NOTE 11 - COMMITMENTS AND CONTINGENCIES

Operating Lease Commitments

Future commitments under non-cancellable operating leases for office and warehouse space as of December 31, 2013 are as follows:

For the years ended December 31, 2013 and 2012, rent expense was $301,700 and $292,100, respectively.

Other Joint Ventures Operations

In April 2013, MV Technologies, Inc (“MV”) and RCM International, LLC (“RCM”) entered into a Joint Development and Marketing Agreement to develop, implement, market and distribute certain hybrid scrubber systems that employ elements of RCM Technology and MV Technology (the “Joint Venture”). The contractual Joint Venture shall have an initial term of five years and will automatically renew for successive one year periods unless either Party gives the other Party one hundred and eighty (180) days notice prior to the applicable renewal date that it will not renew the Agreement or unless terminated in accordance with the terms of this Agreement.

RCM shall supply, under license to MV for use in the Joint Venture only, RCM biological scrubber technology and MV shall supply, under license to RCM for use in the Joint Venture only, MV Technology, including its products marketed under the H2SPlus™ System trademark or trade name. The sale of biogas conditioning products having both biological and chemical scrubber components by either party will be subject to a royalty of up to 17% due to the joint venture.

Absent specific agreement to the contrary, each Party that sells a Product (“Selling Party”) shall pay, upon sale of such Product, a royalty of seventeen percent (17%) (the “Royalty Payment”) of the Standard Market Price, composed of a fifteen percent increment and a two percent increment. So long as, at the close of business on the day that the sale of the Product is finalized, the balance within the JV Account is less than ten thousand dollars ($10,000), the Selling Party shall pay the two percent increment into the JV Account and the fifteen percent increment to the other Party. If, at the close of business on the day that the sale of the Product is finalized, the balance within the JV Account is ten thousand dollars ($10,000) or greater, the Selling Party shall pay to the other Party the entire Royalty Payment; that is, both the fifteen percent increment and the two percent increment.

Venture Costs will be paid first from the JV Account to the extent that said account has available funds. Venture Costs in excess of funds available in the JV Account shall be equally shared between the Parties. Equalizing payments by the Parties shall be made quarterly and within thirty (30) days of the date of the respective quarterly reconciliation that shall be conducted on March 31, June 30, September 30 and December 31 each year during which the Agreement is in effect. Operations to date of the Joint Venture have been limited to formation activities.