Exhibit 10.9 - Global Green Solutions Inc. revised agreements with Chisholm Brothers International related to business development of strategic pipeline emissions reduction projects





Exhibit 10.9





Global Green Solutions Inc. revised agreements with Chisholm Brothers International( Bruce Chisholm and Hugh Chisholm)related to business development of strategic pipeline emissions reduction projects 

	Parties  	Global Green Solutions Inc.  
	  	Sealweld International Company Ltd.  
	  	           ·   	Chisholm Brothers International  
	 	 
	Subject Matter Area  	Pipeline Emissions Reduction Business  
	 	 
	Background  	The pipeline emissions reduction business assets acquired by  
	  	Global Green Solutions Inc (GGS) from Sealweld International  
	  	(SWI) and the Chisholm Brothers (CB's) was planned to have  
	  	secured significant contracts by September 2006 with revenue  
	  	beginning in 2006 and ramping up in 2007.  
	 	 
	  	This business segment has not performed to the commitments  
	  	and expectations stated by the CB's. The 30th September 2006  
	  	was an agreed date to review the business opportunities  
	  	delivered by the CB's  
	 	 
	  	In October 2006, the GGS board reviewed the progress made,  
	  	business value delivered and costs incurred by since acquiring  
	  	the assets of SWI in December 2005 and the CB's being  
	  	contracted by GGS in January 2006.  
	 	 
	  	For reasons of no significant contracts or revenues having been  
	  	developed as committed by the CB's in period ending 2006  
	  	and the relatively high expenditure costs incurred, a decision  
	  	was made by the GGS board to restructure the pipeline  
	  	emissions reduction business into a separate strategic  
	  	business unit (SBU).  
	 	 
	  	The performance and contribution of the CB's will be measured  
	  	against defined metrics on an ongoing (quarterly) basis to  



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	  	enable future decisions as to the viability of this business unit to  
	  	be determined by the GGS board.  
	 	 
	  	During October 2006, the CB's presented an offer to the GGS  
	  	board whereby they would relinquish a majority of the stock  
	  	previously offered to them in return for a share of the revenues  
	  	generated by the pipeline emissions reduction SBU.  
	 	 
	  	On the basis of this form of proposal the board agreed the  
	  	following with the CB's  
	 	 
	Prior Agreements  	The following agreements to be terminated or revised and re-  
	  	issued.    
	  	·   	Sealweld International Asset Purchase Agreement dated  
	  	  	23rd December 2006  
	  	·   	Employment Agreement B Bruce Chisholm dated January  
	  	  	18th  2006  
	  	·   	Employment Agreement B Hugh Chisholm dated January  
	  	  	18th  2006  
	 	 
	New Agreements  	Performance Related Benefits Agreement with change in Stock  
	  	position as related to the Asset Purchase Agreement.  
	 	 
	  	Independent Contractor Agreement - Chisholm Brothers  
	  	International  
	 	 
	GGS Stock  	7,500,000 restricted "144" shares to be reallocated by GGS at  
	Agreement  	the same par value US$0.001 per share it was offered to the  
	  	CB's. The balance of 1,000,000 restricted "144" shares to  
	  	remain with the CB's as full and final compensation for their  
	  	participation in the affairs of GGS as consultants to the date of  
	  	termination of all prior agreements as provided for herein.  
	 	 
	Performance Related  	With CB's (combined / not individual agreement)  
	Benefit Agreement  	  	 ·   	     Bruce Chisholm  
	  	  	 ·   	     Hugh Chisholm  
	 	 		  
	  	5% Net Revenue of benefits generated by GGS from Pipeline  
	  	Emission Strategic Business Unit comprising;  
	  	·   	GGS Revenue generated by GGS from Carbon Credits after  
	  	  	payment of contracted percentage of Carbon Credits to  
	  	  	beneficiary country government or customer.  
	  	·   	GGS Revenue generated from project services directly sold  
	  	  	to operating customer.  
	  	·   	GGS Revenue generated from project materials directly  
	  	  	sold to operating customer  



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	   	·   	GGS Revenue generated from government or other related  
	  	  	authority grants.  
	 	  	  
