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CONSULTING AGREEMENT

This
  Consulting Agreement (Agreement) is entered into this 15thday of July, 2005 between C&H Capital, Inc, a corporation engaged
  in providing consulting services, through its partners, or affiliates (the Consultant),
  and Encore Clean Energy, Inc., a Delaware corporation (Encore,Client
  or the Company), in connection with the rendering of consulting
  services by the Consultant to the Company on the terms and conditions described
  below.

THEREFORE,
  in consideration of the mutual agreements and covenants set forth in this Agreement,
  and intending to legally bound hereby, the parties agree as follows:

1.
  Engagement of Consultant. The Company hereby engages and retains the Consultant
  to render the consulting services described in paragraph 2 hereof (the Consulting
  Services) for the period commencing on the date first set out above and
  ending twelve (12) months thereafter (the Consulting Period).

2.
  Description of Consulting Services.Consultant will provide Client, upon
  request by client, with the following services:

(a)
  Public relations and investor relations, including without limitation, drafting
  of press releases (subject to approval by Client), maintaining relations with
  Client's shareholder base, conducting conference calls with the investment community
  ("Investor Relations Services").

(b)
  Sourcing, negotiating and closing financings for Client, including, without
  limitation, equity placements, mezzanine or convertible debt and asset based
  lines of credit and/or term loans ("Financing Transactions").

Consultant
  shall use its commercially reasonable best efforts to identify and/or locate
  prospective lenders or investors for Client, to furnish materials describing
  Client's business to such parties based upon information supplied by Client
  (subject to satisfactory confidentiality arrangements), to introduce such parties
  to Client and, if requested, to assist Client in the negotiations and closing
  of a financing transaction and/or such other matters as may be agreed upon between
  the Company and the Consultant. Consultant may engage other entities or individuals
  to assist in providing services to Client whose fees, unless otherwise agreed
  by Client, shall be borne by Consultant. Client agrees that all legal, accounting,
  credit, investigation, valuation, and any other fees associated with Financing
  Transactions shall be borne by Client.

3.
  Extent of Consulting Services. The Consultant shall provide the Consulting
  Services, for not less than eight person/days per month during the Consulting
  Period (the Minimum Consulting Services). A person/day
  shall mean eight person/hours of one or more employees of Consultant and shall
  include domestic travel time for travel outside of a 150 mile radius from the
  Consultants business address. In addition, the Consultant shall make itself
  available during the term of this Agreement for one additional person/day per
  month at the request of the Company for the purpose of providing additional
  Consulting Services (Additional Consulting Services). The Consultant
  may, but will not be required to, devote such additional time to the Company
  as may be requested by the Company.

4.
  Compensation For Consulting Services. Subject to the termination of this
  Agreement in accordance with clause 12 set out below, the Company shall pay
  the Consultant a cash based consulting fee of $3000 US per month (the Consulting
  Fee). The first three monthly payments of which are to be deferred and
  payable by the Company on October 15th, 2005. Thereafter, at his
  election, the Consultant may elect to receive the $3000 monthly fee in cash.

In
  addition, Subject to the termination of this Agreement in accordance with clause
  12 set out below, the Company shall pay the Consultant an equity based consulting
  fee of $20,000 per 3 month period in Common Shares at $.20 per share
  equaling 100,000 shares (the Equity Consulting Fee), which shares
  are to be issued on a quarterly basis on the dates and to the parties set out
  in Exhibit A to this Agreement.

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5.
  Transaction Fees.In addition to fees outlined in clause 4 above, Consultant
  shall be compensated in accordance with the following schedule upon consummation
  of any Financing Transaction:

| | 1) Equity Placement. 10% of gross proceeds of
        equity placement by way of participation on the same terms as any equity
        offering or, 7.5% of gross proceeds if taken in cash at the consultants
        option.
      2) Debt Placement.3% of gross proceeds in cash
        or warrants at the election of the consultant of any debt placement including
        mezzanine, subordinated debt and convertible debt.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Consultant
  shall be entitled to fees for Financing Transactions hereunder for six (6) months
  following termination of this Agreement arising out of Financing Transactions
  with qualified investors or lenders which Consultant introduces to Client at
  any time prior to the effective date of such termination as prospective lenders
  or investors.

If
  a Financing Transaction is consummated, Consultant may, at its option and expense,
  claim appropriate credit for its services, including placing a "tombstone" announcement
  in such newspapers and periodicals as it may select. The content of such announcement
  shall be subject to Clients approval.

