sum payment as a one-time
technology licensing fee

(c) Any remaining funds from the lump sum payment will be split equally between both parties

(d) IPRC will receive future monthly technology use fee payments

22. REVENUE SHARING FROM MST LEASE CONTRACTS. MST units leased to customers will generate
monthly income in the form of a lease payment and a standard capacity-based technology use fee. The parties
shall enter into a sales leaseback arrangement with a third party financing company in order to satisfy items 21(a)
and 21(b) (as if it were a sale). Any lease revenue above the lease payment to the third financing company will be
split equally.

                                                        5
23. TERMINATION. This Agreement may be terminated by SWMC or IPRC for any reason upon 90 days
written notice to either party if (a) the other party defaults in any payment to the terminating party and such default
continues after a cure for a period of 60 days after the delivery of written notice thereof by the terminating party
to the other party; or (b) if the other party defaults in the performance of any other material term or condition of
this Agreement and such default continues un-remedied for a period of 60 days after the delivery of written notice
thereof by the terminating party to the other party. Expiration or termination of this Agreement under any of the
foregoing provisions shall not affect the amounts due under this Agreement by either party that exist as of the date
of expiration or termination for any completed work for any completed work or ongoing revenue sharing
commitments

24. LIMITATION OF LIABILITY. Notwithstanding anything to the contrary, neither IPRC nor SWMC
(including SWMC's or IPRC's respective affiliates, subcontractors, vendors, suppliers, and employees) shall be
liable for any indirect, incidental, or consequential loss or damage (including loss of profits), whether arising in
contract, tort or otherwise, and irrespective of fault or negligence. IPRC and SWMC's total aggregate liability in
connection with all claims related to any purchase order issued by IPRC under this Agreement shall in no event
exceed the compensation received under the specific purchase order.

25. INDEMNITY. Each party agrees to indemnify, defend and hold harmless the other party from any and all
losses, claims, expenses, damages asserted against or suffered by the other party to the extent caused by the
party.

26. CONFIDENTIALITY. Both IPRC and SWMC recognize the importance of the other parties' Confidential
Information (as defined below). The receiving party agrees (i) to hold the disclosing party's Confidential
Information in strict confidence and to take all reasonable precautions to protect such Confidential Information
(including, without limitation, all precautions the receiving party employs with respect to its confidential materials),
(ii) not to divulge any such Confidential Information or any information derived therefrom to any third person, and
(iii) not to make any use whatsoever at any time of such Confidential Information except as expressly authorized
in this Agreement. Any employee, agent or contractor given access to any Confidential Information must have a
legitimate "need to know" and shall be bound by confidentiality obligations similar to those contained herein.
Without granting any right or license, the disclosing party agrees that the foregoing clauses (i), (ii) and
(iii) shall not apply with respect to information the receiving party can document: (A) is in or (through no improper
action or inaction by the receiving party) enters the public domain; (B) was rightfully in its possession or known
by it prior to receipt from the disclosing party; (C) was rightfully disclosed to it by another person without
restriction; or (D) is required to be disclosed by the receiving party to comply with applicable laws or regulations,
to defend or prosecute litigation or to comply with governmental regulations, provided that the receiving party
provides prior written notice of such disclosure to the disclosing party, takes reasonable and lawful actions to
avoid or minimize the degree of such disclosure and provides the disclosing party a reasonable opportunity to
seek a protective order or injunction to limit such disclosure. For purposes of this Agreement, "Confidential
Information" of a disclosing party shall mean, any information relating in any way to the properties, products,
processes or business of the disclosing party (including, without limitation, source code, computer programs,
algorithms, names and expertise of employees and consultants, trade secrets, know-how, formulas, processes,
inventions (whether patentable or not), schematics and other technical, business, financial, customer and product
development plans, forecasts, strategies and information). Where appropriate the parties agree that some
information, which may be considered confidential, may need to be presented within marketing material. For that
purpose both parties agree the information will not be confidential and can be disclosed. Specifically, the parties
agree that information included in presentations, brochures and other marketing material including hard-copy and
electronic version developed by IPRC or jointly by the parties will not be considered Confidential Information
unless they are clearly marked "Confidential".

                                                           6
Immediately upon termination or expiration of this Agreement, the receiving party will turn over to the disclosing
party all Confidential Information of the disclosing party and all documents or media containing any such
Confidential Information.

The receiving party acknowledges and agrees that due to the unique nature of the disclosing party's Confidential
Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such
breach may allow the receiving party or third parties to unfairly compete with the disclosing party resulting in
irreparable harm to the disclosing party, and therefore, that upon any such breach or any threat thereof, the
disclosing party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at
law. Any breach of this Section will constitute a material breach of this Agreement.

27. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Parties with respect
to the transactions contemplated hereby and supersedes all prior agreements and understandings between the
parties relating to such transactions.

28. AMENDMENTS. This Agreement may be amended only by written consent of both Parties.

29. INDEPENDENT CONTRACTOR. Neither party shall, for any purpose, be deemed to be an agent of the
other party. The relationship between the parties shall only be that of independent contractors. Neither party shall
have any right or authority to assume or create any obligations or to make any representations or warranties on
behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.

30. EXPENSES. In the event a dispute between the parties hereunder with respect to this Agreement must be
resolved by litigation or other proceeding or a party must engage an attorney to enforce its right hereunder, each
party shall pay its legal fees.

31. INSURANCE. SWMC and IPRC agree to maintain appropriate insurance to cover their respective risks
under this Agreement with coverage amounts commensurate with levels in their respective markets. IPRC
specifically agrees to maintain insurance coverage for any finished MST Units or Materials the title and risk of
loss of which passes to IPRC pursuant to this Agreement and that are stored on the premises of IPRC.

