CARBONDEVELOPMENT AGREEMENT THIS AGREEMENT isdated January 14, 2011 BETWEEN: BIO-CARBONSOLUTIONS INTERNATIONAL INC A Nevadacorporation having an address at: 123 QueenSt East, suite 202 Sault SteMarie, Ontario, CanadaP6A 2Z5 AsBCSI AND: BASIAHOLDINGS, INC. ATennessee corporation having an address at: 18 EastSunrise Highway Suite 311 Freeport, NY 11520 AsBASIA

5.1

Each Party shall treat as confidential information this CDA, the subject matter hereof, and all other discussions, draft agreements, agreements, information, reports, data, test results, marketing, product and cost information, business opportunities, knowhow, research and analyses related to the Parties’ Technologies or this CDA the “Confidential Information”).  The standard of care to be used in protecting the Confidential Information hereunder shall be the same degree of care the Parties use to protect their own confidential information, but in any event, shall not be less than a reasonable degree of care practised by diligent and prudent persons in similar circumstances.

5.2

Confidential Information shall be used by the receiving Party only for purposes of the actions specifically contemplated by this CDA and shall be promptly returned to the disclosing Party on the written request of the disclosing Party. Each Party shall restrict the disclosure of Confidential Information to those of its employees and agents who have a need to know such information relative to this CDA and shall only disclose such Confidential Information to those persons who have agreed to receive, hold and use such information subject to the terms and restrictions of this CDA.

5.3

Notwithstanding the above, this section  imposes no obligation on the receiving Party with respect to information that:

 

(a)

is or becomes a matter of public knowledge through no fault of the receiving Party,

 

(b)

is rightfully received by the receiving Party from a third party without a duty of confidentiality,

 

(d)

is disclosed by the receiving Party with the disclosing Party's prior written consent.

6.1

Each Party represents and warrants that it has all corporate approvals and the independent right and power to enter into this CDA.

6.2

BASIA and BCSI agree that BCSI offer no guaranty regarding the eligibilty of the project with respect to carbon credits.  BCSI will exert best efforts to secure carbon credit benefits to BASIA.

6.3

BASIA agrees that BCSI is a carbon development company and has carbon development agreements with other parties who may or may not compete with BASIA.

10.1

Partnership: Nothing in this CDA is intended to imply the existence of a partnership, joint venture, or agency relationship between the Parties.

10.2

Time of Essence: Time is of the essence with respect to this CDA and the performance of each obligation of each Party hereunder unless otherwise expressly stated.

10.3

Amendments: No modifications, waivers or amendments to this CDA shall be effective unless in writing and signed all Parties.

10.4

Assignment: Neither Party may assign or transfer this Agreement or any of its rights or obligations under this CDA, without the prior written consent of the other party.

10.5

Governing Law: This CDA will be governed by and interpreted exclusively in accordance with the laws of the Province of Ontario, Canada and the Parties hereby irrevocably attorn to the jurisdiction of the courts of the Province of Ontario for matters which are not properly the subject of Part 9.

10.6

Costs: Each Party will be responsible for its own costs in relation to any activities covered by this CDA and the negotiation of the Commercial Agreements, unless otherwise indicated.

10.7

Further Assurances: Each Party will execute and deliver such further and other agreements, documents and instruments and do such further acts and things as are within its power and as may be necessary or desirable to fully implement and carry out the terms of this CDA that are expressed to be legally enforceable as and from the time of execution hereof.

10.8

Entire Agreement: This CDA supersedes any prior understandings, agreements or proposals (written or oral) between the Parties as to the subject matter of this CDA.