This Financing and Conditional Registration Agreement (the Ag eement ), effective June 3,

FINANCING AND CONDITIONAL REGISTRAT ON AGREEMENT

2013 (the Closing Date ), is between ISA Intemationale, Inc., ( SAT ), a Delaware

corporation located at ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇., ▇▇. ▇▇▇▇, ▇▇ ▇▇▇▇▇, and Diesel TEK, Inc.

( Company ), with address at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (lSAT and

Company, collectively, the Parties ).

RECITALS

Company is dedicated to improving air qjity and other attribute of the environment by

providing advanced technology products tdl the heavy-duty transp rtation industry to improve the

efficiencies of diesel engines.; and

ISA T is a Business Development Company ( BDC ) as defined b the Securities

Exchange

Commission ( SEC ), Investment Company Act of 1940. ISAT i focused on recruiting,

mentoring, coaching and enhancing the investment opportunity fo oil, gas and technology based

companies in the process of becoming public entities. ISAT provo es its experience, world class

advisors, additional intellectual properties, management expertise, etc. to enhance the value and

profile of the companies it represents; and

To further its business plans and raise needed capital, Company is seeking to raise funds through

debt, equity or a combination of the above ( Financing Transactio ) in the amount of

approximately $5,000,000.00 with further Financing Transactions to follow, and

It is the intention of the parties hereto that ISA T shall assist Comp y with completing such

Financing Transaction,

It is the intention of the parties that after such initial Financing Tr nsaction is completed, parties

will contemplate the following transaction, to be entered into only if both parties agree to do so

in writing: the registration of Company's shares for public trading through an S-l registration

filing with the SEC ( Registration ) through a transaction includi g a purchase of Company's

shares by ISAT and consequent distribution of such shares to ISA 's shareholders, and

The boards of directors of ISA T and Company deem it to be in th best interest of ISA T and

Company to proceed with these actions.

NOW, THEREFORE, in consideration of the mutual covenants, a reements, representations and

warranties contained in this Agreement, the parties hereto agree

follows:

1. DEFINITION OF FINANCING TRA

I SACTION

Company is looking to secure an initial Financing Transaction of pproximately $5,000,000.00

with further Financing Transactions to follbw. For purposes ofthi engagement, Financing

Transaction means any transaction or seri~s of transactions, whi h mayor may not involve a

securities transaction, not in the ordinary cburse of business, resul ing directly or indirectly in the

injection of new capital into the Company, lincluding its affiliated' nvestments or companies

through a merger or consolidation, with the assistance, directly or indirectly, by ISAT. A

Financing Transaction shall also include a currently unanticipated course of action, such as,

without limitation, divestiture, licensing agreement, strategic alli ce, joint venture or

partnership, credit enhancement, non-recourse grant or any other orm of capital injection.

2. TERM

Either Party may terminate the engagement at any time, with or w thout cause, upon fifteen (15)

days written notice to the other Party. If the Company terminates he engagement for any reason,

the Company shall remain liable for the Financing Transaction C mpletion Compensation only

pursuant to Section 4(B).

3. SERVICES

ISAT intends and agrees to provide the following services on a be t efforts basis to facilitate a

Financing Transaction:

A. Approach those potential investors, as pre-approved by t e Company, to gauge their

interest in entering into a Financing Transaction with th Company.

In cooperation with the Company, coordinate:

1. meetings for the Company to present their operatio s and investment materials to

prospective investors; and

ii. review of final due diligence.

Provide the Company with comments on the investment greements and any other

relevant agreements.

D. ISAT may also provide additional Financing Transactio consulting services as may be

required and coordinated with the Company in order to f cilitate a successful Financing

Transaction( s).

Company to Control Transactions. The prices, terms and conditions under which the

Company shall offer or sell any of its securities shall be etermined by the Company in

its sole discretion. The Company shall have the authority to control all discussions and

negotiations regarding any proposed or actual offering 0 sale of any of its securities.

