SIGNATUREPAGE

Exhibit 10.30 

THIS HEADS OE AGREEMENT made effective the 31 day of August, 2010 is entered into:

NOW THEREFORE in consideration of the covenants contained herein, PGTM, Union and UML WESTMINSTER mutually agree as follows:

"Accepted" means that PGTM and the System have met the IMO's performance standards for vessels operating within a SECA;

"Candidate Vessel" means the vessel nominated by Union to receive the ENVI-Marine^TM scrubbing system. It is agreed that this is the Westminster. Union have the option to substitute the Candidate Vessel for another vessel on or before 17.00 Hrs BST on the 5th of September 2016 on the same terms as this Agreement at which time UML Westminster Limited will also be substituted for another Union subsidiary.

"Emission Control Technology" means the integrated technology, techniques and processes proposed to be adopted onboard the Candidate Vessel for the purpose of achieving the required level of air emissions reduction. The System will be a key component of the emission control technology;

"Energy Management Lease Agreement" means the definitive agreement in regards to the purchase option finance lease to be entered into between PGTM and UML WESTMINSTER on substantially the same terms set out in this Heads of Agreement;

"Fuel Cost Savings per Hour" as detailed in Schedule 3 shall mean the difference in cost/tonne of HFO 380 and LSMGO less the average operating cost/tonne multiplied by the number of tonnes of fuel consumed per day divided by 24 hours to yield the hourly fuel cost savings.

"LSMGO" means 0.1% sulphur fuel specified by the IMO as the basis for SECA sulphur emission compliance;

"Operating Quarter" shall mean each period of three (3) months commencing from the date on which the System is successfully tested and is accepted by UML WESTMINSTER;

"Open Mode" shall mean the operating mode where raw seawater is pumped through the System and discharged into the sea with a minimum of processing. This is considered the standard operating mode for open sea operations. See Schedule 2 for a detailed description.

"Closed Mode" shall mean the operating mode whereby the seawater is recirculated through the scrubber in a closed loop. This mode would be used for main engines in circumstances where effluent discharge regulations or lack of seawater alkalinity require this operating mode. See Schedule 2 for a detailed description.

"Scrubber Operating Hours" shall mean the number of hours of scrubber operation logged in open and closed modes by the ENVI-Marine^TM system's computerized data logger.

provided always that: (i) PGTM shall give not less than 10 days' prior written notice to UML WESTMINSTER of such visits; (ii) such visits shall not cause any unreasonable interference or delay to UML WESTMINSTER's operation, maintenance and use of the Candidate Vessel; and (iii) such visitors shall sign UML WESTMINSTER's letter of indemnity prior to their embarkation.

SIGNATURE PAGE

IN WITNESS WHEREOF the parties hereto have caused this Heads of Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

	This Heads of Agreement was executed as a binding act of PACIFIC GREEN TECHNOLOGIES MARINE LIMITED in the presence of:		Per:
			/s/ N.P. Carmichael
			Dr. N.P. Carmichael Chairman and Director Signatory of PACIFIC GREEN TECHNOLOGIES MARINE LIMITED
	Signature
	Print name of Witness
	DANIEL
	Address
	HILTON SINGAPORE
	Occupation
	NIGHT MANAGER

SCHEDULE 1

PRINCIPAL COMPONENTS OF THE ENVI-MARINE^TM SYSTEM

PGTM proposes to supply and install an ENVI-Marine^TM SO₂ scrubbing system which is comprised of the following principal components:

Gas Conditioning Chamber (GCC) — This engine exhaust gas inlet chamber uses seawater or recirculated water spray to quench the exhaust gas to approximately 35°C.

Scrubber — The scrubber body combines PGTM's patent-pending scrubber head with a volume of packed bed media (PBM) located above the head. Demisters dry the gas prior to exit to atmosphere. The footprint of the scrubber body is variable depending on the configuration of space available. In general, the scrubber is to be positioned at deck level corresponding to the base of the external stack enclosure.

