Exhibit 10.3

Carbon Geo-Tek Consultants, Inc.

and

ECO Waste Conversion Solutions Corporation

Joint Venture Agreement – TCOM Facilities – Hawaii

“A processing vessel is loaded with a feedstock including organic material and at least one additive which is non-inert to the organic material. A bottom portion of the feedstock is heated to a pyrolysis state for producing a horizontal thermal layer with the feedstock, which thermally decomposes organic material into carbon as the non-inert additive reacts with the organic material. Vapor is directed downwardly through the feedstock while discharging volatile organic compounds from a lower portion of the chamber. Prior to complete thermal decomposition of the feedstock, the direction of vapor flow within the feedstock is reversed wherein the vapor flows upwardly through the feedstock while the volatile compounds are discharged from an upper portion of the chamber. Pressure and vapor flow within the chamber are regulated during upward vapor flow to regulate vertical movement of the thermal layer within the feedstock for controlling the extent of thermal decomposition of the feedstock.”

CGTC – Thirty Percent (30%)

EWCSC – Thirty Percent (30%)

OWI – Thirty Percent (30%)

Hawaiian Homelands – Ten Percent (10%)

Section 1. - License Fees – Pre-Construction of Joint Venture Owned TCOM Facilities:

The Joint Venture agrees that for each fixed TCOM Facility location and for each Mobile TCOM Unit location that the Joint Venture develops and owns that Lurvey, or his designated entity, or his designated beneficiary should Lurvey become incapacitated or deceased, shall be paid a one-time Licensing Fee per Location in the amount of One Hundred Twenty-Five Thousand Dollars ($125,000) prior to the commencement of construction. This fee will pay for the initial expense of designing the specific equipment needed for either the fixed or mobile locations for the TCOM facilities. This Licensing Fee shall be paid from the initial draw of funding for the respective fixed TCOM Facility Location following that fixed TCOM Facility Location obtaining the required building permits for the construction of the fixed TCOM Facility and upon commencement of the construction or manufacturing of the equipment that will comprise the Mobile TCOM Unit. There shall be NO limitation on the number of such Licensing Fees that shall be paid to Lurvey.

Section 2. – Licensed Technology – No Production Royalties

Mr. Lurvey will provide the TCOM Licensed Technology that will include both the Patent and the related proprietary intellectual property for the development and operation of both the fixed TCOM Facilities and the Mobile TCOM Units. No on-going Production Royalties will be paid to either Mr. Lurvey or to his company, Carbon Geo-Tek Consultants, Inc.

Section 3. – Licensed Technology – Special Prepaid License Fee to CGTC

CGTC is undertaking upgrading its current Demonstration Facility on the island of Oahu. The anticipated financing that will be required to convert the Demonstration Facility into a commercial TCOM Waste Conversion Facility that will solely process Scrap Tires in its three 1 Ton TCOM Processors is Two Million Dollars USD ($2,000,000 USD). EWCSC is

assisting CGTC to obtain this financing. The Joint Venture will make a one-time Special Prepaid License Fee payment from the financing that it obtains from the monetization of the Special Revenue Bond(s) in the amount of Two Million Dollars USD ($2,000,000 USD) to CGTC that will be used by CGTC to retire the indebtedness that it has obtained for the conversion of the Demonstration Facility into a commercial TCOM Waste Conversion Facility. CGTC will continue to own that TCOM Facility “free and clear” with no participation by EWCSC or the Joint Venture following the retirement of the indebtedness.

Section 4. – TCOM Facilities, Mobile Units, and Equipment Design and Acquisition

Mr. Lurvey and CGTC will provide the requisite fixed TCOM Facilities’ design and equipment specifications for the Oahu Facility, the Hawaii Facility, and the Mobile TCOM Units. The Joint Venture will not compensate Mr. Lurvey or CGTC for this work, except as provided in Section 1 above. All TCOM Processing and Auxiliary Equipment will be purchased by the Joint Venture with no fee or mark-up being paid to Mr. Lurvey or CGTC. Further, all TCOM Processing and Auxiliary Equipment may be purchased from any manufacturer in the world based upon specifications and design input from Mr. Lurvey and/or any other entity that is providing design assistance. In addition, no mark-up will be paid to Mr. Lurvey or CGTC for any of the design, specification, development activities, or outside services for these projects, except as provided in Section 1 above.

Section 5. – Development and Operation of the Fixed TCOM Facilities

Section 6. – Development and Operation of the Mobile TCOM Units

Section 7. – Monetization of the Special Revenue Bond(s) and Other Financing

EWCSC will be responsible to arrange for the monetization of the Special Revenue Bond(s) and to arrange any additional financing agreed to by the Parties that is required to carry out the development plans for fixed TCOM Facilities and Mobile TCOM Units as described above, or for additional fixed TCOM Facilities and/or Mobile TCOM Units beyond those described above. EWCSC will not be compensated for its efforts or any results obtained for arranging for the Joint Venture’s financing.

Section 8. – Management Fees

EWCSC will be paid immediately following the end of each calendar quarter a Management Fee equal to Five Percent (5%) of Revenue produced from each fixed TCOM Facility and from each Mobile TCOM Unit. Each calendar quarter or any part of a calendar quarter on a pro rata basis prior to the commercial operation of either a fixed TCOM Facility or a Mobile TCOM Unit, EWCSC will be paid a Management Fee of Seventy-Five Thousand Dollars USD ($75,000 USD).

Section 9. – Technical Data Package

The Parties will agree to establish a continental U.S. location to hold a technical data package and escrowed software code (“TDP”). Assuming that there are variations that will exist between components of TCOM Systems, upgrades, etc., there should be a TDP for each unique TCOM System for each fixed TCOM Facility for each Location or for each Mobile TCOM Unit. This TDP can be used by an authorized contractor, such as but not limited to the use of Technip, that will have the responsibility for the entire equipment installation and possibly the operations of a given TCOM Facility to assure all Parties that a consistent, duplicable, process for construction and parts replacement specifications accurately exists and can be utilized in case of a situation wherein either Mr. Lurvey is incapacitated, otherwise engaged so as to be unavailable, or is deceased. The Parties will also agree to provide for inclusion in the secure escrow location, a copy of the software source code used to operate the TCOM System, including copies of all software upgrades, for the benefit of the Joint Venture upon the need to access, modify or duplicate the software program to operate each specific fixed TCOM Facility or Mobile TCOM Unit. Title to the TDP and the software source code for a specific fixed TCOM Facility or Mobile TCOM Unit shall be transferred to the Joint Venture when the fixed TCOM Facility and/or each Mobile Unit is ready for commercial production of its intended by-products.

Section 10. – Allocation of Income and Income Tax Consequences

The Parties and each of the profit participants set forth in Recital I other than the Parties shall each be responsible for the Income Tax Consequences, if any, from the allocation of net income from the operations of the Joint Venture to each entity. The Joint Venture will file both Federal and State of Hawaii Income Tax returns.

Section 11. – Dispute Resolution

The Parties agree that any disputes that arise that cannot be amicably resolved will be submitting to binding arbitration in Orange County, California with the Parties splitting equally the costs of such arbitration.

Agreed to this day September 22, 2014 by:

Michael J. Lurvey, individually and as CEO of:

Carbon Geo-Tek Consultants Inc.

as Chief Executive Officer

ECO Waste Conversion Solutions Corporation