6.
  Accumulations of Minimum Consulting Services. Subject to the termination
  of this Agreement in accordance with clause 12 set out below, the Consultant
  shall be entitled to the Consulting Fee whether or not the Company has requested
  that the Consultant provide eight person/days of Consulting Services per month.
  Any person/hour of Consulting Services not requested by the Company in the first
  month to which it is entitled to such person/hour may be requested by the Company
  in any later month during the Consulting Period and will not be considered to
  be Additional Consulting Services, provided that the Consultant shall not be
  required to provide more than ten person/days of Financial Public Relations
  Services in any month.

7.
  Compensation of Out-of-Pocket Expenses. The Company shall be responsible
  for reimbursing the Consultant for reasonable, accountable, out-of-pocket expenses
  incurred in performing the Consulting Services. Such reimbursement will be in
  addition to any Consulting Fees payable to the Consultant as provided for herein
  and will be payable in cash, unless otherwise agreed to by the parties, within
  60 days after receipt of an invoice from the Consultant. Expenses in excess
  of a total of $500.00 in any calendar month will require advance written
  approval by the Company. The cost of all travel, including airline ticketing,
  hotel accommodations and other related travel costs shall, at the election of
  the Consultant, be prepaid by the Company. The Company shall be responsible
  for the fees of accountants, outside legal counsel, other advisors and other
  services requested by the Company when pursuing a transaction.

8.
  Nonexclusivity of Consultants Undertakings. The Company expressly
  understands and agrees that the Consultant shall not be prevented or barred
  from rendering services of the same nature as or similar nature to those described
  in this Agreement, or of any nature whatsoever, for or on behalf of any person,
  firm, corporation, or entity other than the Company. The Company understands
  and accepts that the Consultant is currently providing consulting services to
  other private and public companies and will continue to do so during the term
  of this Agreement. The Company also understands and accepts that the Consultant
  will seek new clients for its consulting services during the term of this Agreement.

9.
  Disclaimer of Responsibility for Acts of the Company.The obligations of
  the Consultant described in this Agreement consist solely of the furnishing
  of information and advice to the Company. In no event shall the Consultant be
  required by this Agreement to act as the agent of the Company or otherwise to
  represent or make decisions for the Company, and the Consultant shall not represent
  to any third party that it acts as agent for or otherwise has the authority
  to make decisions for the Company. All final decisions with respect to acts
  of the Company or its subsidiaries or affiliates, whether or not made pursuant
  to or in reliance on information or advice furnished by Consultants hereunder,
  shall be those of the

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Company or such subsidiary or affiliates, and the Consultant shall under no circumstances be liable for any expense incurred or loss suffered by the Company as a consequence of such decision.

10.
  Confidentiality.Until such time as the same may become publicly known,
  the parties agree that any information of a confidential nature provided to
  either of them by the other will not be revealed or disclosed to any person
  or entity, except as may be necessary in the performance of this Agreement.
  Upon completion of the Consulting Services, and upon the written request of
  the Company, any original documentation provided by the Company to the Consultant
  will be returned to the Company. The Consultant, including each of its affiliates,
  will not directly or indirectly buy or sell the securities of the Company at
  any time when it or they are privy to non-public information.

The
  Consultant agrees that it will not disseminate any printed matter relating to
  the Company, including, without limitation, press releases, without prior written
  approval of the Companys legal counsel.

The
  Consultant acknowledges that the Company will be entrusting the Consultant with
  material non-public information during the term of this Agreement and that,
  as a result, the Consultant will be in a special relationship with the Company.

The
  Consultant agrees that it will comply with all applicable securities laws, and
  will ensure that each of its employees and/or affiliates complies with all applicable
  securities laws, when performing its obligations to the Company under this Agreement.

11.
  Limitation of Services.It is understood between the parties that neither
  the Consultant nor any of its partners or principals are providing legal services,
  accounting services, underwriting services, securities placement services, nor
  sale of securities services to the Company, and such services must be retained
  by the Company at its own cost and expense. It is expressly acknowledged that
  the Consultant will utilize its best efforts in performing the services contemplated
  hereby but no representations are made as to the ultimate success of any transaction
  or other action undertaken by the Company.