Because the scrubber heads are horizontal, the scrubber can be configured into any shape. The marine scrubbers are to be made from stainless steel selected for corrosion and acid resistance. To make the best use of space it is planned to make the bodies rectangular in shape. The footprint required is approximately 1m² for each MW of main engine propulsion.

Dissolved Air Flotation (DAF) Tank — The DAF tank receives water from the scrubber and subjects it to DAF treatment, whereby soot, light particulate and oil droplets are separated from the scrubber water by flotation. The oily particulate is then skimmed from the tank and sent to the Oil Water Separator system. The rest of the water, which may still contain some heavier particulate, is directed to the Recirculation Tank.

Oil Water Separator (OWS) System — The oily waste skimmed from the DAF tank is mainly comprised of water. The OWS system is designed to concentrate the oily waste for storage in the Oily Waste Tank, and discharge the clean water. The water may be directed to the Recirculation Tank during Open Mode operation or to the Effluent Holding Tank during Closed Mode operation.

Oily Waste Tank — The Oily Waste Tank holds the residue from the OWS system for removal at a land based facility.

Recirculation Tank — The Recirculation Tank receives water from various sources and aggregates it for recirculation by pumps to the GCC water sprayers, the Hydrocyclone System, and the PBM water distributor. The tank is partitioned so that water from the DAF tank potentially containing heavier particulate is directed to the Hydrocyclone System, and clean water returning from hydrocyclone treatment is sent back to the scrubber. In Open Mode operation, excess water overflows from the Recirculation Tank to the Effluent Holding Tank prior to being discharged to sea.

Heat Exchangers — In Closed Mode operation, recirculated scrubber water is cooled using heat exchangers supplied with cold seawater by the seawater pumps.

Hydrocyclone System - Banks of hydrocyclones are used for heavier solids separation. Each system draws from a section of the partitioned Recirculation Tank. The underflow containing the particulate is sent to the Disc Centrifuge for further concentration, and the clean overflow water is sent back to the clean water side of the Recirculation Tank.

Disc Centrifuge — The Disc Centrifuge subjects the underflow from the hydrocyclones to high inertial forces to concentrate solids to a high degree for storage in the Centrifuge Sludge Tank.

Effluent Holding Tank — When at sea the overflow from the Recirculation Tank is held briefly in the Effluent Holding Tank before being discharged to the sea. The Effluent Holding Tank is equipped with an Effluent Monitor for analysis of pH, turbidity and phenanthrene PAH. When in port or when regulations restrict discharge the tank is used to hold the small flow of effluent water from the OWS system during Closed Mode operation for later discharge at sea.

Caustic Soda Tank — Caustic soda is to be stored on deck in a 20-foot ISO tank configured as a 20-foot bulk container. The tank will act as a reservoir for a small caustic soda surge tank located in the water processing area below decks. Injection pumps to provide alkalinity to the scrubber water during closed mode or hybrid open mode are installed with the surge tank.

Continuous Emissions Monitoring System (CEMS) — The system includes a Continuous Emissions Monitoring System (CEMS) to monitor and record sulphur dioxide emissions on a continuous basis. Access to this information is required by regulatory authorities.

Effluent Monitor — A tamper-proof system to monitor the pH, turbidity and phenanthrene PAH of the effluent will be part installed on the Effluent Holding Tank discharge line.

Programmable Logic Controller (PLC) — The system will be controlled by a small programmable logic controller (PLC) with a graphic user interface at the operations station or control room. The system will normally operate in automatic mode, but manual control, data logging and trend screens will also be available. Depending on the ship's communication capabilities, the system could also be monitored and controlled remotely. This would allow the shipping company and/or PGTM staff to troubleshoot any problems from land-based offices.

SCHEDULE 2

DESCRIPTION OF OPEN AND CLOSED OPERATING MODES

Open Mode Operation

In open operating mode raw seawater is pumped through the scrubber system. This is considered the standard operating mode for most open sea operations. The seawater is pumped directly to the scrubber water distribution manifolds at the gas conditioning inlet, and the top of the packed bed media. Scrubber water draining from the packed bed media supplies water to the turbulent scrubbing zone above the patented scrubbing head.

