Filed by sedaredgar.com - Clenergen Corporation - Exhibit 10.8






STRATEGIC MARKETING AGREEMENT 

THIS AGREEMENT made as of ______ June, 2009 by and between
Clenergen Corporation Limited (UK) Bath House, 8 Chapel Place, London
EC2A 3DQ, (the "Company"), and Villasam Company Limited . (the
"Representative"), a Ghana corporation with a business address at Ghana
International Trade Fair Centre, 20th Century Pavilion, Block W, La, Accra,
Ghana., the Company and Representative sometimes referred to hereinafter
individually as “Party” and collectively as the “Parties”. 

WITNESSETH: 

WHEREAS, the Company is in the worldwide business of (i)
producing renewable energy from cultivated feed stocks (trees) and agricultural
waste resources (sugar cane tops and trash, rice husks, etc.), (ii) improving
the environment through the conversion of these biomass sources into value-added
resources, (iii) delivering low emissions, high efficiency energy conversion
(iv) the development of working plantations of select agricultural products, (v)
development of various other technologies that will be established to generate
clean energy, and (vi) the sale of electricity (collectively, the “Business of
the Company”); and 

WHEREAS, the Company is currently developing various
renewable energy projects that will work to create permanent jobs, reduce select
area chronic rural area electricity shortfalls, generate energy from renewable
non-food biomass sources and contribute to building a sustainable world; and


WHEREAS, the Representative states that it is involved
in the activity of plantation management, real estate , construction and trading
of agricultural products and is in a position to assist the Company with its
business growth and development, specifically with certain of its contacts in
Ghana for the development of a renewable energy project; 

WHEREAS, the Company wishes to engage the Representative
as an independent contractor, advisor and Representative to the Company
regarding the development of a renewable energy project in Ghana and the
Representative is willing to accept such engagement, on the terms and conditions
of this Agreement;

NOW, THEREFORE, for and in consideration of the
foregoing premises, the mutual agreements contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows: 

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Article I: APPOINTMENT AND ACTIVITIES 

1.1         The
Company hereby appoints the Representatives as an exclusive strategic marketing
representative for developing renewable energy projects as identified on the
Company's websites and in the Company's published marketing and sales
information as updated from time to time (the "Company’s Products and Services")
and upon the terms and conditions hereinafter set forth, in Ghana and the
Representative hereby accepts such appointment.

	1.2 	
      The Company acknowledges the Representative’s activities
      to date regarding the promotion and presentation of its company to certain
      power purchase entities, Government Agencies and land ownership/management
      activities in Ghana.

	 	 
	1.3 	
      The Company and the Representative agree that the
      Representative has focused on and will continue to focus on the
      development of renewable energy projects in and within the country of
      Ghana, and will work to arrange proper meetings with key senior
      representatives of interested power purchase entities, Government Agencies
      and land ownership/management entities for the Company to make definitive
      presentations of its Products and Services.



1.4       The Company and
the Representative agree that this Agreement will initially the Representative’s
endeavour to secure acceptable offers of power purchase agreements and land use
agreements from interested power purchase entities, and land
ownership/management entities, either commercial or governmental within the
country of Ghana.

Article 2: TERM AND TERMINATION 

2.1    The term of this Agreement shall
commence as of the even date of the execution of this Agreement and shall remain
in force for an initial term of ____years and which may be extended by mutual
agreement subject to the review of the Representative activities. 

2.2    This Agreement may be terminated
by the Company, at any time, effective upon written notice to the
Representative, in the event that: 

(a)     The Representative breaches
any term or condition of this Agreement, and, if such breach is capable of being
remedied, such breach is not remedied within thirty (30) days after receipt of
notice of such breach, or 
(b)     The
Representative engages in any conduct or practice that, in the sole discretion
of the Company, acting reasonably, discredits, dishonours or adversely 

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reflects on the Company, or in any way is injurious to the
goodwill, reputation or image of the Company, or 

(c)    The Representative institutes or
suffers any proceeding for a reorganization or a rearrangement of its affairs,
becomes insolvent, is adjudged to be bankrupt, makes a general assignment for
the benefit of creditors, takes the benefit of any legislation in force
respecting insolvency, ceases to do business as a going concern, takes the
benefit of any legislation in force for the winding up or liquidation of
corporations or businesses, or if a trustee, receiver or receiver/manager is
appointed for or in respect of the Representative. 

