Exhibit 10.38


 





 






     


     


    

 


THIS
SALES AND MARKETING AGREEMENT is made the of 1st of January 2017.


 


BETWEEN


 


		(A)	PACIFIC
                                         GREEN TECHNOLOGIES CHINA LIMITED, a Hong Kong registered limited liability company
                                         with its registered office at 301-303, 3/F, Golden Gate Commercial Building,136-138 Austin
                                         Road, Tsim Sha Tsui, Kowloon, Hong Kong ("PGTC")



 


AND


 


		(B)	POWERCHINA
                                         SPEM LIMITED COMPANY, a company incorporated in the Peoples Republic of China having
                                         its registered address at 80 Hangdu Road, Shanghai, China 201316 ("SPEM")



 


WHEREAS


 


		(1)	PGTC
                                         owns the rights to patented emission control systems including ENVI-CleanTM,



 


		(2)	PGTC
                                         and SPEM have entered into a joint venture partnership to market, fabricate and install
                                         ENVI-CleanTM emission control technologies in the Peoples Republic of China,



 


		(3)	SPEM
                                         will provide the sales and marketing for ENVI-CleanTM and other PGTC products
                                         as agreed during the term of the agreement,



 


		(4)	SPEM
                                         has agreed to use its resources in other markets in which it has contacts, agents or
                                         market influence to assist PGTC,



 


		(5)	PGTC
                                         and SPEM have mutually agreed to enter into a Sales and Marketing agreement.



 


IT
IS AGREED


 


	1.	DEFINITIONS AND INTERPRETATION




 


	1.1	The following terms shall have the following meanings:




 


	Term	Shall mean the term of this Agreement described in Clause
2;
	 	 
	Force Majeure	Shall mean any event affecting the performance of any
provision of this Agreement arising from or attributable to acts, events, omissions or accidents which are beyond the reasonable
control of a party including, without limitation, any abnormally inclement weather, flood, lightning, storm, fire, explosion,
earthquake, subsidence, structural damage, epidemic or other natural physical disaster, failure or shortage of power supplies,
war, military operations, riot, crowd disorder, strike, lock-outs or other industrial action, terrorist action, civil commotion
and any legislation, regulation, ruling or omissions of any relevant government, court or any competent national or international
authority;




 




    	 	2	 



     


    

 


	1.2	The singular includes the plural and vice versa.




 


	1.3	The clause headings do not form part of this Agreement
and should not be taken into account in its construction or interpretation.




 


	1.4	References in this Agreement to the Schedule are to
the Schedule to this Agreement.




 


	2.	TERM AND APPOINTMENT




 


	2.1	This Agreement shall have effect for nine months from
the date of the Agreement.




 


	2.2	The Agreement may be renewed by mutual consent of the
parties.




 


	3.	PAYMENT AND CONSIDERATION




 


	3.1	The consideration for SPEM's services, PGTC has agreed
to a fee of RMB1,050,000 to be as US$160,198 on the 9 month anniversary of the acceptance of the system.




 


	4.	ASSIGNMENT, CONFIDENTIALITY & SEVERABILITY




 


	4.1	Neither party may assign any of its rights or obligations
under this Agreement without the prior written consent of the other party, such consent not to unreasonably withheld or delayed
providing that neither party is detrimentally affected by the assignment.




 


	4.2	The parties acknowledge that the contents, in particular
the financial details of this Agreement are confidential and neither party will disclose any information concerning the terms
of this Agreement without the prior written consent of the other except as required by law or as reasonably necessary for the
operation of this Agreement.




 


	4.3	Should any provision of this Agreement be considered
void or voidable under any applicable law, such provision shall to the extent required be severed or amended in such a manner
as to render the rest of this Agreement valid or enforceable, unless the whole commercial object is thereby frustrated.




 


	5.	ENTIRE AGREEMENT AND WAIVER




 


	5.1	This Agreement contains the entire agreement of the
parties with respect to the subject matter of this Agreement




 


	5.2	This Agreement may only be varied by the written agreement
of both parties.




 


	5.3	A waiver by either party of a breach of any term or
condition of this Agreement in any one instance shall be in writing, and shall not be deemed as a continuing waiver or a waiver
of any subsequent breach unless so provided by written notice.




 


	6.	FORCE MAJEURE




 


Should
SPEM's obligations under this Agreement be materially hampered, interrupted or interfered with by reason of any Event of Force
Majeure, then the obligations of SPEM shall be suspended during the period of such hampering, interference or interruption consequent
upon such event or events and shall be postponed for a period of time equivalent to the period or periods of suspension, and the
parties will use their best commercial endeavors to minimize and reduce any period of suspension occasioned.


 




    	 	3	 



     


    

 


	7.	NO PARTNERSHIP, GOVERNING LAW & ANNOUNCEMENTS




 


	7.1	Nothing contained in this Agreement shall be deemed
to alter the terms of the joint venture partnership between the parties.




 


	7.2	This Agreement shall be governed by and construed in
all respects in accordance with the laws of the Peoples Republic of China and each party hereby submits to the exclusive jurisdiction
of the Chinese arbitration or courts.




 


	7.3	Neither party shall make (and the parties shall ensure
that no person connected with them shall make) any public statement, issuance or announcement about the signature of this Agreement
without the prior written approval of the other party except as required by law or by any legal authority.




 


Intentionally
Left Blank


 






    	 	4	 



     


    

 


SIGNATURE
PAGE


 


IN
WITNESS whereof the parties have duly executed this Agreement the day and year first above written.


 










	Authorized
                                         for and on behalf of




	 	 
	PACIFIC
                                         GREEN TECHNOLOGIES CHINA LIMITED




	
	 	/s/
    Scott Poulter
	 	Scott
    Poulter
	 	 	 
	For
                                         and on behalf of



	 	 
	POWER
    CHINA SPEM LIMITED COMPANY	
	 	Name:	 
	 	Title:	 


 


 


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