32. FORCE MAJEURE. In the event that either party is prevented in good faith from performing or is unable to
perform any of its obligations under this Agreement (other than a payment obligation) due to any Act of God, fire,
casualty, flood, earthquake, war, strike, lockout, epidemic, destruction of production facilities, riot, insurrection,
Materials unavailability, or any other cause beyond the reasonable control of the party invoking this section, and if
such party shall have used its commercially reasonable efforts to mitigate its effects, such party shall give prompt
written notice to the other party, its performance shall be excused, and the time for the performance shall be
extended for the period of delay or inability to perform due to such occurrences. Regardless of the excuse of
Force Majeure, if such party is not able in good faith to perform within 90 days after such event, the other party
may terminate the Agreement.

33. SUCCESSORS, ASSIGNMENT. These Agreements shall be binding upon and inure to the benefit of the
parties hereto and there respective successors, assigns and legal representatives. Neither party shall have the right
to assign or otherwise transfer its rights or obligations under this Agreement except with the prior written consent
of the other party, not to be unreasonably withheld. Notwithstanding the foregoing, SWMC may assign this
Agreement to any of its affiliates with IPRC approval which will not be unreasonably withheld

                                                          7
34. NOTICES. All notices required or permitted under this Agreement will be in writing and will be deemed
received (a) when delivered personally;
(b) when sent by confirmed facsimile; (c) five days after having been sent by registered or certified mail, return
receipt requested, postage prepaid; or (d) one day after deposit with a commercial overnight carrier. All
communications will be sent to the addresses set forth above or to such other address as may be designated by a
party by giving written notice to the other party pursuant to this section.

35. PRESS RELEASES. A party shall not issue any press release, circular or announcement in relation to this
Agreement without the prior written consent of the other Party; provided, however, that a party may make such
disclosures as required by law or by the rules of any stock exchange.

36. EVEN-HANDED CONSTRUCTION. The terms and conditions as set forth in this Agreement have been
arrived at after mutual negotiation, and it is the intention of the parties that its terms and conditions not be
construed against any party merely because it was prepared by one of the parties.

37. GOVERNING LAW. This Agreement shall be governed and construed in all respects in accordance with
the domestic laws and regulations of the State of Louisiana, without regard to its conflicts of laws provisions.

                       IMPERIAL PETROLEUM RECOVERY CORPORATION

                               By: /s/ Alan B. Springer
                               --------------------------------------------
                               Name: Alan B. Springer
                               Title: Chairman and Chief Executive Officer




                    STONE & WEBSTER MANAGEMENT CONSULTANTS, INC.

                               By: /s/ Daniel J. Shapiro
                               --------------------------------------------
                               Name: Daniel J. Shapiro
                               Title: President




                                                         8
Exhibit 21.1

Subsidiaries of Registrant

Petrowave Corporation
1970 S Starpoint Dr.
Houston, TX 77032

100% Owned Subsidiary

Tax ID#91-1953872
Exhibit 31.1

                                                CERTIFICATIONS

Certification of Principal Executive Officer Pursuant to 18 U.S.C. 1350


                         (SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)

I, Alan Springer, certify that:

1. I have reviewed this annual report on Form 10-KSB of Imperial Petroleum Recovery Corporation;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report,
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days
prior to the filing date of this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the
registrant's ability to record, process, summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this annual report whether or not there were
significant changes in internal controls or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies
and material weaknesses.

November __, 2005

                            By: /s/ Alan Springer
                               ---------------------------------------------
                                 Alan Springer
                                 Chief Executive Officer, President and Director
                                 (Principal Executive Officer)
Exhibit 31.2

CERTIFICATIONS

Certification of Principal Executive Officer Pursuant to 18 U.S.C. 1350


                        (SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)

I, Edward C. Gaiennie, certify that:

1. I have reviewed this annual report on Form 10-KSB of Imperial Petroleum Recovery Corporation;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report,
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days
prior to the filing date of this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the
registrant's ability to record, process, summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this annual report whether or not there were
significant changes in internal controls or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies
and material weaknesses.

November __, 2005

                              By: /s/ Edward C. Gaiennie
                                 ---------------------------------------------
                                   Edward C. Gaiennie
                                   Chief Financial Officer
                                   (Principal Accounting Officer)
Exhibit 32.1

CERTIFICATION PURSUANT TO

                                        18 U.S.C. SECTION 1350,
                                AS ADOPTED PURSUANT TO SECTION 906
                                 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Imperial Petroleum Recovery Corporation; (the "Company") on Form
10-KSB for the year ending October 31, 2004 (the "Report"), as filed with the Securities and Exchange
Commission on the date hereof, I, Alan Springer, President and Chief Executive Officer of the Company, hereby
certify, to such officer's knowledge, that pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of
the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and result
of operations of the Company.

           By: /s/ Alan B. Springer                                                   November __, 2005
              --------------------------------------------------
                 Alan B. Springer
                 Chairman, President and Chief Executive Officer
Exhibit 32.2

                                    CERTIFICATION PURSUANT TO
                                        18 U.S.C. SECTION 1350,
                                AS ADOPTED PURSUANT TO SECTION 906
                                 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Imperial Petroleum Recovery Corporation; (the "Company") on Form
10-KSB for the year ending October 31, 2004 (the "Report"), as filed with the Securities and Exchange
Commission on the date hereof, I, Edward C. Gaiennie, Chief Financial Officer and Principal Accounting Officer,
hereby certify, to such officer's knowledge, that pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec.
906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and result
of operations of the Company.

           By: /s/ Edward C. Gaiennie                                   November __, 2005
              --------------------------------------------------
                 Edward C. Gaiennie
                 CFO, Secretary-Treasurer and Principal Accounting Officer