GREENHOUSE GAS OFFSET MANAGEMENT SERVICES REPRESENTATION AGREEMENT

This Agreement is made this 13^th day of October, 2008, by and between Ecolocap Solutions Inc. (“Principal”) with offices located at 740 rue St Maurice, Suite 102, Montreal , QC, Canada, H3C 1L5 and CantorCO2e, LLC, and its affiliates (“CantorCO2e” or “Agent”) with its headquarters at 110 East 59^th Street, NY, NY, 10022.

As used herein:

“Project” means a Project Activity whose VERs or CERs are owned by or are under the control of, Principal that are listed in Annex A.

“Project Activity” means a Project that results in emission reductions and is developed in accordance with the CDM. Activities whose VERs or CERs are owned by or are under the control of, Principal that are listed in Annex A.

“CDM” or “Clean Development Mechanism” means a Project Activity undertaken in a developing country that has ratified the Kyoto Protocol and which results in emission reductions beyond those which would have happened in the absence of the Project Activity in accordance with the rules and provisions of the Clean Development Mechanism Executive Board to the Kyoto Protocol.

“Services” means the tasks outlined in the attached Scope of Services.

 “Transaction” means the sale, lease, sale of an option to purchase, or other transfer of VERs or CERs.

 “pre-CDM VERs” or “pre- Clean Development Mechanism Verified Emission Reductions” means one metric ton (tonne) of CO2e greenhouse gas reduction that is (i) generated by a Project Activity prior to registration as a CDM and has been developed in accordance with the rules and provisions of the Clean Development Mechanism Executive Board and which will be validated and verified according to relevant provisions.

“CER” or “Certified Emission Reduction” means one metric ton (tonne) of CO2e greenhouse gas reduction that is “(i) generated by a Project Activity in accordance with the rules and provisions of the Clean Development Mechanism Executive Board and which will be validated and verified according to said provisions.

Principal is interested in developing and offering for sale CERs and potentially, pre-CDM VERS from potential Project Activities. Based on information provided by Principal, certain CERs and pre-CDM VERS could potentially be quantified and sold in the marketplace.

Principal wishes to appoint CantorCO2e (i) to develop the project documents where required to quantify the potential emission reductions associated with projects developed within selected “Project Activities”,(ii) to coordinate the process of validation, verification and (iii) to act as its

broker in connection with Transactions, and CantorCO2e wishes to accept such appointment.

In consideration of the mutual covenants and conditions contained in this Agreement, the parties agree to the following terms and conditions:

Appointment as Agent. Principal hereby appoints CantorCO2e as its sole and exclusive Agent to procure a buyer, option buyer, or lessee of CERs and pre-CDM VERS.

Tasks. CantorCO2e will perform the Scope of Services outlined in Annex B and summarized in Table 1 which is also contained therein.

Compensation. Except as provided in Paragraph 4.G., CantorCO2e will receive compensation as outlined in Table 1 of Annex B and Schedule 1 (Brokerage Schedule).

Principal understands that some of the costs/fees are payable to CantorCO2e but also understands that in some cases the Principal is required to contract for, and pay for, services to a third party (eg., validation, verification, registration, issuance, etc.). Principal also understands and agrees that Principal is to implement and follow a monitoring plan which will form the basis for annual verification.

The referenced success based Commissions, are attached as Schedule 1 and shall be due upon Principal’s receipt of CERs and/or pre-CDM VERS from the appropriate issuing body, or proceeds from a Transaction (whichever occurs first) that results from Cantor CO2e’s completion of the relevant Task; provided, however, if Principal agrees to transfer the CERs and pre-CDM VERS without receipt of proceeds (including, but not limited to, by donation for value) to any entity during the term of this Agreement, Principal agrees that it shall pay CantorCO2e success based Commissions based on the CER and/or pre-CDM VER transfer value, the commission structure for which is outlined on a volume basis in Schedule 1. For the purposes of this paragraph, "transfer value" shall be calculated by multiplying the tonnes per year transferred by the weighted average market price of all pre-CDM VERs and/or primary market transactions during the three months prior to the date of donation. In the case that the CERs being transferred are issued, the “transfer value” shall be calculated by multiplying the tonnes (volume) by the weighted average market price for spot CERs as reported either by the London Energy Brokers Association (LEBA) index or the European Carbon Exchange in the 5 days prior to the transfer by the Principal. For VERs, the transfer value will be calculated as an average of the three most recent transactions in the relevant VER market.