2.3 This Agreement may be terminated by the
Representative at any time, effective upon written notice to the Company, in the
event that: 

a)     The Company breaches any term
or condition of this Agreement, and, if such breach is capable of being
remedied, such breach is not remedied within thirty (30) days after receipt of
notice of such breach, or 

(b)    The Company institutes or suffers
any proceeding for a reorganization or a rearrangement of its affairs, becomes
insolvent, is adjudged to be bankrupt, makes a general assignment for the
benefit of creditors, takes the benefit of any legislation in force respecting
insolvency, ceases to do business as a going concern, takes the benefit of any
legislation in force for the winding up or liquidation of corporations or
businesses, or if a trustee, receiver or receiver/manager is appointed for, or
in respect of the Company. 

2.4   Upon termination of this Agreement, the
Representative shall immediately cease representing or holding itself out as a
representative of the Company. The Representative shall immediately return to
the Company all materials, documents, software, etc. which the Company may have
provided to the Representative and any copies thereof made by the
Representative, together with any and all agreements or letters of interest from
third parties intending to purchase the Company products or services and of
which the Representative has not transmitted to the Company at the time of
termination in respect of which the Representative has been paid hereunder prior
to such date of termination. 

The Parties shall not, by reason of the termination of this
Agreement in accordance with its terms, be liable to each other for
compensation, reimbursement or damages on account of the loss of prospective
profits on anticipated sales or on account of expenditures, investments, leases
or commitments in connection with the business or goodwill of the other, or
otherwise provided that if the Representative terminates this Agreement pursuant
to Clause 2.3 and 2.4 it shall still be entitled to receive all amounts due to
it hereunder up to the date of such termination. 

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Article 3: OBLIGATIONS OF THE REPRESENTATIVE

3.1    During the term of this Agreement
the Representative shall: 

(a)     Use all reasonable efforts
to market and promote the Company Products and Services to power purchase
entities and land ownership/management entities in Ghana and to make regular and
sufficient contact with prospective agencies and departments of the Ghana
government, and prospective power purchase entities and the appropriate
government agencies and prospective power purchase entities of other global
territories that may offer the Company opportunities as per this Agreement.

(b)     Ensure that all discussions,
meetings and correspondence with third parties pertaining to the business,
products and services of the Company are handled in a prompt, confidential,
courteous and efficient manner, and that the Representative and its personnel
demonstrate honesty, integrity and fair dealing with any third party and on
behalf of the Company. 

(c)     Market and promote the
Company Products and Services only in accordance with the Company's terms,
conditions, policies, practices and procedures relating to marketing and other
material as shall have been specified by the Company to the Representative from
time to time. 

(d)     Maintain and comply with
such marketing standards as are appropriate in relation to the high quality and
reputation of the Company, and ensure that neither the Representative nor its
personnel act in any manner that may discredit, dishonour or adversely reflect
on the Company, or in any way injure the reputation or image of the Company.


Article 4: OBLIGATIONS OF THE COMPANY 

4.1    During the term of this Agreement
the Company shall: 

	 	a) 	
      Ensure that all discussions, meetings and correspondence
      with third parties pertaining to the marketing activities and services of
      the Representative are handled in a prompt, courteous and efficient
      manner, and that the Company and its personnel demonstrate honesty,
      integrity and fair dealing with any third party presented by and on behalf
      of the Representative.

	 	 	 
	 	b) 	
      Provide the Representative with such related and
      pertinent product and service information as the Company may reasonably
      select including but not limited to any marketing and advertising
      literature reasonably necessary to enable the Representative to perform
      its obligations under this Agreement.



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	 	c) 	
      Provide the Representative with such sales and marketing
      assistance as the Company may reasonably select to assist the
      Representatives in performing its obligations under this
  Agreement.

	 	 	 
	 	d) 	
      Review and respond to, in a timely fashion, proposals,
      draft contracts and the like for the purchase and sale of the Company
      Products and Services and relating to the establishment of strategic
      alliances and joint venture relationships.



Article 5: STATUS OF THE PARTIES 

5.1     The status of the Parties
shall be that of an independent contractor and neither Party shall have any
authority to assume or create any obligation whatsoever, expressed or implied,
in the name of the other, nor to bind the other in any manner whatsoever. 

