Filed by sedaredgar.com - Clenergen Corporation - Exhibit 10.3






CONTRACT REFERENCE CI 760


 

DATED 30 JUNE 2009 

 

BETWEEN 

 

CLENERGEN LIMITED 

 

AND 

 

APPLIED HEAT ENGINEERING
LIMITED 

 

AGREEMENT OF CONTRACT




 

THIS AGREEMENT is made on the 30TH day of JUNE 2009. 

BY AND BETWEEN: 

	 	(1) 	CLENERGEN LIMITED, registered in USA, company
      number ............... whose registered office is at ......................................................................
    
	 	  	 ...................................................................... 
      ......................................................................
    
	 	  	 ...................................................................... 
      ......................................................................
    


(Mark please complete) 

And 

	 	(2) 	 APPLIED HEAT ENGINEERING LIMITED registered in
        UK, company number5825468, whose registered office is at Capital Valley
        Industrial Park Tredegar

	 	 	 
	 		 WHEREAS:






  		A. 	 The Employer requires that
          certain Works should be provided and executed by the Contractor, namely
          the design, delivery, execution, commissioning, testing and completion
          of a Bamboo to Energy Plant at the facility at ..............................
          ..................................................................................................................
          .....................................................................................(Mark
          please complete) 

	 	  	 
	 	B. 	 The Contractor is engaged
          in the business of offering such Works and has all of the necessary
          skill, rights, information, knowledge and experience in that field to
          carry out such works. 

	 	  	  

	 	C. 	 The Contractor has offered
          to the Employer to provide and execute the Works for the sum reflected
          in Clause 5. 

	 	  	  

	 	D. 	 The Employer hereby accepts
          the offer by the Contractor for the provision and execution of such
          Works for the sum specified in Clause 5. 












IT IS AGREED AS FOLLOWS: 

 

	1. 	
      In this Contract Agreement words and expressions shall
      have the same meanings as are respectively assigned to them in the General
      Conditions of Contract referred to below:-

	 	 
	2. 	
      The following documents shall be deemed to form and be
      read and construed as part of this Contract Agreement,
  namely:-



2.1 The general conditions of FIDIC
“conditions of contract for EPC / Turnkey projects” First Edition 1999. 

2.2 The Tender; reference AHE 732.
1175 -3 Dated 9th April 2009 

2.3 Equipment supply list as Appendix 1
additionally identified on drawing reference S6547-001. Being a Waste to Energy
Equipment Supply for 15 MW net output. 

2.4 Equipment not supplied list as
Appendix 2. 

2.5 Program to completion - Appendix 3.


2.6 Any other documents stated in the
Contract to form part of the Contract. 

	3. 	
      The rights and obligations of the Parties under this
      Agreement shall be strictly subject to the following conditions being
      satisfied:-

	 	 	 
		3.1 	
      The Employer providing to the Contractor prior to or on
      the 24th June 2009, a milestone 0 payment of 716,667 Pounds deposited with
      AHE National Westminster Acct no 33380821 Sort Code 60 40 09

	 	 	 
		3.2 	
      The issue of Letter of Credit acceptable to both the
      Employer and the Contractor and the Contractor’s Bank prior to or on the
      date of issue of a valid Notice To Proceed.

	 	 	 
		3.3 	
      If all of the above conditions have not been satisfied or
      waived by 1 December 2009, then this Contract Agreement shall be deemed
      to








	 		
      have terminated and each party shall bear its own costs
      incurred in relation to the negotiation and conclusion of the Contract and
      shall have no claim whatsoever against the other as a consequence of such
      termination.

	 	 	 
	 	3.4 	
      The date at which the conditions precedent contained in
      this Clause 3, are satisfied shall be the Effective Date of the
      Contract.




	4. 	
      The Contractor shall design, deliver, execute,
      commission, test and complete the Works within the Time for Completion and
      remedy any defects therein in conformity, all in accordance with the
      provisions of the Contract.

	 	 
	5. 	
      The Employer shall pay the Contractor in consideration of
      the design, delivery, execution, commissioning, testing and completion of
      the Works and the remedying of defects therein, the firm, fixed price of
      21,500,000 (Twentyone Million Five hundred Thousand Pounds) inclusive of
      all taxes other than Value Added Tax or such other sum as may become
      payable under the provisions of the Contract at the times and in the
      manner prescribed by the Contract (the “Contract Price”). Any payment made
      by the Employer to the Contractor in relation to the Works, including the
      payment under the Clause 3.2 be fully credited against the Contract
      Price.

	 	 
	6. 	
      Prior to the effective date the Employer has the option
      of increasing the contract value at an additional price to be agreed in
      accordance with the required extended scope of supply under the same terms
      and conditions as the AHE supplied equipment.

	 	 
	7. 	
      The parties hereby warrant and undertake, each to the
      other that they have respectively entered into and executed this Contract
      Agreement by their duly authorized representatives in accordance with all
      procedures required by their respective governing laws and constitutional
      documents.

	 	 
	8. 	
      This Contract Agreement may be executed in two or more
      counterparts that shall together constitute one agreement. Any Party may
      enter into this Contract Agreement by duly executing any such
      counterparts.

	 	 
	9. 	
      This Contract Agreement shall be governed by and
      construed in accordance with the laws of England and
  Wales.







In Witness whereof this Deed has been executed by the
parties hereto and is intended to be and is hereby delivered on the date first
before written. 

Executed as a Deed by 

MARK LM QUINN 

CEO CLENERGEN 

 

JOHN BINGHAM 

CONTRACTS DIRECTOR 

APPLIED HEAT ENGINEERING 

 

000