SO2 is removed and neutralized as the exhaust gases pass counter-current through the water flows. The water drains from the scrubber base to a flotation skimmer tank which uses air and dissolved air flotation to separate unburned carbon and oil from the scrubber water. This material is skimmed from the flotation skimmer tank and directed to the Oil Water Separation (OWS) system, which concentrates the oily waste into a sludge and stores it in a sludge tank.

The excess clean water from the OWS system is then combined with the remainder of the water flow from the flotation skimmer tank and directed to the recirculation tank and then to the effluent holding tank. If high turbidity is an issue, then some of the water can be processed through the hydrocyclone system and disc centrifuge to reduce the overall levels. The cleaned water from this operation may be sent to the GC inlet or directly to the effluent storage tank.

The water held in the effluent holding tank is monitored continuously and then combined with reaction water for pH balancing prior to being released to the sea. In the event that the monitor measures a high reading for pH, turbidity or phenanthrene PAH, the system will take a series of actions to respond, depending on which parameter is high. High acidity can be remedied by adding NaOH to the seawater and excess turbidity or phenanthrene PAH can be remedied by operating the hydrocyclone system and disc centrifuge. If these steps do not solve the problem, the system can be switched to closed mode operation where there is no discharge to the sea.

Closed Mode Operation

In closed mode operation the seawater is recirculated through the scrubber in a closed loop. This mode is used for auxiliary generators and boilers while in port, and for main engines in circumstances where regulations require that no effluent can be discharged. Three aspects of the scrubber's operation are altered in this mode. First, the loss of seawater alkalinity is made up by the addition of NaOH to the recirculation tank. Second, heat added through the cooling of the exhaust gas is removed by heat exchangers cooled with raw seawater. Third, the overflow from the flotation skimmer tank, hydrocyclone system and disc centrifuge are returned to the recirculation tank for recirculation to the scrubber.

The raw seawater used to cool the scrubbing fluid makes a single pass through both the scrubber distribution and GC heat exchangers before being discharged. This water is not in contact with the engine exhaust gases, so it does not require any treatment.

In closed mode the scrubbing fluid takes the same path through the scrubber but at a reduced flow rate since alkalinity can be made up by NaOH addition. The closed system requires continuous cleaning so as to not build up oil or solids, so the flotation skimmer tank, OWS system, hydrocyclone system and disc centrifuge are all fully operational. A certain amount of bleed is necessary to eliminate dissolved solids, and this is taken from the OWS clean water overflow, which is directed to the effluent storage tank. As this is treated effluent, it will meet discharge criteria once the vessel is back in the open ocean where discharge is allowed.

Oily sludge is sent to the Oily Waste tank and centrifuge sludge may be sent there as well or to a separate tank. Fresh water is added to the recirculation tank to make up for water lost to evaporation in the scrubber and effluent sent to storage. NaOH is added as required to maintain the pH of the scrubber water.

SCHEDULE 3

OPERATIONAL SAVINGS

Fuel Savings for the Westminster with a Main Engine S0₂ Scrubber

SCHEDULE 4

ENERGY MANAGEMENT LEASE AGREEMENT SUMMARY
"WESTMINSTER"

The terms of the Energy Management Lease Agreement are summarized below.

Quarterly Lease Payment =

Open Mode Fuel Cost Savings per Hour x Open Hours of Scrubber Operation

 +

Closed Mode Fuel Cost Savings per Hour x Closed Hours of Scrubber Operation

(total hours of operation not less than the guaranteed minimum hours per quarter)

Payment for any hours which are deemed to be Scrubber Operating Hours in order to fulfill the operating hours for the relevant Operating Quarter pursuant to section 2.3(a) of this Heads of Agreement , shall be calculated at the open:closed ratio of hours logged in such Operating Quarter.

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