5.2     The Parties shall have no
authority hereunder to enter into any contract of sale or employment on behalf
of the other, or to endorse the other's cheques, or to make allowances or
adjustments on accounts for the return of any merchandise, except pursuant to
the written authorization of the other. 

5.3     The Parties undertake and
agree that they will not furnish to any third party any warranties, undertakings
or guarantees of any nature whatsoever that may tend to impose responsibility or
liability on the other Party. In the event that any Party allows or furnishes to
any third party any warranties, undertakings or guarantees of any nature
whatsoever that might tend to impose responsibility or liability on the other
Party, then the Party so allowing or furnishing agrees to indemnify and save the
other Party harmless from any claims, demands, damages, costs or losses
whatsoever arising out of or in any way connected with such warranties,
undertakings or guarantees. 

Article 6: EXPENSES 

	6.1 	
      Except as hereinafter provided or further agreed to in
      writing, all expenses incurred by either Party in connection with such
      Party’s performance of this Agreement and the Representative’s activities
      as a Strategic Marketing Representative for the Company, including but not
      limited to travel, automobile, salaries and supplies, shall be borne by
      the Party incurring such expenses, which Party shall be solely responsible
      for the payment thereof.

	 	 
	6.2 	
      If the Company decides that there is the necessity for
      frequent visits by the Representative to Ghana that the Representative
      submits to the Company as a target country for the development of projects
      and that the



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Company agrees to develop projects in,
then the Company may, at its discretion, agree to reimburse the Representative
for such travel expenses. Said travel expenses will be mutually agreed to by the
Parties in writing and the Representative shall provide evidence of said
expenses to the Company. 

Article 7: ACCEPTANCE OF BUSINESS 

7.1     Any and all business,
proposals, plans, contracts and the like presented by the Representative to the
Company as the result of its services under this Agreement, for the development
of renewable energy projects in Ghana and or the establishment of other
strategic alliances or joint ventures with other third parties shall not be
binding on the Company until fully accepted by it.

7.2     The Company reserves the
sole and exclusive right, in its absolute discretion, to accept or reject any
business developed by the Representative, of which in the event of rejection,
the Company will provide full written details as to the reason for such
rejection, and which the acceptance of said business developed by the
Representative shall not be unreasonably withheld, providing such business meets
the minimum requirements as laid out in Schedules 1 and 2 hereto irrespective of
the status of the project. 

7.3     The Parties acknowledge that
Company has the right, from time to time, to modify, revise and add to Schedule
2 as it reflects its experience in the marketplace and knowledge of the
components required to develop viable projects and Company shall give notice to
Representative regarding same.

Article 8: REMUNERATION 

8.1     Any activity of the
Representative that gives rise to an obligation on the Company to pay any
remuneration including equity in any third party, local in country domestic
company established to oversee and manage any renewable energy project in Ghana
is referred to herein as a "Transaction." The Representative shall be entitled
to remuneration as set forth in Article 8. To the extent that a specific
contract, proposal or other Transaction is not included within any of the
categories set forth in Article 8, any and all remuneration that may be due with
respect to such contract, proposal or other Transaction will be negotiated and
agreed to in good faith between the Parties on an individual basis, documented,
signed by both Parties and attached hereto as an additional Schedule and made a
part therein.

8.2     The Company shall not be
obligated to pay remuneration to the Representative with respect to any
Transaction with an entity, or with any divisions or operating units of an
entity that is composed of multiple divisions or 

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operating units, that (i) was previously a customer of the
Company, (ii) had entered into any other business arrangement with the Company,
or (iii) had directed communications to the Company regarding the development of
renewable energy projects or other business arrangements within the preceding
three (3) months. Remuneration shall be due only as to Transactions with any
entity, division, or operating unit that occur within Forty Eight (48) months of
the initial Transaction with respect to such entity, division or operating unit.


8.3     The Company and The
Representative agree to the following remuneration and performance benchmarks:


	 	a) 	
      upon the execution of an offer of land contract, based on
      agreed deliverables, for a renewable energy project in Ghana as per
      Schedule 1.

	 	 	 
	 	b) 	
      upon the execution of a Power Purchase Agreement contract
      offer from a power purchase utility or power trading entity responsible
      for the purchase of electricity in Ghana as per Schedule
  1



The Company will grant the Representative a ___% fully paid up
share equity in any third party, local, in country domestic company established
to oversee and manage any renewable energy project in Ghana as may be agreed to
by the Parties and developed by the efforts of the Representative as outlined in
this Agreement

The fiscal value of the share equity is agreed as =___% of 2 x
income of SPV. 

