INDEPENDENT CONTRACTOR AGREEMENT

This agreement (the “Agreement”) is entered into by and between Patexia Inc, located at 1431 7th St. Suite 204, Santa Monica CA 90401, USA (“Patexia”) and Consultant ("Consultant"). The effective date of the Agreement will be the latest date on which a party executes the Agreement.

WHEREAS, Patexia seeks to engage Consultant to perform the services as further described in this Agreement and any applicable work order issued under this Agreement (the “Services”); and

WHEREAS, in connection with its performance of the Services, Consultant shall be provided, and have access to, certain confidential, non-public information which may be legally privileged; and

WHEREAS, Consultant desires to perform the Services.

NOW THEREFORE, in exchange for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows:

1. Nature of Relationship. The parties agree that Consultant shall be an independent contractor and that Consultant shall not be an employee, agent, joint venturer or partner of Patexia nor shall Consultant be granted any right or authority to assume or create any obligation or liability, express or implied, on behalf of Patexia or to accept service of process in any action on Patexia’s behalf or in Patexia’s name, or to bind Patexia in any manner or form whatsoever. Consultant acknowledges that Patexia shall not take any action or provide Consultant with any benefits or commitments inconsistent with Consultant’s status as an independent contractor.

2. Consultant Duties. Consultant agrees to provide the Services set forth in the work order found in Attachment 1 hereto (“Work Order No. 3”). During the term of this Agreement, Patexia may engage Consultant to perform additional Services, the details of which shall be set forth in a separate work order agreed upon by the parties. Notwithstanding any else written herein, Consultant shall not commence any work until a budget covering fees and expenses related to such work has been agreed to by Patexia.

3. Compensation. In exchange for performance of the Services set forth in any work order issued under this Agreement, Patexia shall pay Consultant the hourly rate set forth in each such work order. Consultant shall also be reimbursed for all reasonable expenses incurred in the performance of its work hereunder, provided that Consultant first obtains Patexia’s advance consent to incur said expenses. Expenses which exceed $500.00 require Patexia’s advance written approval. Patexia shall not pay for Consultant’s travel time, but will pay for Services performed while Consultant is travelling. Consultant is responsible for any tax obligations arising from payment of consulting fees to it. Consultant shall send monthly statements of its incurred time and expenses to Patexia.

4. Confidentiality. In connection with the Services provided hereunder, Consultant may receive, either from Patexia or from third parties, certain information in oral, written or other tangible form concerning Patexia, its patent business, its licensing or litigation objectives and strategies and/or the technology associated with a patent and in respect of potentially infringing technologies (collectively, the "Technology"), some or all of which may be confidential and/or proprietary in nature. Accordingly, all information received, OR DEVELOPED OR LOCATED, by Consultant about, in connection with, or for purposes of providing Services hereunder in respect of, the Technology, together with all analyses, compilations, forecasts, studies or other documents prepared by Consultant (to the extent such materials contain or otherwise reflect such information), shall be deemed to be confidential and shall be referred to herein collectively as the "Confidential Information" unless otherwise specified herein. "Confidential Information" shall include the identities of any and all patents acquired by or considered for acquisition by Patexia, as well as the identities of any and all owners and users of potentially infringing technologies and the fact that Patexia may commence litigation against them.

The Confidential Information will be used by Consultant solely for the purpose of providing Services hereunder and shall not be used for any other purpose. Unless otherwise required by law, the Confidential Information will be kept confidential by Consultant, except that Consultant, upon obtaining prior written approval from Patexia, may disclose the Confidential Information or portions thereof, to other identified parties who need to know such information for the purpose of assisting Consultant in providing the Services contemplated under this Agreement (it being agreed that Consultant will first inform those others to whom the Confidential Information is disclosed of the confidential nature of the Confidential Information and first obtain written agreements to keep such information confidential with terms and conditions no less protective of Patexia’s rights than those found in this Agreement). Without in any way limiting Consultant’s obligations hereunder to keep confidential all Confidential Information, Consultant shall protect the Confidential Information provided to it with the same degree of care that it protects its own proprietary information. Notwithstanding the foregoing, Consultant shall have no obligation to keep confidential any Confidential Information required to be disclosed by it pursuant to an order of any court of competent jurisdiction or other governmental authority (in such case, the Consultant shall timely inform Patexia of all such legal or governmental proceedings so that Patexia may attempt by appropriate legal means to limit such disclosure, and Consultant shall use commercially reasonable efforts to limit the disclosure and maintain the confidentiality to the maximum extent possible).

The term "Confidential Information" does not include any information which (a) at the time of receipt by Consultant or thereafter is generally available to and known by the public (other than as a result of a disclosure directly or indirectly by Consultant or as a result of a disclosure which Consultant knows was made in violation of a confidentiality obligation to Patexia) or (b) was lawfully in the possession of Consultant without any restriction on use or disclosure prior to its receipt hereunder. Without Patexia’s prior written consent, except as required by law, Consultant shall not disclose to any individual or entity the fact that Confidential Information has been made available to Consultant, that discussions or negotiations are taking place or have taken place between Consultant and Patexia, its counsel or any other party concerning the evaluation of the Technology or any of the terms, conditions or other facts concerning or with respect to the services provided by Consultant hereunder.

