EMISSION REDUCTION PURCHASE AGREEMENT (ERPA)

EX-10.11 12 exhibit1011.htm EXHIBIT 10.11 exhibit1011.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

Emission Reduction Purchase Agreement Page 1 of 11

Exhibit 10.11

EMISSION REDUCTION PURCHASE AGREEMENT

(ERPA)

between

(the "Purchaser")

ECOLOCAP SOLUTIONS (CANADA) INC (ECOLOCAP)

740 St Maurice suite 102
Montreal, QC H3C1L5
Canada
Tel : 5148763907
Fax: 5148764080
Email: ***@***

President-CEO : Dr. Tri Vu Truong

and

(the " NAM XAY NOI Hydro Power – CDM Project Proponent”)., henceforth
“VIETNAM PROJECT PROPONENT”

Owner: LAO CAI ENERGY & RESOURCES INVESTERMENT JOIN STOCK COMPANY, VIET NAM

Address: P201; CT1-2; Me Tri Ha, Tu Lien District, Ha noi
Telephone: (084) 4 ###-###-####.
Fax : (084) 4 ###-###-####
Email: ***@***; ***@***

General Director: Tran Quoc Viet

Interpretation and Definitions

In this Agreement, unless otherwise required by the context, all capitalized terms shall have the meaning set forth in the definitions below.

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Additional	Means any Certified Emission Reduction (CER) generated by the Project
Emission	that is in excess of [50,000] Certified Emission Reductions (CERs) per
Reduction:	annum.

Agreement:	Means this Emission Reduction Purchase Agreement.

Annex B Countries:	Means the countries listed in Annex B to the Kyoto Protocol having
	committed themselves to reduce or limit their GHG emissions.

Annex I Countries:	Means the parties to the UNFCCC listed in Annex I thereto (Annex I
	consists of industrial countries and countries in transition).

Anticipated	Means up to [50,000] Certified Emission Reductions (CERs) per annum
Emission	during the Crediting Period, anticipated to be generated by the Project
Reduction:	and calculated in accordance with the Kyoto Rules.

Baseline:	Means the scenario that reasonably represents the anthropogenic
	emissions of GHG that would occur in the Host Country in the absence of
	the Project, determined in accordance with the Kyoto Rules.

Business Day:	Means a day on which banks are open for general business in Vietnam.

Carbon Dioxide	Means a metric measure used to compare the emissions of various GHG
Equivalent:	based upon their global warming potential.

Certification:	Means the written confirmation by an Operational Entity of an Emission
	Reduction resulting from a CDM project and having passed the
	Verification procedure according to the Kyoto Rules.

Certified Emission	Means a unit of Emission Reduction issued pursuant to Article 12 of the
Reduction (CER):	Kyoto Protocol and the requirements of the Kyoto Rules (including
	Certification), equal to one metric ton of Carbon Dioxide Equivalent
	resulting from a CDM project.

Clean Development	Means the flexible mechanism established by Article 12 of the Kyoto
Mechanism (CDM) :	Protocol providing for Annex I Countries to implement projects that reduce
	emissions in non-Annex I Countries in return for CERs and assist the non-
	Annex I Countries in achieving sustainable development and contributing
	to the ultimate objective of the UNFCCC.

Crediting Period:	Means, until December 31, 2026.

Emission	Means reduction in emission of GHG achieved, calculated in accordance
Reduction:	with the Kyoto Rules.

Executive Board:	Means the international authority elected by the representatives of the
	parties to the Kyoto Protocol responsible for monitoring the CDM process.

First Commitment	Means 10^thJune 2008 until December 31, 2012 .
Period:

Force Majeure:	Means any circumstance or condition beyond the control of either party to
	this Agreement affecting the performance of its obligations under this
	Agreement including in particular wars, insurrection, natural disaster or
	equivalent circumstances.

Greenhouse Gases	Means the six gases listed in Annex A to the Kyoto Protocol.
(GHG):

Host Country:	Vietnam

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Kyoto Protocol:	Means the protocol to the UNFCCC adopted at the third conference of the
	parties to the UNFCCC in Kyoto, Japan, on December 11, 1997.