Nothing in this Agreement shall obligate the Company t actually offer or sell any J

securities or consummate any transaction. The Compan may terminate any

negotiations or discussions at any time and reserves the .ght not to proceed with any

offering or sale of securities. Other than the Fee Compe ation, as defined in Section

4(A) below, compensation pursuant to this Agreement s all only be paid upon

consummation of a Financing Transaction(s), and

Potential Registration. After completion of initial transa tion, Parties shall consider

entering into a separate agreement for the purposes of R gistration, which shall include

a purchase of Company's shares by ISAT and conseque t distribution of such shares to

ISAT's shareholders.

4. Compensation

In consideration of ISA T' s services descri~ed above, the Compan agrees to pay ISA T as

follows:

A. Fee Compensation. The company shall remit the follo ng: (i) on the date hereof, a

$15,000.00 non - refundable amount payable in cash to IS T and (ii) a non - refundable

amount of $35,000.00 payable in cash to ISAT within 30 alendar days after the date

hereof.

Financing Transaction Completion Compensation. If d . g the term of the engagement

or during the two (2) years following the termination ofth engagement the Company

consummates a Financing Transaction with the assistance f ISA T the Company will

compensate ISAT (the Financing Transaction Completio Compensation ) in the

amount of 10.0% of the Consideration received, with such Financing Transaction

Completion Compensation being convertible into equity s ares of the Company at

ISAT's option.

Consideration. Consideration shall include, but not be li ited to, the total of any cash

received by the Company from investors plus: (i) the face alue of any convertible debt

or similar securities issued or assumed in connection with he Financing Transaction; (ii)

the higher of the book or market value, on the date receive , of any shares of capital

stock of another corporation; and (iii) the fair market valu of any other property or assets

received by Company.

Payment of Compensation. Unless converted to equity b ISAT at its sole option,

ISAT's compensation set forth in Section 4(B) above are d e and payable in cash in U.S.

dollars on the date of actual receipt of consideration at closi g, or, in the event of

multiple closings or subsequent interim tenders of conside tion, upon actual receipt of

each installment of consideration.

5. EXPENSES

The Company will reimburse ISA T for all pre-approved expen s incurred in connection with

ISAT's services under the engagement upon ISAT's submission of an invoice to the Company.

Reimbursable expenses shall include, without limitation, ite s such as travel, and other

necessary services performed by ISAT or its employees, agen s, contractors, consultants, on

behalf of the Company, with prior written authorization by the Co pany.

6. DUE DILIGENCE

The Company agrees that it has the exclusive responsibility to ve fy, through its own due

diligence, any information on which the Company bases its decisi n to pursue or reject any

Financing Transaction proposal. The Company will rely on its 0

legal and financial resources

in negotiating the terms and conditions of any Financing Transact on. The Company agrees that

neither ISA T nor any of its employees, shareholders, directors, ag nts, representatives, or

controlling persons shall have any liability to the Company, its sh reholders, officers, directors,

employees, or representatives, resulting from any of the terms or onditions of any Financing

Transaction.

7. INFORMATION

A. The Company will furnish ISA T with such information as SA T believes appropriate to

this engagement and will provide ISAT with access to its fficers, employees, directors,

accountants, legal counsel and other advisors. In recogniti n by ISAT of the absolute

sensitivity of the engagement represented by this Agreeme t, ISA T agrees that no such

access will be granted except with the Company's permiss on. ISAT acknowledges that

in some cases such access may be denied, and the Comp

agrees that the information

sought by ISAT will be supplied through some means ace table to both ISAT and the

Company. Any financial information or forward-looking i ormation which Company

provides to ISA T will be provided by the Company in goo faith, based on

management's best estimates then available, based on fact and assumptions which the

Company believes to be reasonable, in conformit~ with U ited States generally accepted

accounting principles in all material respects and subject t SEC and other regulatory

rules and constraints. ISA T agrees to treat all information

ceived from the Company as

Confidential Information as more fully set forth in Section 9 below.

B. The Company acknowledges that ISA T will be using and r lying upon such information

without any independent investigation or verification there f or independent appraisal by

ISAT of the Company or its business or assets or any pote tial investor or its business or

assets and that ISA T makes no representation or warranty t the Company of the

accuracy or completeness of such information.