Counter party Commission. In the event of a Transaction, Principal agrees that CantorCO2e reserves the right to collect an additional commission from the buyer, lessor, option buyer and or transferor.

CantorCO2e's Authority. CantorCO2e shall not be authorized to bind Principal to any Emission Reduction Purchase and Sale Agreement. CantorCO2e shall obtain bids from potential buyers and present all such bids relating to a proposed Transaction to Principal for its due consideration. However, Principal agrees that all bids presented by CantorCO2e to Principal will be considered seriously.

Term of Agreement. This Agreement shall commence on the date cited in Paragraph 1 above, shall continue for two years, and shall continue thereafter until terminated in

writing, on 30 days prior written notice by one party to the other party. After one year of commencement of this Agreement, the Principal may terminate this Agreement upon thirty days (30 days) written notice if CantorCO2e is not reasonably performing, in a timely manner, the tasks set out in the scope of services attached to this Agreement for reasons that are within its control (i.e., for reasons other than those associated with, or as a result of, for example, information not being provided by the client, a result of, for example, information not being provided by the client, issues with the DOE validation and/or verification process and the Clean Development Mechanism Executive Board (CDM-EB) approval process and the timi ng thereof).

Principal’s alternatives for projects if designated as not feasible by CantorCO2e. CantorCO2e and Principal will work together to evaluate the feasibility of the potential CER and/or VER projects in Principal’s portfolio (present or contemplated). If there are projects that CantorCO2e identifies which it considers to not be feasible for further development under this Agreement and elects not to pursue those projects and/or include those projects under this Agreement (ie., to exclude those projects from the Agreement), Principal has the alternative to pursue other avenues after thirty days with respect to those specific projects.

Post-Termination Fees.

Within 30 days of the termination of this Agreement for any reason (“Termination Event”), CantorCO2e will provide to Principal a statement (the “Pending Transactions List”) setting forth the names of all outstanding prospective counter- parties to a Transaction who have been contacted by CantorCO2e (each, together with its respective affiliates, a “Potential Customer”), including copies of any draft term sheets with such parties (the “Pending Transactions”). Within 30 days of receipt of the list of Pending Transactions, Principal will notify CantorCO2e in writing of any Pending Transactions set forth on the list of Pending Transactions that it wishes to continue to pursue. CantorCO2e may, at its option, provide Principal with Services to successfully consummate such Pending Transactions. In the event that CantorCO2e declines to continue to provide Services, CantorCO2e shall use commercially reasonable efforts to assist Principal or a third party designated by Principal in assuming the negotiation of such Pending Transactions during the thirty (30) day period following CantorCO2e’s notice to Principal that CantorCO2e does not intend to provide Services. For the avoidance of doubt, CantorCO2e shall be entitled to payment in accordance with Paragraph 4.C. (and outlined in Schedule 1) with respect to any sales of Products pursuant to a Pending Transaction, whether or not CantorCO2e continues to provide Services with respect thereto followi ng termination of this Agreement.

In the event that Principal terminates this Agreement for any reason, Principal shall pay to CantorCO2e all fees for Services rendered to date and for the success based Commission (whether in cash or CERs) earned by CantorCO2e with respect to all Transactions prior to such termination. If following such termination, Principal completes a Transaction with a Potential Customer, Principal shall pay to CantorCO2e its success based compensation as set out in Table 1 of Annex B.

Assignment; Change in Control. Principal may not assign this Agreement without CantorCO2e’s consent, which shall not be unreasonably withheld. If this agreement is assigned without the consent of Agent such event shall be a termination event as provided under Section G(a).

Representation. Principal agrees that CantorCO2e may represent other potential buyers, sellers, lessees and/or lessors of CERs and pre-CDM VERS, or perform other activities related to its business, during and after the term of this Agreement. In addition, Principal understands that should CantorCO2e represent a third party, CantorCO2e may be required to disclose material facts concerning Principal's positions to such third party.

Principal hereby consents that CantorCO2e may disclose such information to a third party as necessary or desirable for CantorCO2e to conduct its business.

