Exhibit 10.33


 


This
Agreement (the "Agreement") is made and entered into on November 19, 2016 (the "Effective Date")
by and 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")



 


	(B)	PACIFIC
                                         GREEN TECHNOLOGIES INC, a limited liability company with its registered office at
                                         5205 Prospect Road, San Jose, California USA 95129 ("PGTK") will guarantee
                                         the performance and obligations of PGTC.



 


and


 


	(C)	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)	Li
                                         Xionghao is a Professional Chief Engineer with SPEM who is seconded to PGTC by SPEM;
	(2)	Li
                                         Xionghao is industry recognized professional and has extensive experience emission control
                                         system engineering and design in China;
	(3)	PGTC
                                         wishes to engage the services of Li Xionghao to provide professional engineering and
                                         design services for its emission control systems;
	(4)	PGTK
                                         will guarantee the performance and obligations of PGTC.



 


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;



 


	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 Schedules to this Agreement.




 




     


     


    

 


	2.	TERM AND APPOINTMENT




 


	2.1	This Agreement shall have effect from the date first
noted and shall continue for six-months unless terminated by mutual agreement between the parties.




 


	2.2	After six-months the parties will negotiate in good
faith for an ongoing contract for services of a similar nature.




 


	3.	PAYMENT AND CONSIDERATION




 


	3.1	The consideration for these Services and contribution
to the procurement of the Yancheng project and the work provided within the Joint Venture payment of the following will be made:




 


	 	3.1.1	Cash consideration of US$31,500 paid to Power China
SPEM on or before the 31st of December 2016.




 


	 	3.1.2	Cash Bonus of US$20,000 will be paid to Li Xionghao
for the successful performance of the high sulphur test conducted at the joint venture project delivered by PGTC and Power China
SPEM;




 


	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 supersedes all prior agreements entered
into by the Parties.




 


	5.2	This Agreement contains the entire agreement of the
parties with respect to the subject matter of this Agreement and supersedes all prior agreements and arrangements (whether written
or oral) in relation to such subject matter between the parties and may only be varied by the written agreement of both parties.




 




    	 	2	 



     


    

 


	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
MANMAC's obligations under this Agreement be materially hampered, interrupted or interfered with by reason of any Event of Force
Majeure, then the obligations of ENVIRO/ENVI 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.


 


	7.	NO PARTNERSHIP, GOVERNING LAW & ANNOUNCEMENTS




 


	7.1	Nothing contained in this Agreement shall be deemed
to create any relationship of agency, partnership, joint venture or contract of employment between the parties.




 


	7.2	This Agreement shall be governed by and construed in
all respects in accordance with the laws of British Columbia and each party hereby submits to the exclusive jurisdiction of the
Provincial 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
Blank


 




    	 	3	 



     


    

 


SIGNATURE
PAGE


 


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


 


	For
    and on behalf of	 	 
	Pacific
    Green Technologies China Limited	/s/
    Scott Poulter
	 	Scott
    Poulter
	 	 	 
	For
    and on behalf of	 	 
	Pacific
    Green Technologies, Inc.	/s/
    Scott Poulter
	 	Scott
    Poulter
	 	 
	For
    and on behalf of Power China SPEM	
	 	Name:	 
	 	Title:	 


 




 


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