8. ABILITY TO CONTRACT

A. The Company represents and warrants to ISAT that the en agement does not violate or

constitute a breach or default under any contract, agreeme ,arrangement or

understanding, whether written or oral, to which the Comp y or any of its subsidiaries is

a party or by which its or their assets are bound. Furtherm re, that there are not brokers,

representatives, fmders or other persons with an interest i the compensation due and

payable by Company to ISAT in connection with any ▇▇▇▇ action contemplated herein.

9. CONFIDENTIALITY

A. Definition. As used herein, Confidential Information me s all information about the

Company or a potential investor, other than information w ich: (a) is authorized in

writing by the Company; (b) was publicly known at the ti e of disclosure; (c)

subsequently becomes publicly known other than as a res t of a disclosure by ISAT or

its agents or advisors; or (d) has become, or hereafter beco es, available to ISA T on a

non-confidential basis from a source other than the Comp y, a potential investor or their

respective advisors, provided that such source is not kno

by ISAT to be bound by a

confidentiality agreement or other obligation of secrecy fo the Company's or the

investor's benefit.

B. Restrictions on ISAT. ISAT agrees to hold in confidence

d not to disclose the

Confidential Information to any third party except: (a) as ay be required by law or by

order of a court of competent jurisdiction; provided that in such event, ISA T shall

provide the Company with such advance notice of any dis ▇▇▇▇▇▇ deemed required by

ISAT as is reasonably necessary in order to permit the Co pany to seek a court order or

other appropriate remedy to prevent or limit the scope of s ch disclosure; (b) that ISAT

may disclose Confidential Information to those of its offic rs, directors and employees

and representatives of its agents and advisors who have a eed to know such information

in connection with ISA T' s engagement and who have agre d not to disclose such

information otherwise than as permitted by this letter; and c) to any potential investor

who has signed a confidentiality agreement.

C. Restrictions on the Company. Any written or oral advice p ovided by ISAT in connection

with a Financing Transaction will be exclusively for the befit and use of the Company,

its Board of Directors, officers, accountants, legaladvisors and expert consultants and,

except as required by law or by order of a court o~ compet nt jurisdiction, may not be

disclosed to any third party or circulated or referred to pub .cly (other than in a proxy

statement or in the course oflitigation to which sUFh advic is relevant) without ISAT's

prior written consent, which shall not be unreasonably wit eld. If any disclosure of

ISAT's advice is to be made in the course oflitigation, the Company shall provide ISAT

with such advance notice of any proposed disclosure as is asonably necessary in order

to permit ISA T to seek a court order or other appropriate r medy to prevent or limit the

scope of such disclosure.

10. ARBITRA nON AND CHOICE OF LAW

All disputes, controversies, claims of differences which arise betw en the parties out of or in

connection to the engagement, including the scope and applicabili of this arbitration clause,

shall be finally settled under the rules of the American Arbitration ssociation by an arbitrator

appointed in accordance with said rules. The place of the arbitratio shall be New York City. The

.b?. tJ

O·

interpretation, construction and legal effect of this Agreement sha I be determined by reference

to in the following order: (i) the language of the Agreement; (ii) e intention of the parties to the

Agreement; and (iii) by reference to the laws of the State of New ork.

11. INDEMNIFICATION

The Company agrees that neither ISAT, nor any of its employees, directors, agents,

representatives, or controlling persons shall have any liability to t e Company, its shareholders,

officers, directors, employees, agents, representatives, controlling persons, or third parties,

resulting from any of the terms or provisions of this Agreement.

e Company further agrees to

defend, indemnify and hold harmless ISA T, its employees, direct rs, agents, representatives, or

controlling persons from any losses, claims, liability, damages, co ts and expenses (including

reasonable attorneys' fees and expenses as well as settlement cost ) arising out of or related to

the terms and provisions of this Agreement. Company agrees to p ace same indemnification as

specified in this Section 11 in any subscription agreement or .simi document that the company

may enter into as part of any Financing Transaction.