The Company will grant the Representative the right to exchange
its said ___% equity as identified above, into equity in the Company, if and
when the Company becomes a publicly traded company through the Company issuance
of an Initial Public Offering on the same terms that the Company’s stock is
offered at and based on the value specified in Article 8.3 of the
Representative’s equity in any third party, local, in country domestic company
established to oversee and manage any renewable energy project in Ghana as may
be agreed to by the Parties and developed by the efforts of the Representative
as outlined in this Agreement. Said right to exchange will be governed by any
and all applicable Securities and Exchange rules and regulations as set by the
government of the exchange that the Company lists on. 

The Company will grant the Representative the right to transfer
its said ___% equity, as identified above, to a third party whose identity must
be declared by the Representative to the Company in writing and be mutually
agreed to.

8.4     The Representative
acknowledges and agrees that notwithstanding anything to the contrary contained
herein (including point 7.2) : (i) the Company shall have the right for any
reason, in its sole discretion, to reject any offer to 

7 




develop a project obtained by the Company through the
Representative and which the Company in its sole discretion deems undesirable,
financially imprudent or otherwise unsuitable; (ii) the Company shall at all
times have the sole and absolute discretion to set the pricing of its products;
(iii) the Company shall at all times have the sole and absolute discretion to
cancel, suspend or modify its involvement in any project, subject only to the
terms and conditions of its terms of service in effect at the time of said
cancellation, suspension or modification.

8.5     The Company shall at all
times have the absolute right, in its sole discretion, to establish all prices,
charges, terms and conditions governing the sale of the Company’s Products and
Service. Except as otherwise provided herein, the Company shall at all times
have the exclusive authority over all content, billing, service, and support
relating to the Company’s Products and Service. The Representative shall not
make any representations or warranties whatsoever (written or oral) to any party
with respect to the Company Service beyond those already expressly stated in the
Company’s provided sales materials and or the Company’s operated web sites. 

Article 9: AMENDMENTS TO PRODUCT AND SERVICE OFFERINGS


9.1     The Company reserves the
right from time to time, in its absolute discretion, without thereby incurring
any liability to the Representative with respect to any activities of the
Parties under this Agreement, or otherwise, to alter the design or the
construction of any of the Company’s products and services.

Article 10: TRADEMARKS AND CONFIDENTIALITY 

10.1    Neither Party shall use any
trademark or logo (the "Trademarks") used or owned by the other Party (the “Mark
Owner”) without the prior written authorization of the Mark Owner. The Parties
acknowledge that the goodwill associated with such Trademarks are property
rights belonging to the Mark Owner, and that the Mark Owner is the owner of any
such Trademarks and/or has the right to use them. The Parties acknowledge and
agree that nothing contained in this Agreement is intended as an assignment or
grant to the other Party of any right, title or interest in or to the
Trademarks, and that this Agreement does not confer any right to either Party to
grant sublicenses in the Trademarks or to assign the Trademarks to third
parties. The Parties acknowledge and agree that they will not do anything that
is inconsistent with the other Party's rights in relation to the Trademarks, and
that all rights, if any, that may be acquired by either Party through its use of
the Trademarks shall inure to the benefit of the owning Party and shall be on
behalf of the owning Party. No Mark Owner shall be liable to the other Party
because of any claim that such 

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Mark Owner’s Trademarks are invalid or infringe on the
intellectual property rights of any third party.

10.2    Each of the Parties acknowledges
and agrees that, in order to maximize the potential for success of their
strategic marketing relationship, the exchange of confidential and proprietary
information with respect to each other's business has been and shall remain
essential. Each Participant shall at all times during the term of this Agreement
and thereafter, except as otherwise expressly provided in this Agreement, use
its best efforts and take all appropriate steps to safeguard the secrecy and
confidentiality of the other Party's marketing plans, customer information,
specialized information, data bases, financial information, technology,
software, know-how and other such confidential information (the "Information").
Each Party agrees as follows 

Only those employees or advisors of the Party who need to know
the Information in order to carry out the purposes of this Agreement shall have
access to the Information, and such access shall be limited only to so much of
the Information as is necessary for the particular employee to perform his
function.No Party shall disclose, or allow any of its employees advisors or
affiliates to disclose, any of the Information of the other Party to any third
party without the approval of the other Party, it being understood that such
approval shall not be given unless and until the third party shall have agreed
to execute an agreement of confidentiality, in a form reasonably satisfactory to
the other Party, obligating the third party not to reveal the Information except
on the terms provided therein. 