Kyoto Rules:	Means the UNFCCC, Kyoto Protocol, the Bonn agreement, the
	Marrakesh Accords, any relevant decisions, guidelines, modalities and
	procedures made pursuant to them and/or any succeeding international
	agreements as amended and/or supplemented from time to time and
	which include those rules specifically required to be met for the issuing
	and transfer of CERs.

Letter of Approval	Means a binding approval of the Project by the Host Country together with
(LOA):	an approval of the transfer of CERs.

Monitoring Report:	Means an annual report to be provided by Owner setting out the total
	number of Emission Reductions generated by the Project during the
	previous year according to the Kyoto Rules, international Monitoring rules
	and the PDD.

Monitoring:	Means the collection and record of data allowing the assessment of
	reductions in GHG emissions resulting from the Project conducted in
	accordance with the Kyoto Rules.

Operational Entity:	Means an independent entity accredited by the Executive Board being the
	executive body for CDM and inter alias responsible for determining
	whether a project and the resulting Emission Reductions meet the
	requirements of Article 12 of the Kyoto Protocol.

Project Design	Means a detailed description of the Project to be submitted for Validation
Document (PDD):	prepared in accordance with the Kyoto Rules, the UFG and the Directive
	and attached as Annex III. The Purchaser will be responsible for providing
PDD development for Registration of the Project.

Project:	Means the proposed CDM project described in the PDD and other
	documents describing the implementation and economics of the Project
	attached in Annex IV.

Registration:	Means the official registration of a CDM project by the Executive Board
	according to the Kyoto Rules.

UNFCCC:	Means the United Nations Framework Convention on Climate Change
	adopted in New York on May 9, 1992.

Unit Price:	Means the price payable by Purchaser to Project Proponent per Certified
	Emission Reduction (CER) unit:

	The purchase unit price paid by EcoloCap Solutions Canada Inc. to Viet
	Nam Project Proponent for the CER is fixed at (12)$US/CER, less
	applicable tax and sale commission, for the year 2008 to 2012 and a new
	agreement for purchase unit price will be negotiated for the two periods of
	extension.

	The amount paid to the Viet Nam Project Proponent for the total certified
	CER generated from this project is fixed at (85)% of the total value of
	CER at this above mentioned purchase price ($(12)US), less commission,
	applicable tax and the one time reimbursement of an amount of
	$(75,000)USD to Ecolocap Solutions inc for funding the CDM process.

	TERM:

	Ecolocap Solutions inc will purchase certified CER generated by this
	project for the year 2008 to 2012 with options of extension for two others
	of 7 years, the period 2013-2026, under same terms and conditions.

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Validation:		Means the assessment of the PDD, including the Baseline, by an
		Operational Entity, determining its compliance with the Kyoto Rules.

Verification:		Means the periodic independent review and ex post determination of the
		monitored reductions in GHG emissions that the Project has achieved
		during a specified period of time by an Operational Entity in accordance
		with the Kyoto Rules. The project's owner will be Responsible for
		providing periodical monitoring.


Unless otherwise specified, references to clauses are to clauses of this Agreement, references to
legal provisions are references to such provisions as in effect from time to time, use of a gender
includes any gender and use of the plural includes the singular and vice versa where the context
requires.

All headings and titles are inserted for convenience only and shall not be deemed part of this
Agreement or taken into consideration in its interpretation.


1. Preamble

	The Project is located on the territory of the Host Country.


2.	Contractual Obligations

2.1.	Anticipated Emission Reductions

2.1.1.	Upon Registration of the Project, Purchaser shall endeavor to implement the Project in
	accordance with the PDD and other documents describing the implementation and
	economics of the project attached in Annex IV at its own risk and expense. It is hereby
	acknowledged and agreed between the parties hereto that Purchaser does not warrant
	the generation of, and is not obliged to generate, any CERs, whether by the Project or
	otherwise.

2.1.2.	If the Project generates CERs, during the crediting period Project Proponent shall, to
	the extent it is legally possible and permissible, exclusively transfer or cause to be
	transferred to Purchaser all rights (and, to the extent legally possible and permissible,
	legal title) which Project Proponent may have in the Anticipated Emission Reductions
	generated during the Crediting Period to Purchaser.

2.1.3.	Purchaser shall pay to Project Proponent the Unit Price for each Anticipated Emission
	Reduction generated by the Project and in which the Project Proponent's rights are
	transferred to Purchaser in accordance with clause 3 below.