	  	Payment of benefit to CB's back to back with GGS payment  
	  	received from Customer.  
	  	·   	GGS to notify CB's that Sales Invoice has been issued to  
	  	  	the Customer and when payment is received.  
	  	·   	CB's to invoice GGS for payment within 30 days of receipt of  
	  	  	payment from Customer  
	 	 	 
	Qualification on  	The sale (and sell price) of GGS share of generated carbon  
	Carbon Credits  	credits may vary as follows;  
	forming Performance  	·   	Contracted forward discounted sale with a buyer(whole or  
	Related Benefit  	  	part of credits generated)  
	  	·   	Contracted spot market sale with a buyer(whole or part of  
	  	  	credits generated)  
	  	·   	Volume spot market sell (whole or part of credits generated)  
	  	·   	Bank the credits for future sale at anticipated higher price  
	  	  	(whole or part of credits generated)  
	 	 	 
	  	The CB's will have the choice of;  
	  	·   	CB's 5% share of GGS share of Carbon Credits generated  
	  	  	as per above, or  
	  	·   	Immediately receiving 5% of GGS share of Carbon Credits  
	  	  	generated.  
	 	 	 
	  	The 5% Gross adjusted revenue (cash income) from Carbon  
	  	Credits will continue year on year for the duration of the  
	  	contract under which the carbon credits are generated.  
	 	 
	Compensation  	     
	Agreement  	     
	GGS Business Unit  	Pipeline Emissions Reduction SBU  
	Role  	Business Development  
	Scope of Services to  	Business development of project opportunities up to the  
	be provided.  	securing of a Memorandum of Understanding against which a  
	  	definitive contract can be negotiated and implemented by GGS.  
	Compensation  	Independent Contractor Agreement  
	  	·   	Chisholm Brothers International  
	 	 	 
	  	Compensation US$144,000 per annum paid on last day of  
	  	each calendar month in 12 equal installments.  
	Business Expenses  	For the 12 month period 31th December 2006 to 30st November  
	  	2007, GGS will initially budget up to $60,000 for acceptable 3RD  
	   	party Business Expenses for the CB's providing business  



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	   	development services against strategic and agreed business  
	  	objectives.  
	 	 
	  	Pre-approved business expenses will comprise the following;  
	  	·   	Air-travel - Economy class paid direct by GGS  
	  	·   	Hotel Accommodation, meals and all other miscellaneous  
	  	  	expenses - US$275 per hotel night paid on a fixed per deim  
	  	  	basis.  
	 	 	 
	  	Note 1: Travel, hotel or other expenses will not be paid for  
	  	home locations.  
	  	·   	Bruce Chisholm - Vancouver  
	  	·   	Hugh Chisholm - Houston  
	  	Note 2: Pre-approval in writing by GGS will be required for all  
	  	international business trips.  
	 	 
	Support Costs and  	The following support will be provided at GGS cost;  
	Expenses  	   	   
	  	·   	Executive sales support  
	  	·   	Contract development and management  
	  	·   	Alliance development (i.e. Ecofys)  
	  	·   	Sales support from operations  
	  	·   	Trade show/event support  
	  	·   	Demonstration project support  
	  	·   	Regus offices (global)  
	  	·   	Sales and marketing collateral  
	  	·   	Formation of local legal entities  
	  	·   	Additional business development personnel  
	Target SBU  	The following business development territories and strategic  
	Opportunities  	target opportunities have been agreed with the CB's and will  
	  	comprise the contracts against which performance will be  
	  	measured, compensation for services paid, business expenses  
	  	invested/ reimbursed;  
	 	 
	  	·   	Venezuela - PDVSA Gas  
	  	·   	Mexico - Pemex Gas  
	  	·   	Ukraine - Cherkassy / Ukkertransgas  
	  	·   	Poland - Polish Gas  
	 	 	 
	  	The target opportunities will be classified under Clean  
	  	Development Mechanism (CDM), Joint Investment (JI),  
	  	Methane to Markets (M2M) or other GHG emissions reduction  
	  	protocols.  
	Term  	1 Year renewable with quarterly performance review  
	 	Commencement date 01 January 2007 
	Performance Review  	Performance will be measured against the following metrics;  



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	   	·   	Obtaining a signed MOU with target customers within the  
	  	  	timeframe agreed  
	  	·   	Obtaining a signed Definitive Agreement with target  
	  	  	customers within the timeframe agreed  
	  	·   	Focus on target agreed objectives  
	  	·   	Expenditure in pursuing target agreed objectives  
	 	 
