Unassociated Document


    Exhibit
10.2

     

    TERMINATION
AND DISCHARGE

    of

    CONVERTIBLE
NOTE AGREEMENT

    
      
        

      

       

    

    This
Termination and Discharge of the Convertible Note Agreement ("Agreement") dated
the 2nd of February, 2009 is made and effective the 28th day of
April,

     

    
      	
              BETWEEN:

            	
              Tiger Renewable Energy
      Ltd. (the "Company"), a corporation organized and existing under
      the laws of the Nevada in the United States of America, with its head
      office located at: Sino Favour Centre, 1 On Yip
      Street, Suite 1302, Chai Wan, Hong
  Kong,

            


    

     

    
      	
              AND:

            	
              Wellington Capital Management
      Inc., (the "Note Holders"), a corporation organized and existing
      under the laws of the Bahamas, with its head office located at:
      Centerville House, 4th
      Floor, 2nd
      Terrace West, Nassau, Bahamas

            


    

     

    WHEREAS,
the Note Holders are to Terminate and Discharge the Company from Convertible
Note Agreement and its obligations for the 8% Convertible Promissory Notes in
the aggregate sum of US$ 1,000,000 on mutual signing and fulfillment of the
obligations stated in Termination Agreement of the Working Interest Purchase and
Sale as attached   .

    


    In
consideration of the mutual covenants and conditions herein contained, the
parties hereby agree, represent and warrant as follows:

    


    
      	
              1.

            	
              TERMINATION
      OF NOTES

            


    

    


    On
signing of and fulfillment of the obligations under the Termination Agreement of
the Working Interest Purchase and Sale the Note Holders will Terminate and
Discharge the Company of its payment and obligations under the 8% Convertible
notes (hereinafter called "Notes") in the aggregate principal amount of US$
1,000,000 which were to be dated February 1, 2009 to mature on as
follows:  US$ 250,000 on April 30, 2009

    $ 250,000
on May 30, 2009

    $ 250,000
on June30, 2009

    $ 250,000
on July 30, 2009

    


    And to
bear interest on the unpaid principal thereof at the rate of 8% per annum until
maturity, payable on and with each $ 250,000 segment on the maturity dates
states above and after maturity deficient balances are to bear interest at the
rate of 16% per annum until paid.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              2.

            	
              SECURITY
      INTEREST

            


    

    


    
      	
            	
              A.

            	
              On
      signing of and fulfillment of the obligations under the Termination
      Agreement of the Working Interest Purchase and Sale, The Note Holders will
      discharge their continuing security interest of first priority in all of
      the right, title and interest of the Company in, to and under all of the
      Company’s property whether now existing or hereafter created or
      arising.

            


    

     

    
      	
            	
              B.

            	
              On
      signing of and fulfillment of the obligations under the Termination
      Agreement of the Working Interest Purchase and Sale, The Note holders
      discharge its rights as the Company’s true and lawful attorney,
      irrevocably, with full power after the occurrence of an Event of Default
      as stated under the Convertible Note Agreement (in the name of the Company
      or otherwise) to act, require, demand, receive, compound and give
      acquittance for any and all monies and claims for monies due or to become
      due to the Company under or arising out of the Collateral, to endorse any
      checks or other instruments or orders in connection therewith and to file
      any claims or take any action or institute any proceedings which the Note
      holders may deem to be necessary or advisable in the premises, which
      appointment as attorney is coupled with an
  interest.

            


    

     

    
      	
              3.

            	
              MISCELLANEOUS

            


    

    


    
      	
               
      

            	
              a.

            	
              Any
      and all notices, approvals or other communications to be sent to the
      parties shall be deemed validly and properly given if made in writing and
      delivered by hand or by registered or certified mail, return receipt
      requested, and addressed to the Company at its principal office or to the
      Holders of the Notes at the addresses given to the Company by such Note
      Holders.

            


    

    


    
      	
               
      

            	
              b.

            	
              This
      Agreement may not be modified, amended or terminated except by written
      agreement executed by all the parties
hereto.

            


    

    


    
      	
               
      

            	
              c.

            	
              The
      waiver of any breach or default hereunder shall not be considered valid
      unless in writing and signed by the party giving such notice and no waiver
      shall be deemed a waiver of any subsequent breach or default of
      same.

            


    

    


    
      	
               
      

            	
              d.

            	
              The
      paragraph headings contained herein are for the purpose of convenience
      only and are not intended to define or limit the contents of
      such.

            


    

     

    
      
        
        

      

      
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              e.

            	
              The
      validity, construction, interpretation and enforceability of this
      Agreement and the Notes executed pursuant to this Agreement shall be
      determined and governed by the laws of the State of NEW YORK IN THE UNITED
      STATES OF AMERICA.

            


    

    


    
      	
               
      

            	
              f.

            	
              This
      Agreement shall be binding upon and inure to the benefit of the company
      and its successors and assigns.

            


    

    


    
      	
               
      

            	
              g.

            	
              This
      Agreement may be executed in one or more counterparts, each of which shall
      be deemed an original.

            


    

     

    IN
WITNESS WHEREOF, Company and Note Holders have executed this agreement on APRIL
28TH, 2009.

     

    
      	
              COMPANY

            	 
      	
              NOTE
      HOLDERS

            
	 
      	 
      	 
      
	     
      	 
      	         
      
	
              Authorized
      Signature

            	 
      	
              Authorized
      Signature

            
	 
      	 
      	 
      
	          
      	 
      	            
      
	
              Print Name and
      Title

            	 
      	
              Print Name and
      Title

            


    

    


    
      
        
        

      

      
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