12. SURVIVING TERMS

Sections 2, 4,5,9, 10, 11, 12, 15, 16, 17 shall survive the termina ion of this Agreement. Any

mutual Non-Disclosure Agreement between the Company and IS T shall survive the

termination of this Agreement.

13. INTEGRATION AND MODIFICATION

This writing contains the entire agreement of ISA T and the Comp y and there are no promises,

understandings or agreements, either oral or written, of any kind t at relate to the engagement

other than those stated above. This Agreement may not be change except in writing and signed

by the Parties to be bound hereby.

14. ASSIGNMENT

The benefits of this Agreement shall inure to the respective succes ors and permitted assigns of

the parties hereto. This Agreement may not be assigned without t prior written consent of the

non-assigning party (or parties). In the case oflSAT, such consen shall not be unreasonably

withheld. In the case of the Company, and in recognition that the ervices of ISAT are

specialized and dependent upon performance by particular individ Is with specialized expertise,

the Company may withhold such consent for any reason if it dete ▇▇▇▇ that such assignment

will result in the loss to it of the services of such individuals.

15. NOTICES

All notices required or permitted hereunder shall be in writing and deemed sufficiently given for

all purposes hereof if (a) delivered in person, by courier or by regi tered or certified United

States Mail to the Chief Executive Officer or President of ISAT at address specified above and to

the Chief Executive Officer or President the Company at Diesel T K, Inc. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇

▇

▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, with receipt obtained, or (ii) sent by telecopy, telefax or

other facsimile or electronic transmission, with answer back or ther advice of receipt

obtained, in each case to the appropriate address or number as set ▇▇▇▇ below. Each notice shall .

be deemed effective on receipt by the addressee as aforesaid; pro ided that, notice received by

telex, telecopy, telefax or other facsimile or electronic transmissi

after 5:00 p.m. at the location

of the addressee of such notice shall be deemed received on the fi st business day following the

date of such electronic receipt. Notice shall be sent to the address r facsimile number set forth

on the first page of this Agreement, or at such other address or to uch other telecopy, telefax or

other facsimile or electronic transmission number as the Parties

y provide in writing.

16. AUTHORITY

ISA T and Company hereby represent that the undersigned have al requisite power and authority

to execute and deliver this Agreement, to bind the Parties to the te s of this Agreement and to

cause the respective Party to perform its obligations hereunder ( d under all documents required

to be executed and delivered and actions to be performed by each f ISAT and Company

pursuant hereto).

17.

COMPLIANCE WITH LAWS.

Both parties represent that they shall comply with applicable fede al and state laws. ISA T and

Company represent that it is not a party to any other agreement, w .ch would conflict with or

interfere with the terms and conditions of this Agreement.

18. IDENTITY DISCLOSURE.

To help the U.S Government prevent the funding of terrorism and ▇▇▇▇ laundering activities,

Federal law requires all financial institutions to obtain, verify, and record information that

identifies client corporations and senior management and or owne s of corporate clients. In

accordance with these requirements, ISAT will request certain inti rmation which may include

name, address, date of birth (for individuals), corporate tak ID an other information that will

allow us to identify Company and senior management and or own rs of Company. ISAT may

also request to see certain documents such as Certificate ofIncorp ration, driver's license or

other identifying documents. ISAT is committed to mainthining th privacy of our current and

former clients.

19.

COUNTERPARTS

This Agreement may be executed in two or more counterparts, eac of which shall be deemed an

original, but all of which shall constitute one and the same inst

ent and which may be

transmitted electronically without a paper copy being necessary.

20.

MISCELLANEOUS

ISAT will provide services to the Company as an independent con actor. The parties hereto do

not intend to create any fiduciary relationship between them. Ther may be other services which

are required to be provided to the Company in connection with th transaction contemplated by

this Agreement and which will be provided by others (e.g., indep ndent auditors or appraisers).

This Financing and Conditional Registration Agreement (the Ag eement ), effective June 3,

Document Metadata

Document Metadata

Table of Contents