2.2.	Additional Emission Reductions

2.2.1.	If Additional Emission Reductions are generated by the Project during the Crediting
	Period, Project Proponent shall offer any Additional Emission Reductions to Purchaser
	subject to the terms and conditions of this Agreement and at a price per Additional
	Emission Reduction equal to the Unit Price. If Purchaser does not wishes to exercise
	the purchase option then Project Proponent may deal with the Additional Emission
	Reductions as it wishes.

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2.2.2.	Additional Emission Reductions offer by the Purchaser shall be made as soon as
	possible after such Additional Emission Reductions have been generated, but no later
	than December 31 of the year subsequent to the calendar year in which such
	Additional Emission Reductions have been generated.

2.2.3.	Purchaser shall be entitled to accept such offer as a whole or in part and shall notify to
	Project Proponent within one month after receipt of such offer, whether and to what
	extent it accepts the offer. If Purchaser does not respond within this deadline the offer
	shall be deemed to be rejected by Purchaser.

2.2.4.	To the extent Purchaser accepts the offer, Project Proponent shall, to the extent it is
	legally possible and permissible, transfer or cause to be transferred to Purchaser all
	rights (and, to the extent legally possible and permissible, legal title) which Project
	Proponent may have in those Additional Emission Reductions in respect of which
	Purchaser has accepted such offer, within two months after acceptance of such offer
	by Purchaser.

2.2.5.	To the extent Purchaser rejects such offer of Additional Emission Reductions or such
	offer is deemed rejected by Purchaser, Project Proponent shall be free to enter into
	contracts with other parties for the sale of such Additional Emission Reductions or to
	otherwise deal with such Additional Emission Reductions as Project Proponent wishes.

2.2.6.	Purchaser shall pay to Project Proponent a price equal to the Unit Price for each
	Additional Emission Reduction in respect of which Purchaser has accepted such offer.

2.3.	Emission Reductions generated after the Crediting Period

	If the Project generates any Certified Emission Reductions after the Crediting Period,
	Purchaser shall enter into negotiations with Project Proponent with a view to
	concluding an agreement on the purchase of such Certified Emission Reductions
	based on the principles of this Agreement but amended in order to reflect the
	international and/or national rules then applicable.



3.	Transfer

	Transfer to Purchaser of all the rights (and, to the extent legally possible and
	permissible, legal title) which Project Proponent may have in a Certified Emission
	Reduction shall have occurred upon the transfer of a CER from the register of the
	Executive Board to a register in favor of Purchaser or such other account or register
	Purchaser has notified to Project Proponent in writing.



4.	Payment

4.1.	Payment for Certified Emission Reductions

4.1.1.	Payment by Purchaser to Project Proponent for the Certified Emission Reductions (the
	rights in which are transferred pursuant to clause 3) shall be made on the last Business
	Day of the month in which a 40 Business Day period, starting at the day on which
	Purchaser has received satisfactory evidence of the transfer as provided for in Clause
	3, has elapsed.

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4.1.2.	All payments shall be made to the accounts from time to time and tobe notified to the
	other party in writing.

4.1.3.	All payments shall be made in US Dollars.

4.1.4.	Subject to clause 4.1.5 below, all taxes, fees, costs or other expenses in connection
	with the generation of CERs by the Project and their Registration and transfer
	(including VAT in any jurisdiction Purchaser duly notifies Project Proponent to transfer
	CERs as in Clause 3, if applicable) shall be borne by Project Proponent and purchaser.

4.1.5.	The share of the proceeds from CERs generated by the Project to be used to cover
	administrative expenses according to the Kyoto Rules shall be borne by Project
	Proponent and Purchaser in equal shares .

	The share of the proceeds from CERs generated by the Project to be used to assist
	developing countries that are particularly vulnerable to the adverse effects of climate
	change to meet the costs of adaptation according to the Kyoto Rules shall be borne by
	Project Proponent and Purchaser in equal shares.


5.	Termination and Remedies

5.1.	Either party (the "Non-defaulting Party") shall be entitled to terminate this Agreement
	by written notice to the other party with immediate effect if any of the following events
	occurs:

5.1.1.	the other party commits a breach of any of its obligations under this Agreement and, in
	the case of a breach capable of being remedied, such breach remains for more than 30
	Business Days after it has been requested in writing by the Non-defaulting Party to
	remedy the breach; or

5.1.2.	the other party goes into liquidation (whether voluntary or otherwise), is unable to pay
	its debts as they fall due, is wound up, makes any compromise, composition or other
	arrangement with its creditors generally, or becomes subject to any administration
	order.