12.
  Termination of Relationship.This Agreement will, unless sooner terminated
  as provided for below, continue for the duration of the Consulting Period. The
  term of this Agreement may be renewed upon the mutual agreement of the parties.
  This Agreement shall terminate prior to the end of the Consulting Period upon
  the happening of any one of the following events:

| |  | A. | Either party has provided the other party with written
        notice that such other party has committed a material breach of the terms,
        conditions or covenants of this Agreement and such breach shall not have
        been cured within ten (10) days after such notice is provided.                                                        
| |  | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |    |                                                                                                                                                                                                                                                                                                                                                          
| |  | B. | After an initial 90 day period, either the Consultant
        or the Company may terminate this Agreement without reason upon providing
        the other party with thirty (30) days prior written notice.                                                                                                                                              
| |  |    |                                                                                                                                                                                                                                                                                                                                                          
| |  | C. | The Consultant shall have the right (but not the obligation)
        to terminate this Agreement upon written notice to the Company if it reasonably
        determines that the Company or any of its directors, officer or controlling
        shareholders has engaged in any unlawful, wrongful or fraudulent act.                                   
| |  |    |                                                                                                                                                                                                                                                                                                                                                          
| |  | D. | The Company shall have the right (but not the obligation)
        to terminate this Agreement upon written notice to the Consultant if it
        reasonably determines that the Consultant or any of its directors, officers,
        assignees, controlling shareholders or affiliates has engaged in any unlawful,
        wrongful or fraudulent act.
| |  |    |                                                                                                                                                                                                                                                                                                                                                          
| |  | E. | The Consultant shall have the right (but not the obligation)
        to terminate this Agreement upon written notice to the Company if it reasonably
        determines that any                                                                                                                                                                         

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| |  |  | material facts concerning the Company represented to it during
      the course of performing its services are misstated or untrue or that the
      Company has intentionally failed to provide the Consultant with material
      facts concerning the Company.
| |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In
  the event that this Agreement is terminated in accordance with the provisions
  of this clause 12, the Consultant shall be entitled to any fees earned, or any
  reimbursable expenses incurred, by it prior to the termination of this Agreement.
  Any shares of the Companys common stock delivered to the Consultant and/or
  its permitted assigns prior to the delivery of a notice of termination provided
  for in this clause 12 will be considered earned by the Consultant and may be
  retained by the Consultant.

13. Miscellaneous.

| |  | A. | Notices.Any notice or other communication
        required or permitted by any provision of this Agreement shall be in writing
        and shall be deemed to have been given or served for all purposes if delivered
        personally or sent by registered or certified mail, return receipt requested,
        postage prepaid, addressed to the parties as follows:
| |  | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | To the Consultant: | C&H Capital, Inc.           
| |  |  | ------------------ | ----------------------------
| |  |  |                    | 6585 Sterling Drive         
| |  |  |                    | Suwanee, GA                 
| |  |  |                    | 30024                       
| |  |  |                    |                             
| |  |  | To the Company:    | Encore Clean Energy Inc.    
| |  |  |                    | Suite 610 375 Water Street  
| |  |  |                    | Vancouver, BC Canada V6B 5C6

| |  | B. | Entire Agreement.This Agreement constitutes
        the entire agreement between the parties relating to the subject matter
        of this Agreement and supersedes all prior discussions between the parties.
        There are not terms, obligations, covenants, express or implied warranties,
        representations, statements or conditions other than those set forth in
        this Agreement. No variations or modifications of this Agreement or waiver
        of any of its terms or provisions shall be valid unless in writing and
        signed by both parties.
| |  | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | C. | Amendment.This Agreement shall not be modified
        or amended except by written agreement of the parties hereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | D. | Governing Law.Each of the provisions of this
        Agreement shall be governed by and construed and enforced in accordance
        with the laws of the State of Georgia, excluding its laws relating to
        conflict of laws.                                                                                                                                                                                                                                                                                                                                                 
| |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | E. | Counterpart.This Agreement may be executed
        in any number of counterparts, all of which shall be considered one and
        the same agreement.                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | F. | Delay; Partial Exercise.No failure or delay
        by any party in exercising any right, power or privilege under this Agreement
        shall operate as waiver thereof; nor shall any single or partial exercise
        of any right, power or privilege hereunder preclude any other or further
        exercise thereof or the exercise of any other right, power or privilege.                                                                                                                                                                                                
| |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | G. | Severability.Should any part of this Agreement
        for any reason be declared invalid or unenforceable, such decision shall
        not affect the validity or enforceability of any remaining portion, which
        remaining portion shall remain in force and effect as if this Agreement
        had been executed with the invalid or unenforceable portion thereof eliminated
        and it is hereby declared the intention of the parties hereto that they                                                                                                             