Upon the request of Patexia, Consultant shall return as soon as practicable all copies of written Confidential Information in its possession or in the possession of its authorized consultants and shall destroy all copies of any analyses, compilations, studies or other documents prepared by it or any of its authorized consultants containing or reflecting any Confidential Information. Thereafter, Consultant shall make no further use of the Confidential Information for any purpose whatsoever. Any orally disclosed Confidential Information that Consultant should have realized was confidential from the circumstances of disclosure shall continue to be subject to the terms of this paragraph.

Nothing herein shall obligate Patexia to disclose to Consultant any particular information. Moreover, Patexia makes no representation or warranty as to the accuracy or completeness of any of the Confidential Information. Consultant further agrees that Patexia shall not have any liability to Consultant based on the Confidential Information.

5. Work Product. Consultant hereby grants Patexia a royalty-free, perpetual license to display, reproduce, prepare derivative works, excerpt, copy, store, distribute, publish (including in court filings), and sublicense any work product it creates or develops in connection with the Services provided hereunder.

6. Disclosure of Results. Consultant shall promptly make a complete disclosure to Patexia of all Work Product created or developed under this Agreement.

7. Limitation of Liability. In no event shall either party be liable to the other party for any incidental, indirect, special or consequential damages, regardless of the nature of the claim, even if such party knew or should have known of the possibility of such damages or claims. In no event shall either party be liable for damages in excess of the fees paid by Patexia to Consultant hereunder.

8. Survival. The obligations of the parties under paragraphs 4 through 16 shall survive the termination of this Agreement for any reason.

9. Severability. If any one or more of the provisions or part of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity or enforceability of this Agreement in any other jurisdiction or any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed in such jurisdiction as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such provision or part reformed so that it would be valid, legal and enforceable in such jurisdiction to the maximum extent possible.

10. Governing Law. This Agreement shall be governed by and construed according to the internal laws (and not the conflicts laws) of the State of Delaware. This Agreement shall be governed by and construed according to the internal laws (and not the conflicts laws) of the State of Delaware. Any dispute, claim, or controversy arising out of or relating to this Agreement shall be determined by final, binding, and non-appealable arbitration administered by the American Arbitration Association (“AAA”) pursuant to its Commercial Rules in Philadelphia, Pennsylvania. Arbitration commenced pursuant to this Agreement shall be administered by a single arbitrator agreed to by the parties, provided that if the parties are unable to agree to the arbitrator within ten (10) days of receiving a list of candidate members from the AAA, then the AAA shall appoint an arbitrator. The parties shall bear their own costs in connection with arbitration commenced hereunder. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional equitable remedies in aid of arbitration in a court of competent jurisdiction. The proceedings, judgment, and all other information related to arbitration initiated pursuant to this Agreement, shall be considered Confidential Information.

11. Injunctive Relief. Notwithstanding the provisions of paragraph 10, Consultant acknowledges that Patexia would be irreparably harmed if Consultant were to breach any of the terms of this Agreement and, therefore, agrees that Patexia shall be entitled to injunctive relief to prevent any breaches or threatened breaches of this Agreement and to specific performance of its terms in addition to any other legal or equitable remedies.

12. Term and Termination. This Agreement shall be effective as of the date first written above and shall continue until terminated by either party upon providing thirty (30) days written notice of termination to the other party. Upon receipt of such notice, Consultant agrees to immediately stop performance of all Services and not to incur any further expenses without Patexia’s prior written permission. In the event of any termination, Patexia shall be liable only for such fees, costs and expenses that properly accrued prior to the effective date of such termination. Consultant further agrees, upon any termination of this Agreement, to promptly return to Patexia all materials furnished by Patexia to Consultant during the term of this Agreement, without regard to whether such materials contain proprietary or confidential information of Patexia. Consultant shall also deliver to Patexia all materials created by Consultant for Patexia during the term of this Agreement.

13. Assignment. In view of the personal nature of the services to be performed by Consultant under this Agreement, this Agreement may not be assigned by Consultant, nor may Consultant’s duties hereunder be delegated to subcontractors or other agents of Consultant, without the prior written consent of Patexia. This Agreement may be assigned by Patexia.

14. Waiver of Agreement. A failure of either party to this Agreement to enforce at any time any of the provisions of this Agreement, or to exercise any option which is herein provided, or to require at any time performance by any party to this Agreement of any of the provisions hereof, shall be in no way construed to be a waiver of such provisions of this Agreement.

15. Notices. All notices hereunder shall be sent to the parties at their addresses set forth herein, or at such other addresses as they may designate by written notice.

16. Entire Agreement. This Agreement contains the entire understanding among the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements of conditions, express or implied, oral or written except as herein contained. This Agreement may not be modified or amended, other than by an agreement in writing executed by the parties. Each party has participated in the negotiation and drafting of this Agreement and no rule of strict construction shall be applied against any party to this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the day first written above.

ATTACHMENT 1

Work Order No. 3

This Work Order No. 3 is effective as of the same date as the Agreement between Patexia and Consultant. This Work Order No. 3 incorporates all terms and definitions as set forth in the Agreement, unless otherwise specifically set forth herein.

In accordance with and subject to the terms contained in the Agreement, Consultant agrees to provide the following Services:

1. Description of Services to be performed and applicable hourly rate:

Patent review and consultation by: ___________

Hourly Rate(s): ________

2. Services schedule and duration:

As requested by Patexia from time to time.

3. Deliverables to be produced by Consultant:

As requested by Patexia from time to time.

4. Location of Services:

Consultant’s site, unless otherwise requested by Patexia.

Oil Country Tubular Goods (OCTG)