A Party shall not and, shall not allow its affiliates to, make
  use of any of the Information of the other Party except in furtherance of the
  purposes of this Agreement or except pursuant to a written agreement with such
  other Party or its affiliates. This Section shall not apply to any Information
  that: (i) is or becomes generally available to the public under circumstances
  that do not involve a breach of the terms of Sections (a), (b), or (c); or (ii)
  is generally disclosed to third parties by without restrictions on such third
  parties. Each Party is aware that the other Party will be severely damaged by
  any breach or violation of the provisions of Section 10.2 hereof, and that such
  damages cannot be adequately compensated by money damages. Accordingly, each
  Party shall independently be entitled to equitable relief, including temporary
  and permanent injunctions, against any actual or threatened breach of the covenants
  set forth in this Section 10.2 by any other Party, its assignees or Affiliates,
  without the need to post any bond or other security and without having to demonstrate
  special or unique damages, in addition to all other rights and remedies which
  may be available to it in law or at equity.

The Parties agree that if this Agreement is terminated for any
reason, the Participants shall continue to be fully bound by the provisions of
Section 10.2 hereof. 

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Article 11: INDEMNIFICATION 

11.1    Each Party, at all times, shall
indemnify, hold harmless, and defend the other Party from and against any and
all claims, liabilities, losses, damages (direct or indirect), costs and
expenses (including reasonable lawyers' fees and costs of litigation) which such
other Party may incur or suffer from time to time as a result of, or arising out
of, negligent acts, omissions or misrepresentations of the indemnifying Party,
its agents, employees, officers, directors and affiliates, including, but not
limited to, any commitment by the indemnifying Party, its agents, employees,
officers, directors and affiliates, that exceeds the scope of this Agreement or
the indemnifying Party's authority as specified in this Agreement, and for which
the indemnifying Party received no prior approval from the other party. 

Article 12: GENERAL PROVISIONS 

12.1    Force Majeure: In the event of an
inability or failure by the Company to complete a Transaction by reason of any
fire, explosion, war, riot, strike, walk out, labour controversy, flood,
shortage of water, power, labour, transportation facilities or necessary
materials or supplies, default or failure of carrier, breakdown in or the loss
of production or anticipated production from plant or equipment, act of God or
public enemy, any law, act or order of any court, board, government or other
authority of competent jurisdiction (whether or not of the same character as the
foregoing), then (without prejudice to the Representative’s right to receive all
sums due hereunder prior to the occurrence of such Force Majeure event) the
Company shall not be liable to the Representatives for any remuneration in
respect of such Transaction during the period and to the extent of such
inability or failure.

12.2    Governing Law: Ths agreement
shall be governed by English law and in the event that any dispute or difference
arising under or resulting from this Agreement cannot be settled amicably by the
parties themselves, the dispute or difference shall be referred to a single
arbitrator based in London to be appointed by the Parties and his decision shall
be accepted as binding on the Parties. If the Parties fail to agree on the
arbitrator within thirty (30) days of a request to make such an appointment, the
dispute or difference shall be finally settled by arbitration conducted in the
London Court of Arbitration 

12.3    Entire Agreement: This Agreement
together with the Schedules hereto shall constitute the entire Agreement between
the Company and the Representative with respect to the subject matter hereof and
it is agreed that its execution has not been induced by, nor does the Company or
the Representative rely upon or regard as material, any representations or
writing whatsoever not incorporated herein and made a part hereof and this
Agreement shall not be amended, altered or qualified except by memorandum in
writing signed by the 

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Company and the Representative and any amendment, alteration or
qualification hereof shall be null and void and shall not be binding upon any
party who has not given its consent as aforesaid.