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| |  |    | would have executed the remaining portion of this
        Agreement without including therein any such part, parts or portion which
        may, for any reason, be hereafter declared invalid or unenforceable. Should
        any material term of this Agreement be in conflict any lows or regulations,
        the parties shall in good faith attempt to negotiate a lawful modification
        of this Agreement which will preserve, to the greatest extent possible,
        the original expectation of the parties.
| |  | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | H. | Arbitration.Any controversy or claim arising
        out of or relating to this Agreement, or the breach thereof, shall be
        settled by arbitration in the State of Georgia in accordance with the
        rules of the American Arbitration Association, and the judgment upon the
        award rendered may be entered in any court having jurisdiction thereon.                                                                                                                                                      

14.
  Indemnification and Hold Harmless.In connection with the Consultants
  performing the services enumerated above, the Company acknowledges that the
  Consultant and its partners and principals will to a great extent be relying
  on information provided the Company and its officers and directors. Although
  the Consultant will be reviewing all materials provided to it in connection
  with performing its duties, the Consultant will not be conducting an independent
  due diligence review. Consequently, as a condition to the Consultants
  performing the tasks enumerated herein, the Company hereby agrees to indemnify
  and hold the Consultants and it officers, directors, partners and principals
  harmless against any losses, claims, damages, liabilities and expenses, whether
  joint or several and to defend them against any and all actions or causes of
  actions or threats of actions to which they may become subject and will reimburse
  them for any legal or other expenses including attorneys fees and disbursements
  reasonably incurred by them in connection with the investigation, preparing
  or defending any actions commenced or threatened or claimed whatsoever whether
  or not resulting in any liability insofar as such are based upon (a) any untrue
  statement or alleged untrue statement of material fact contained in any information
  provided to the Consultant by the Company or (b) any failure of the Company
  to provide the Consultant with material facts known by the Company to be necessary
  to make any information provided to the Consultant not misleading.

15.
  Regulation D Agreements of the Consultant.

| |  | A. | The Consultant represents and warrants to the Company
        that it is a U.S. Person as that term is defined by Regulation
        D promulgated under the United States Securities Act of 1933 (the Securities
        Act).                                                                                                                                       
| |  | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |    |                                                                                                                                                                                                                                                                                                                                                                           
| |  | B. | The Consultant acknowledges that the Consultant is
        in the United States at the time the offer to invest in the Company Shares
        was received.                                                                                                                                                                                                               
| |  |    |                                                                                                                                                                                                                                                                                                                                                                           
| |  | C. | The Consultant acknowledges that the Company Shares
        will be restricted securities within the meaning of the Securities
        Act and will be issued to the Consultant in accordance with Regulation
        D of the Securities Act.                                                                                                                          
| |  |    |                                                                                                                                                                                                                                                                                                                                                                           
| |  | D. | The Consultant agrees not to engage in hedging transactions
        with regard to the shares of the Companys common stock that may
        be received by it under the terms of this Agreement unless in compliance
        with the Securities Act.                                                                                                                    
| |  |    |                                                                                                                                                                                                                                                                                                                                                                           
| |  | E. | The Consultant and the Company agree that the Company
        will refuse to register any transfer of the Company Shares not made in
        accordance with the provisions of Regulation D of the Securities Act,
        pursuant to registration under the Securities Act, pursuant to an available
        exemption from registration, or pursuant to this Agreement.
| |  |    |                                                                                                                                                                                                                                                                                                                                                                           
| |  | E. | The Consultant agrees to resell the Company Shares
        only in accordance with the provisions of Regulation D of the Securities
        Act, pursuant to registration under the                                                                                                                                                                                       

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| |  |    | Securities Act, or pursuant to an available exemption
        from registration pursuant to the Securities Act.                                                                                               
| |  | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |    |                                                                                                                                                                                                               
| |  | F. | The Consultant acknowledges and agrees that all certificates
        representing the Company Shares will be endorsed with the following legend
        in accordance with Regulation D of the Securities Act:

> THE SECURITIES REPRESENTED BY THIS CERTIFICATE
>               HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"),
>               AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
>               REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER
>               THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD
>               OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS
>               OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE
>               ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER
>               THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
>               CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.

