Unassociated Document


    Exhibit
10.1

    


    ASSIGNMENT
AGREEMENT

    


    ASSIGNMENT AGREEMENT (THE
“AGREEMENT”) entered into to be effective as of this 29th day of April
2009 (the “Effective Date”)

    


    
      	
              BY AND
      BETWEEN:

            	
              GLOBAL CLEAN ENERGY,
      INC., an entity duly incorporated according to law having its head
      office at 1241 S. Parker Rd, #201, Denver, Colorado,
  80023;

            


    

    


    
      	
               
      

            	
              (hereinafter
      referred to as the “COMPANY”)

            


    

    


    
      	
              AND:

            	
              PHILLIP AZIMOV,
      domiciled and residing at 43 Edgewood, Dollard-des-Ormeaux, Quebec, H9A
      3K6.

            


    

    


    
      	
              AND:

            	
              LOUIS-PHILIPPE SENECAL,
      domiciled and residing at 371 Roux St., Kingsley Falls, Quebec, J0A
      1P0

            


    

    


    
      	
               
      

            	
              (hereinafter
      referred to as the “INVENTORS”)

            


    

    


    
      	
               
      

            	
              (collectively
      referred to as the “Parties”)

            


    

    


    WHEREAS on March 15, 2008 the
Parties entered into a Memorandum of Agreement (the “Memorandum”) pursuant to
which the Inventors were to assist to Company in the consulting, design,
development, construction, testing, implementation and patenting of certain
gasification system technology (the “Technology”) to be used and owned by the
Company.

    


    WHEREAS INVENTORS have
assisted the Company with the design, construction and testing of the
Technology, and a patent application for the Technology has been submitted to
the U.S. Patent and Trademark Office and is pending as of March 26, 2009 under
#61/202,671.

    


    WHREAS in accordance with the
terms of the Memorandum, the INVENTORS wish to assign to the Company any and all
of the INVENTORS’ rights, title, interests in and to the Technology (including
any patents, patent reissues, continuations-in-part, revisions, extensions and
re-examinations thereof), all related documentation, including, without
limitation, all related copyrights, if any, and the exclusive right to enforce
the patent in the United States and throughout the world in the sole name of the
Company, including all rights to profits and damages by reason of past
infringement by any party or parties, including the rights to sue and collect
the same for the Company and the Company’s successors and assigns’ own use and
benefit, free and clean of any and all liens, encumbrances or third party claims
(all of these rights collectively, the “Proprietary Rights”), and the Company
wishes to acquire any and all of the INVENTORS’ rights to the Proprietary
Rights.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    THE
PARTIES HEREBY AGREE AS FOLLOWS:

    


    1.           INVENTORS
represent and warrant that : (i) INVENTORS solely own the Proprietary Rights,
and have all rights necessary to assign the Proprietary Rights pursuant to this
Agreement; (ii) the Proprietary Rights are free of any liens or encumbrances;
(iii) no licenses to, leases of, or rights to use the Proprietary Rights or the
Technology have been granted to any third party, and; (iv) to the best of their
knowledge, INVENTORS believe that the Technology does not infringe or
misappropriate the intellectual property rights of any third party;

    


    2.           INVENTORS
hereby assign all of the Proprietary Rights to the Company, and as consideration
for INVENTORS’ assignment of all the Proprietary Rights, the Company will issue
to INVENTORS One Million (1,000,000) restricted shares of the Company’s $0.001
par value common stock, with each share of common stock to be valued at ONE
DOLLAR (US $1.00) per share;

    


    3.           Any
and all expenses incurred by INVENTORS for the design, development,
construction, testing, implementation and patenting of the Technology shall be
reimbursed by the Company;

    


    4.           Upon
the assignment of all Proprietary Rights to the Company, the Proprietary Rights
will become the Company’s “Proprietary/Confidential Information” as defined in
the June 1, 2007 Nondisclosure Agreement (the “NDA”) by and between the
INVENTORS and the Company, and the Proprietary Rights will be subject to the
terms of the NDA;

    


    5.           INVENTORS
understand and agree that the Company shall cause the legend set forth below or
a legend substantially equivalent thereto, to be placed upon any certificate(s)
evidencing ownership of the  shares of common stock to be issued to
INVENTORS together with any other legends that may be required by state or
federal securities laws:

     

    “THE
SECURITIES REPRESENTED BY THE CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “1933 ACT”), AND ARE “RESTRICTED SECURITIES” AS THAT TERM
IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR
SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PUIRSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE 1933 ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED
TO THE SATISFACTION OF THE COMPANY THROUGH REASONABLE MEANS AS DETERMINED BY THE
COMPANY, INCLUDING AN OPINION OF SELLER’S COUNSEL REASONABLY ACCEPTABLE TO THE
COMPANY.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
Assignment Agreement is entered into on the respective dates set forth below to
be effective as the Effective Date.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	
                                                              PHILIP
      AZIMOV, INDIVIDUALLY

                                                            	 	
                                                              GLOBAL
      CLEAN ENERGY, INC.

                                                            
	 
      	 	 
      	 
      
	
                                                              /s/
      Philip Azimov

                                                            	 	
                                                              /s/
      Kenneth S. Adessky

                                                            
	
                                                              Philip
      Azimov, Individually

                                                            	 	
                                                              By:

                                                            	
                                                              Kenneth
      S. Adessky

                                                            
	 	 	
                                                              Title: 

                                                            	Chief
      Financial Officer 
	
                                                              Date:
      April 29, 2009

                                                            	 	
                                                              Date: 

                                                            	
                                                              April
      29, 2009

                                                            
	 	 	 	 
	LOUIS-PHILIPPE
      SENECAL, INDIVIDUALLY	 	 
	 	 	 	 
	/s/
      Louis-Philippe Sénécal	 	 	 
	
                                                              Louis-Philippe
      Sénécal, Individually

                                                            	 	 	 
	 	 	 	 
	
                                                              Date: April
      29, 2009