Exclusive Agent. Principal agrees to pay CantorCO2e compensation as contemplated by Paragraph 4.C hereunder if within one year following the termination of this Agreement, Principal sells, options, leases or sells the CERs and pre-CDM VERS to any person or corporation whom CantorCO2e contacted prior to the expiration of this Agreement with regards to CERs and pre-CDM VERS owned by, or under the control of, Principal.

Principal agrees to cooperate with CantorCO2e during the term of this Agreement and will direct all persons making inquiries concerning CERs and pre-CDM VERS to CantorCO2e. The obligations contained in Paragraph 4.C. and in this paragraph 4.K. shall survive termination of this Agreement.

Level of Effort. In consideration of the above, CantorCO2e agrees to: a) assist Principal to provide the services noted in paragraph 4.B.; b) use reasonable efforts to find ready, willing and able buyers(s) for Principal's VER and CER requirements; and c) assist Principal in determining the quantity of CERs and pre-CDM VERS that can be approved for transfer and sale, provided, however, CantorCO2e makes no representation, warranty, or guarantee that it will be able to sell, sell an option(s) to purchase, lease or otherwise obtain Principal's CERs and pre-CDM VERS and CantorCO2e does not guarantee or warrant performance hereunder.

Whether by way of an action for breach of contract, warranty, tort (including negligence), indemnity, contribution or otherwise, in no event shall CantorCO2e, its affiliates, officers, directors, or employees be liable for direct damages in excess of the lesser of (a) the total fees actually received by CantorCO2e pursuant to this Agreement or (b) $50,000, whichever is less, or for consequential, special (including, without limitation, loss of use of facility or capital, lost sales or profits, third-party claims, etc.) or incidental damages in any amount.

Payment Schedule. Principal agrees that it shall pay a pro rata share of any partial payments received on any transaction conducted through CantorCO2e at the rate listed in Schedule 1 (3.5% - 5%) based on volume of CERs or VERs transacted and payments received. All payments due to CantorCO2e hereunder shall be remitted within thirty (30) days of due date. Principal agrees that it shall pay CantorCO2e for any additional services other than the brokerage services contemplated hereunder within thirty (30) days of date of invoice. Principal agrees to pay one and one-half percent (1 ½%) interest per month for any payments due by Principal to CantorCO2e not paid within thirty (30) days of due date.

Accounting. To ensure that CantorCO2e has a method of accounting for compensation or other payments due under this Agreement, Principal agrees to provide CantorCO2e with unaltered copies of any and all contracts or agreements for Transactions. CantorCO2e has the right to reasonably request an accounting of monies paid pursuant to all Transactions undertaken or completed during the term of this Agreement, and Principal agrees to promptly provide such accounting.

Miscellaneous. (a) Nothing in this Agreement shall be deemed to create a joint venture, franchise, partnership or Principal-CantorCO2e relationship between CantorCO2e and Principal, except as explicitly set forth herein.

coordinate the CDM process for the identified Clean Development Mechanism (CDM) Project Activities for generating Certified Emission Reductions (CERs) including:

develop the Project Design Documents (PDDs) where required based on the application of an approved baseline methodology; a monitoring and verification plan; and, coordination of stakeholder consultation

assist to obtain the approval by the Designated National Authority (DNA), where required

coordinate validation and verification of the CDM projects by a Designated Operational Entity (DOE),

assisting in the registration by the UNFCCC’s CDM Executive Board where required

coordinate the annual verification and certification to be carried out by a DOE

Manage the marketing and sale of the resulting CERs and potentially pre-CDM VERs from the identified projects for the entire crediting period of the projects, through CantorCO2e’s large network of carbon buyers in Europe, Japan and North America to obtain the best market prices and a robust contract. The process to be followed is:

CantorCO2e and its associates would become project participants, obtain UK government approval and accept your CERs into our escrow account

safekeeping your CERs in a well ‘ring fenced’ escrow account for facilitating spot sales and providing assurance to buyers

organize the bidding process or an auction amongst more than 130 buyers accessible to CantorCO2e.

facilitate the signing of ERPA(s) and deliveries from both ways. We envisage concluding multiple tranches of sales constituting spot sale, forward sale, auctions etc. through different mechanisms – bidding, auctions etc and multiple transaction structures of fixed prices, market link prices, securitization of cash flow and combinations thereof.