5.2.	Force Majeure

	Should either party be impeded wholly or in part from fulfilling any of its obligations
	under the Agreement for reasons of Force Majeure, such obligation shall be suspended
	to the extent and for as long as such obligation is affected by Force Majeure and the
	impeded party shall be entitled to such extension of time as may be reasonably
	necessary.

	Either party shall notify the other party of the existence and date of beginning of an
	event of Force Majeure that is likely to impede its performance under the Agreement
	within 5 Business Days after having obtained knowledge of any such event. Either
	party shall likewise advise the other of the date when such event ended and shall also
	specify the re-determined time by which the performance of its obligations hereunder is
	to be completed.

	Project Proponent and Purchaser shall consult with each other with a view of
	determining any further appropriate action if a condition of Force Majeure is to continue
	after 20 Business Days from the date of giving notice thereof.

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	Neither party shall be liable for damages or have the right to terminate this Agreement
	for any delay in performing hereunder if such delay is caused by Force Majeure;
	provided, however, that the non-impeded party shall be entitled to terminate such part
	of the Agreement that remains unfulfilled, if the condition of Force Majeure is to
	continue after 6 months from the date of giving notice thereof.


6.	Change in Circumstances

	If any change in circumstances (i.e. a change of scientific basics or applicable
	standards relating to the Baseline methodology and/or the applicable criteria for
	Verification and Certification of the resulting Emission Reductions) occurs which
	substantially affects the Project, the parties to this Agreement shall enter into
	negotiations with a view to adapt the Project and its implementation or any relevant
	provision of this Agreement, as may be necessary or useful. A change in
	circumstances shall in no event be considered substantially affecting the Project if at
	least 50% of the Anticipated Emission Reductions can be generated.

	The parties to this Agreement shall cooperate and make their best efforts to enable the
	continuation of the Project in accordance with the new circumstances and to achieve
	the generation and transfer of the Anticipated Emission Reductions.

	If any of the documents related to the Project and submitted at any time during the term
	of this Agreement fails to be approved by such authority whose approval is required
	under the Kyoto Rules or otherwise appears to be non-compliant with any relevant
	standards or conditions of the Kyoto Rules, Project Proponent and Purchaser shall
	discuss whether or not the relevant documents are to be revised and resubmitted.


7.	Conditions Precedent

	This Agreement shall enter into force upon satisfaction of the following conditions
	precedent:

	1. Conclusion of a binding agreement with the Host Country.



8.	Miscellaneous

8.1.	Assignment and subcontracting
	Neither party shall, without the written consent of the other party, assign or transfer the
	Agreement or the benefits or obligations thereof or any part thereof to any other
	person.

8.2.	Confidentiality and Disclosure
	The parties shall treat as confidential all information obtained as a result of entering
	into or performing this Agreement which relates to the provisions of this Agreement, the
	negotiations relating to this Agreement and the subject matter of this Agreement.

	No party shall disclose any such confidential information to any third party, except in
	those circumstances where disclosure is required in order to comply with any laws or
	regulations, including without limitations the Kyoto Rules.

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8.3.	Notices

	Any communications to be made under or in connection with this Agreement shall be
	made in writing (including by facsimile) to the address or facsimile number, from time to
	time designated by the party to whom the communication is to be made to the other
	party for that purpose. The address and facsimile number so designated are set out in
	Annex [I] hereto. A

	Communication will only be effected, if sent by mail, when delivered to or rejected by
	the recipient, if sent by facsimile, when a transmission report shows that the facsimile
	has been sent.

8.4.	Entire Agreement

	This Agreement embodies the whole and only agreement of the parties with respect to
	the subject matter hereof, and no prior or contemporaneous oral or written agreement
	or understanding shall be deemed to constitute a part of this Agreement, unless
	expressly referred to herein, or attached hereto, or specifically incorporated by
	reference herein. The Annexes and schedules to this Agreement constitute integral
	parts of this Agreement and shall therefore be deemed part of this Agreement.


