TECHNO-COMMERCIALAGREEMENT BETWEEN CLENERGENCORPORATION AND BIOMASS2 BIOPOWER (QA) LIMITED AND ENHANCEDBIOFUELS AND TECHNOLOGIES PRIVATE LIMITED JUNE2ND2010 TECHNO-COMMERCIALAGREEMENT

2.1.1

CC will sub lease 20 acres of land, commencing Spetember 1st 2010, located at NGO colony, Coimbature (12 acres) and Karumbuthottam, Coimbature (8 acres)  for a minimum period of 5 years that is currently leased by B2B and located within 5km from its R&D laboratory in Coimbatore. The purpose will be to establish a clonal evaluation farm and for the  supply of mother stock for CC energy crop plantations. B2B will be responsible for sourcing varieties of Melia dubia for the clonal farm, testing of pesticides and fertilizers and overall agronomy, measurements, layout, signage and  maintenance of the site . The sub lease is attached hereto as Appendix A.

2.1.2

CC and B2B will share equally  the monthly budget for the clonal farm and will retain equally all rights to the clones cultivated from the  20 acre site, from which mother stock will be produced for CC’s energy crop plantationsr both local and for export market.. B2B will be responsible to supply a monthly report on all data associated to the evaluation farm and varieties of Melia dubia species sourced for biometric observation.

2.1.3

CC and B2B will retain equal ownership rights to the clones produced from Melia dubia for the country of India. B2B will be allowed to micro propagate and distribute the new variety to the clients other than CC only after fulfilling the commitments of CC  by paying a royalty to CC,. B2B agrees to provide CC with details of its corporate clients periodically, for the purpose of seeking pre-approval for the intended supply of saplings and inputs.

2.1.4

B2B will select specific clones from the mother stock of Melia dubia, for the purpose of CC conducting laboratory tests of The Tree Adaption Process (Polyploidisation), for the purpose of producing a new variety of Melia dubia biomass feedstock suitable to be cultivated under the climatic and soil conditions of the lands identified in schedule 1.

2.1.6

All parties acknowledge that no Genetic Engineering will be performed during the laboratory tests of any and all species of tree and/or grass.

2.1.9

CC will invest in the cost of renovating the existing building structures located on the Komangalam site, Tamilnadu, for the purpose of establishing a production and manufacturing supply centre for Melia dubia pesticides and fertilizers. B2B will be responsible for the design of the pesticides and fertilizers to be manufactured at the facility.

2.1.10

B2B will be required to supply  85,000 Melia dubia clones as per Schedule 1 in view of conducting trials in India and 337,500 for shipment abroad. Saplings will be supplied in poly bags for domestic planting in India and in net pots  for export outside of India.  CC will be responsible for the costs associated with the shipping and delivery of the Melia dubia clones, the purchase price of the saplings will be as per schedule

2.1.112.

 

a)

enter into a third party supply contract to supply clones from mother stock supplied by B2B.

 

b)

multiply Melia dubia clone through tissue culture and cuttings for export and domestic distribution. Such decision will take into consideration the most cost effective and manageable solution available to protect the interests and objectives of CC.

2.1.12

B2B will be responsible for providing sufficient planting materials as per Schedule I and CC agrees to pay B2B in Indian Rupees per clone and/or micro propagated tissue culture plant as outlined in Schedule 2, subject to each shipment being pre approved for delivery. Delay in supply by B2B and taking delivery by CC is acceptable only for one month.

2.1.13

CC will be responsible for all shipping costs, handling, nursery requirements and planting costs including pesticides, fertilizers, water and bore well irrigation and any other associated costs for performing the trials and detailed under schedule 1

2.1.14

B2B will be responsible for the production of cuttings from clonal varieties, multiplication of micro propagated plants from tissue culture either directly using their laboratory and/or subcontracting to qualified third parties.

 

a)

B2B will be notified sufficiently in advance of the production requirements for which the plants are either cuttings from clones or propagated in the tissue culture laboratory. Plants are supplied in India will be at the Greenhouse hardening stage and shall be supplied in monthly instalments.