	Termination  	Either party may terminate the contract without cause with 60  
	  	days notice (unless otherwise mutually agreed in writing)  
	 	 
	  	If terminated by the CB's;  
	  	·   	The 5% share of net revenue of benefits generated by GGS  
	  	  	will be paid to the CB's for the period GGS receives revenue  
	  	  	from Definitive Contracts which have been signed by GGS  
	  	  	and the Customer at the date of termination.  
	  	·   	CB's will receive no future benefit from projects under  
	  	  	development where a Definitive Contract has not been  
	  	  	signed by GGS and the Customer.  
	 	 	 
	  	If terminated by the GGS;  
	  	·   	The 5% share of net revenue of benefits gereated by GGS  
	  	  	will be paid to the CB's for the period GGS receives revenue  
	  	  	from Definitive Contracts which have been signed by GGS  
	  	  	and the Customer at the date of termination.  
	  	·   	CB's will receive no future benefit from projects under  
	  	  	development where a Definitive Contract has not been  
	  	  	signed by GGS and the Customer at the date of termination  
	  	  	and for the period of 4 months thereafter.  
	 	 
	  	On termination GGS owns the rights to all project opportunities  
	  	in which the CB's were engaged on under their agreement with  
	  	GGS  
	 	 
	Existing Business  	CB's will have the first right of refusal to take over any existing  
	Opportunity  	GGS business development opportunities relating to activities  
	  	carried out by the CB's and invested in by GGS where GGS  
	  	does not wish to proceed with the opportunity. CB's will offer  
	  	reasonable compensation for costs incurred by GGS.  
	 	 
	  	CB's will have the first right of refusal to take over any existing  
	  	GGS Definitive Contract relating to activities carried out by the  
	  	CB's and invested in by GGS where GGS does not wish to  
	  	proceed with the Contract. GGS will receive 5% Gross adjusted  



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	   	revenue (cash income) from Services and Carbon Credits year  
	  	on year for the duration of the contract under which the carbon  
	  	credits are generated.  
	 	 
	New Business  	GGS will have the first right of refusal to take over any new  
	Opportunity  	CB's business development opportunities relating to activities  
	  	carried out by the CB's and invested in by GGS on the same  
	  	terms as other Performance Related Benefits. Where GGS  
	  	does not wish to proceed with the opportunity CB's will offer  
	  	reasonable compensation for costs incurred by GGS and they  
	  	can sell the opportunity to any other interested party provided  
	  	the consideration paid by such interested party may not be less  
	  	that the consideration for which the business opportunity was  
	  	offered to GGS.  
	 	 
	  	GGS will have the first right of offer or refusal to take over any  
	  	new CB's business development opportunities relating to  
	  	activities carried out by the CB's and not-invested in by GGS on  
	  	the same terms as other Performance Related Benefits.  
	 	 
	  	CB's may propose any other technology and business  
	  	opportunity to GGS related to its strategic business markets for  
	  	which due consideration will be given. Should GGS be  
	  	interested in the technology or opportunity an agreement will be  
	  	negotiated on a case by case basis.  
	 	 
	Authority  	The CB's will have no legal or otherwise implied authority to  
	  	commit GGS to any form of binding contract, the formation of  
	  	any legal entity, or any expenditures other than as covered  
	  	under business expenses.  
	Management Reports  	The CB's will require to submit a weekly (end of week) written  
	  	business update and status report covering all strategic  
	  	business development opportunities with planned actions for  
	  	the following week. GGS will advise the format and content of  
	  	the report.  
	 	 
	  	The CB's will require to submit a monthly (end of month) written  
	  	executive progress and status report covering all strategic  
	  	business development opportunities with planned actions for  
	  	the following month. GGS will advise the format and content of  
	  	the report.  
	NDA and  	To be provided  
	Confidentiality  	  
	Agreement  	  
	Non Compete  	To be added  
	Agreement  	After 2 years from date of termination of GGS agreement  



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	Entire Agreement and  	This agreement contains the entire understanding between and  
	Prior Agreements  	among the parties and supersedes any prior understandings  
	  	and agreements among them regarding the subject matter of  
	  	this agreement.  



 

 

 

 

 

 

 

 

 

 

 

 

 

 

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