8.5.	Amendments

	This Agreement may only be amended with the written consent of the parties hereto.

8.6.	Costs and Expenses

	Each party shall bear its own costs and expenses in relation to the negotiation,
	preparation, execution and carrying into effect of this Agreement.

8.7.	Severability

	If any part or provision of the Agreement is or becomes illegal, void or unenforceable in
	any respect, the remaining parts or provisions shall not be affected or impaired. Any
	deficiency in the Agreement resulting there from shall be amended by way of
	interpretation of the Agreement having due regard to the parties intent.

8.8.	Governing law

	This Agreement shall be governed and construed in accordance with English law
	excluding its rules on conflicts of laws.

8.9.	Jurisdiction

	The parties irrevocably submit to the exclusive jurisdiction of the courts having
	jurisdiction in commercial matters for England with regard to all disputes arising out of
	or in connection with this Agreement, its violation, termination or nullity.

8.10.	Counterparts

	This Agreement shall be executed in two counterparts with one copy for Project
	Proponent and one for Purchaser. If there are any discrepancies between the English
	and the Vietnamese version, the English version will prevail .

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PARTIES TO THE AGREEMENT

WHEREOF the parties have agreed to the terms and conditions of this agreement as outlined above, this 10^thday of June, 2008, in the presence of:

Purchaser:




	DR. TRI VU TRUONG
	President-CEO : Dr. Tri Vu Truong

Project Proponent:




	TRAN QUOC VIET
	General Director: Tran Quoc Viet



Witness No 1	Witness No 2




BUI THI LAN HUONG	LE VAN TAN
MSc. Bui Thi Lan Huong	Le Van Tan-Engineer
Biology Energy-Waste Treatment	Vietnam
(Vietnam) Ltd.

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ANNEX I:

1. The salient features of Nam Xay Noi Hydro Power Project at Nam Xay Ward, Van Ban District in Lao cai Province, Vietnam.

No	Parameters	Symbols	Units	Terrace 1A	Terrace 1B
No	Parameters	Symbols	Units	Terrace 1A	Terrace 1B
1	Catchment area	F	km²	28,0	38,0
2	Long-term average annual rainfall	Xo	mm	2300	2300
3	Average flow	Q0	m³ /s	1,28	1,80
4	Total amount of average annual flow	W0	10⁶ m³	40,36	56,76
5	Specific runoff	M0	l/s.km²	40	40
6	Normal water level	MNDBT	m	1340	930
7	Dead water level	MNC	m	1336	927
8	Surface area with normal water level	F	Km²	2.9	1.0
9	Designed head	Htt	m	373.48	208,84
10	Designed discharge	Q_TK	m3 /s	2,8	3,6
11	Installation capacity	Nlm	MW	8,0	6,4
12	Firm capacity P=85%	Ndb	MW	0,96	0,74
13	Number of unit	z		02	02
14	Estimated Annual Electricity Generation	Eo	10⁶ kWh	25,63	20,6
15	Estimated Annual Operation Hours	h_sd	h	3203	3219
16	Annual estimation of the emission reduction, tCO₂eq	CERs	tCO₂eq	14865,4	11948
16	Annual estimation of the emission reduction, tCO₂eq	CERs	tCO₂eq	14865,4	11948
17	Resettlement		person	0	0
18	Compensation (land, tree, farm, property, etc...)		10 6 USD	0.30	0.26
19	It is run off river hydropower plant			Day & night	Day & night
19	It is run off river hydropower plant			Day & night	Day & night
20	New hydropower project with reservoirs having power densities (installed capacity devided by the surface area at full reservoir level) greater than 4 W/m².

2. Project time schedule.

- Year of 2008: Compensation and clearing of the ground 1B and construction of the access road to the plant will be carried out by the 2^ndquarter of 2008.

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- Year of 2009: Preparing work and construction of Nam Xay Noi 1B
- Year of 2010: Operation of 2 units of Nam Xay Noi 1B by the 2^ndquarter of 2010.
- -Compensation and clearing of the ground 1A will be finished by the end of the 2^ndquarter of 2010.
- Year of 2011: Preparing work and construction of Nam Xay Noi 1A
- Year of 2012: Operation of 2 units of Nam Xay Noi 1A by the 2^ndquarter of 2012

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