12.4    Notices: Any notice, request,
demand or other communication by the terms hereof required or permitted to be
given by one party to another shall be given in writing by telecopy or by
overnight courier service, addressed to such other party as follows:

to the Company: 

Clenergen Corporation Limited (UK) 
8.Chapel.Place,

London EC2A 3DQ, UK 

if to Representative: 

Villasam Company Limited. 
Ghana International Trade Fair
Centre, 
20th Century Pavilion, Block W, La, 
Accra, Ghana 

or at such other address as may be given by any one of the
parties. Any notice required or permitted under this Agreement shall be in
writing and shall be deemed to be given upon the date of receipt as shown by a
delivery signature in the records of the overnight courier service or by
telecopy/fax confirmation. 

12.5    Non-Waiver: No waiver by any
Party of any breach by any other Party of any of its covenants, obligations and
agreements hereunder shall be a waiver of any subsequent breach of any other
covenant, obligation or agreement, nor shall any forbearance to seek a remedy
for any breach be a waiver of any rights and remedies with respect to such or
any subsequent breach. 

12.6    Number and Gender: All terms and
words used in this Agreement regardless of the number and gender in which they
are used shall be deemed and construed to include any other number, singular or
plural, and any other gender, masculine or feminine or neuter as the context or
sense of this Agreement or any paragraph or clause herein may require, the same
as if such words have been fully and properly written in the appropriate number
and gender. 

12.7    Survival: All covenants,
representations, and warranties under this Agreement shall survive the
expiration or termination of this Agreement until all obligations of the Parties
hereunder are fulfilled. Without limiting the foregoing, 

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termination or expiration of this Agreement shall not terminate
the right of the Parties to remuneration hereunder. 

IN WITNESS whereof the parties have duly executed this
Agreement as of the date first written above.

	CLENERGEN CORPORATION 	  
	

      

    	  
	By:  ___________________________________________	Witness: 
	Name: __________________________________________	  
	Title:  __________________________________________	  


VILLASAM COMPANY LIMITED



	By:  ___________________________________________	Witness: 
	 	 
	Name: __________________________________________	  
	 	 
	Title:  __________________________________________	  


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SCHEDULE 1 

CRITERIA FOR ACCEPTANCES OF RENEWABLE ENERGY (BIOMASS) PROJECTS


The following benchmarks were agreed as being the baseline
criteria for evaluation of renewable energy projects within the approved
territories. 

1.      Woodchip availability. 60,000
tonnes per year per MW capacity of a project must be available locally to supply
power, prior to the supply of cultivated feedstock, estimated at 2 years from
the date of Majestica planting, or any other mechanism for the supply of
acceptable biomass that keeps the IRR of the project above 20%.

2.      Local demand for electricity.
A minimum demand for 18 MW per hour (supplied to the national grid and/or
designated end user). 

3.      Access to sub stations. An
installation of a 110Kv sub station is required in order to generate electricity
for local consumption. The plantation must be within 15 kms of the
substation.

4.      Availability of Agro-Forestry
land. A footprint of no less than 1600 acres is required to support a 9 MW per
hour power plant, with access to water or sufficient regular rainfall.

5.      A minimum requirement 4.5
litres per tree per day at 1000 plants per acre . Land used for plantation must
have a minimum 49-year lease. 

6.      Evaluation of the possibility
to expand the plantation to a minimum of 25-50,000 acres on land currently not
used for agriculture/agro forestry and does not need clearing of existing
trees/scrubs.

7.      Climatic Conditions. Provide
evidence that temperatures will not drop below 5 degrees C during any month of
the year,

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8.      Transportation/Logistic.
Location of Power Plant should be within 15 kms of the substation. 2 acres of
land is needed for the power plant.

9.      Evaluate the possibility of
rail transportation from the plantation to the port (where host country has a
seaboard) with suitable unloading/loading onto 40,000 tonne container ships.

10.    Pricing of electricity of no less than US
14 cents is required in order to establish the renewable energy project as
commercially and economically viable.

11.    The Government and / or the PPA entity
must have a minimum BBB credit rating.

12.    The project must reach an IRR of no less
than 20% per annum. Company will supply a “plug and play” spreadsheet to allow
the Representative to manipulate factors under the Representatives control. 

13.    The project must have a capability to
negotiate a minimum 10-year income tax break and a waiver on all duties
associated to the importation of capital equipment and biomass supply if not
readably available in country, or a mechanism that will replace the requirement
of Income Tax breaks and duty waivers that keeps the IRR of the project above
20%.

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