16.
  Representations and Warranties of the Consultant.The Consultant covenants,
  represents, warrants and acknowledges to the Company as follows, and acknowledges
  that the Company is relying upon such covenants, representations, warranties
  and acknowledgements in connection with the issuance of the Company Shares to
  the Consultant as provided for by this Agreement:

| |  | A. | The Consultant is an investor in securities of companies
        in the development stage and acknowledges that it is able to fend for
        itself, can bear the economic risk of its investment, and has such knowledge
        and experience in financial or business matters such that it is capable
        of evaluating the merits and risks of the investment in the Company Shares.
        The Consultant can bear the economic risk of this investment, and was
        not organized for the purpose of acquiring the Company Shares.                                     
| |  | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | B. | The Consultant has had full opportunity to review
        the filings of the Company with the SEC pursuant to the Securities Exchange
        Act of 1934.                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | C. | The Consultant believes it has received all the information
        it considers necessary or appropriate for deciding whether to invest in
        the Company Shares. The Consultant further represents that it has had
        an opportunity to ask questions and receive answers from the Company regarding
        the business, properties, prospects and financial condition of the Company.
        The Consultant has had full opportunity to discuss this information with
        the Consultants legal and financial advisers prior to execution
        of this Agreement.
| |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | D. | The Consultant acknowledges that this offering of
        the Company Shares to the Consultant has not been reviewed by the United
        States Securities and Exchange Commission (the SEC) and that
        the shares of common stock to be issued by the Company to the Consultant
        pursuant to this Agreement will be issued by the Company pursuant to an
        exemption from registration under the Securities Act.                                                                                                                                                 
| |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | E. | The Consultant understands that the Company Shares
        will be "restricted securities" under the Securities Act as they are being
        acquired from the Company in a transaction not involving a public offering
        and that under such laws and applicable regulations such securities may
        be resold without registration under the Securities                                                                                                                                                                                                                     

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| |  |    | Act only in certain limited circumstances. The Consultant
        represents that it is familiar with SEC Rule 144 as presently in effect,
        and understands the resale limitations imposed thereby and by the Securities
        Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | F. | The Company Shares will be acquired by the Consultant
        for investment purposes and for the Consultant's own account, not as a
        nominee or agent or with a view to the resale or distribution of any part
        thereof, and the Consultant has no present intention of selling, granting
        any participation in, or otherwise distributing the Company Shares. The
        Consultant does not have any contract, undertaking, agreement or arrangement
        with any person to sell, transfer or grant participations in, any of the
        Company Shares.                                                                                                                                                                                                                                                              
| |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | G. | The Consultant acknowledges that an investment in
        the Company is highly speculative and only investors who can afford the
        loss of their entire investment should consider investing in the Companys
        securities. The Consultant is financially able to bear the economic risks
        of an investment in the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | I. | The Consultant is not aware of any advertisement of
        the Companys common stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | J. | This Agreement has been duly authorized, validly executed
        and delivered by the Consultant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | K. | The Consultant has satisfied itself as to the full
        observance of the laws of its jurisdiction in connection with any invitation
        to subscribe for shares in the Companys common stock or any use
        of this Agreement, including (i) the legal requirements within its jurisdiction
        for the purchase of the Company Shares; (ii) any foreign exchange restrictions
        applicable to such purchase; (iii) any governmental or other consents
        that may need to be obtained; (iv) the income tax and other tax consequences,
        if any, that may be relevant to an investment in the Companys common
        stock; and (v) any restrictions on transfer applicable to any disposition
        of the Company Shares as may be imposed by the jurisdiction in which the
        Consultant is resident.

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In
  witness whereof, the undersigned parties hereto have executed this Agreement
  on the dates set forth opposite their respective signatures.

|Dated: July 22, 2005 | ENCORE CLEAN ENERGY INC.
|-------------------- | ------------------------

|                     |                  |                      
|-------------------- | ---------------- | ---------------------
|                     | By:              | /s/ Dan Hunter       
|                     |                  | Dan Hunter           
|                     |                  | President CEO and CFO
|                     |                  |                      
|                     |                  |                      
|                     |                  |                      
|Dated:July 22, 2005. | C&H Capital, Inc
|                     |                  |                      
|                     |                  |                      
|                     |                  |                      
|                     | By:              | /s/ Jason Assad      
|                     |                  | Jason Assad          
|                     |                  | President            

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Exhibit A

|1. | On execution of this agreement, plus October 15th, 2005, January 15th, 2006 and April 15th, 2006, one hundred thousand (100,000), shares of the Companys common stock shall be delivered by
Encore Clean Energy , Inc. to the following entities in the following amounts:
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | One hundred thousand (100,000) shares to: | C&H Capital, Inc.  
| | ----------------------------------------- | -------------------
| |                                           | 6585 Sterling Drive
| |                                           | Suwanee, GA        
| |                                           | 30024              

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