 

b)

B2B will notify CC of any a new superior clone which is not currently being used for cuttings and/or tissue Culture propagation programs.

2.1.15

B2B will be responsible for loading of saplings onto suitable methods of transportation either for local distribution of for export from the port of Tuticorin or Chennai. Saplings for delivery oversees will be shipped in sealed Cardboard boxes (net bags) and B2B will be responsible for all certification and quarantine requirements associated with the country in which they will be shipped.

2.1.16

The cost of the planting materials ordered by CC as per rates contained in Schedule 1 and 2 shall be paid by CC to B2B as follows:

 

50%% of the cost along with the confirmed purchase order.

 

20%15% of the cost three months before the scheduled date of delivery

 

15% of the cost one month before the scheduled date of delivery

 

15% of the cost at the time of shipment of the plants.

2.1.17

B2B will assist with gaining clearance for the import and export of mother stock and or strains of the biomass feedstock, including but not limited to quarantine specifications or other statutory limitations associated with the import and export of mother stock.

2.1.18

CC will sub-lease 150 acres of land located in Komangalam, Tamilnadu at the current cost of the lease agreement between B2B and the owners of the land. Such sub-leasing agreement will be subject to B2B providing certain written guarantees that the sub lease  (attached hereto as Appendix B) will be for a minimum period of 10 years. B2B will be entitled A one time payment per acre equal to the cost of borewell installations, drip irrigation and land clearance,cost at the Komangalam site.

2.1.19

CC will be responsible for all cost associated with implantation of the commercial scale plantation and logistics associated with transporting wood chips from Komangalam to its gasification biomass power plant being installed at its facility near Salem, Tamilnadu.

2.1.20

B2B, through its affiliated company, Enhanced Biofuel’s and Technologies Private Limited will supply CC with “Jat in the Box”, I hectare Jatropha kits containing seeds from EBTi’s elite hybrid strain of Jatropha at a gate price all inclusive of $150.00 per box. Each box will be branded with the Clenergen Logo and represent that the inputs were supplied Enhanced Biofuels and Technologies Limited.

2.1.21

B2B will be entitled to a commission on a case by case basis for land parcels suitable for cultivation of either Melia dubia, Beema Bamboo or Paulownia, including the requirement for 400 acres in Salem, Tamilnadu.

2.1.23

It is hereby acknowledged that CC shall issue  750,000 common shares of Clenergen Corporation, (OTC: BB) to B2B and trading under the ticker symbol `CRGE’for Compensation for Services

2.1.24

It is agreed that for time dedicated directly by Dr Arumugam for the projects as outlined herein will be charged at a rate of US $250 per day for work performed in India and US $350 per day for work performed anywhere else in the world. In addition to compensation for time incurred, Dr Arumugam will be entitled to a bonus of 200,000 common shares of Clenergen Corporation stock, upon the completion of the trials. up?)

2.1.25

CC and B2B will enter into a separate agreement with regards to their business relationship associated with offset projects originating in India.

2.1.26

It is acknowledged that B2B has various relationships with prominent scientists, including a Scientific Board of Advisors. Subject to pre-approval of B2B, CC will be permitted to publicly present the B2B Scientific Board of Advisors to investors and other third parties.

1.

Set up and conduct the following trials in :

 

India (Valliyur, Tamilnadu)

 

Philippines (Romblon Island)

 

Ghana (Aflam Plains, Ashanti region)

 

Ghana (Bole, Northern Region)

 

Guyana (Georgia Caribbean International Limited)

 

Tanzania (site to be determined) :

2.

Each trial will consist of the following:

 

25 acre spacing trials using mother stock of Melia dubia provided by B2B in planting density of 1700 per acre.

 

25 acre spacing trials using mother stock of Melia dubia provided by B2B in planting density of 1000 per acre.

3.

A total of three hundred (300) acres of trials will be planted in the six (6) regions as listed under point 1. CC will be responsible for all logistics and delivery associated with the supply of Melia dubia saplings supplied by B2B. All incremental nurseries, transportation and handling costs associated with Melia Dubia will be at the cost of CC.

4.

It is the intent that all trials will be completed by December 31st 2010.