EX-4.1

     

    Cooperation
      Framework Agreement

     

    THIS
      Cooperation
      Framework Agreement
      (Agreement) is made as of the ____ day of August 2005, in Beijing PRC., by
      and
      between:


     

    Biosphere
      Development Corp.,


     

    Shenzhen
      Branch of Yankuang Group Co., Ltd.,

     

    And

     

    Shenzhen
      Rayes Group Co., Ltd.,


     

    referred
      to from time to time collectively as the "Parties."

     

    Whereas

     

    
      	
              a)

            	
              Biosphere
                Development Corp., is a subsidiary of Global Environmental Energy
                Corp.,
                (GEECF Nassau), a corporation registered in Commonwealth of Bahamas
                and
                publicly traded on stock markets both in Germany and the United States
                (GEECF: NASDAQ OTCBB; Deutsche Borse Frankfurt
                DE:GLI);

            


    

     

    
      	
              b)

            	
              Shenzhen
                Branch of Yankuang Group Co., Ltd., is the Shenzhen branch of Yankuang
                Group Co., Ltd., a group corporation engaged in coal, coal chemistry,
                electrolytic aluminum, electricity generation, construction materials,
                mechanical process, trading etc. Yanzhou Coal Corp, a subsidiary
                controlled by Yankuang Group Co., Ltd., is a coal industry company
                listed
                in the stock markets of New York, Hong Kong and
                Shanghai;

            


    

     

    
      	
              c)

            	
              Shenzhen
                Rayes Group Co., Ltd., is a limited liability company incorporated
                in
                Shenzhen, PRC whose major business scope covers information technology
                service, trading and investment
                management;

            


      	 	 


      	
              d)

            	
              Global
                Environment Energy Corp enjoys a license to a technology known as
                the
                Biosphere ProcessTM1System
                from McCormack Consultants, the ultimate owner of the said
                technology. Subject to the approval of McCormack Consultants, and
                contractual obligations between McCormack Consultants and Global
                Environment Energy Corp., Biosphere Development Corp., enjoys the
                global
                right (including the rights to license any third party) to manufacture,
                sell and operate the Biosphere SystemTM. The Biosphere SystemTM is an
                advanced waste treatment and power generation technology which it
                is
                recognized offers great commercial
                value;

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              e)

            	
              Shenzhen
                Branch of Yankuang Group Co., Ltd., and Shenzhen Rayes Group Co.,
                Ltd.,
                with the competitive advantages in financing and marketing network
                for the
                commercial application and promotion of the Biosphere SystemTM in PRC, are
                able to handle and complete successfully the legal formalities such
                as
                governmental approval for the project, environmental permit and other
                procedures necessary for the operation of the project, as well as
                to
                obtain the most preferential policy and support from the governments
                at
                all levels in PRC; 

            


    

     

    
      	
              f)

            	
              Biosphere
                Development Corp., Shenzhen Branch of Yankuang Group Co., Ltd. and
                Shenzhen Rayes Group Co., Ltd., intend to cooperate with each other
                in the
                project of commercial application of the Biosphere SystemTM
                in
                PRC;

            


    

     

    
      	
              g)

            	
              Biosphere
                Development Corp., Shenzhen Branch of Yankuang Group Co., Ltd. and
                Shenzhen Rayes Group Co., Ltd. have reached consensus in principle
                concerning the cooperation by signing the Letter of Intent on 20
                January
                2005 and the Memorandum of Understanding on 24 March
                2005.

            


    

     

    Under
      the
      abovementioned circumstances and through friendly negotiation, Biosphere
      Development Corp.,, Shenzhen Branch of Yankuang Group Co., Ltd., and Shenzhen
      Rayes Group Co., Ltd., agree to enter into this Agreement on the cooperation:
      


     

    1.
      Definition and Interpretation

     

    
      
        

      

    

    
      1 Biosphere,
        Biosphere SystemTM, Biosphere Process and Biosphere ProcessTM System are copyright
        trademarks of the Life Energy Partnership 1994, and of McCormack Consultants.
        

       

    

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	1.1	
              Unless
                otherwise expressed in this Agreement, the following words and phrases
                shall have the meanings as provided
                below:

            


    

     

    
      	
            	“This
              Agreement”
              	
              shall
                mean this Agreement and all of its schedules as amended from time
                to
                time.
                The terms and conditions set forth herein constitute the
                entire     understanding of the Parties and replace
                and supersede any prior understandings or agreements either written
                or
                oral.

            


    

     

    
      
        	
              	“PRC
                Parties”
                	
                shall
                  mean Shenzhen Branch of Yankuang Group Co., Ltd., and Shenzhen
                  Rayes Group
                  Co., Ltd.

              


      

    

     

    
      	
            	“Biosphere
              SystemTM”	
              shall
                mean the technology and proprietary
                system commonly referred to as the Biosphere ProcessÔ
                System, all components thereof and associated know thereto developed
                prior
                to this Agreement or during the course of the undertakings called
                for in
                this Agreement, including
                any improvements, developments, modifications and upgrading thereto
                recognized by all parties hereto as owned in perpetuity by McCormack
                Consultants for the treatment of civic everyday wastes and generation
                of
                electricity from such treatment;

            


    

     

    
      	
            	“Project”	
              shall
                mean the project of commercial application of Biosphere SystemTM
                in
                PRC in which all parties will cooperate;


            


    

     

    
      	
            	“GEECF”	
              shall
                mean Global Environmental Energy Corp, the parent company of Biosphere
                Development Corp., and a
                corporation registered in Commonwealth of   Bahamas and publicly
                traded on stock markets both in Germany and the United States (GEECF:
                NASDAQ OTCBB; Deutsche Borse Frankfurt
                DE:GLI);

            


    

     

    
      	
            	“BVI1”	
              a
                new “to be formed company” which will be incorporated in the British
                Virgin Islands and controlled by Shenzhen Rayes Group Co., Ltd.
                

            


    

     

    
      	
            	“BVI2”	
              a
                new “to be formed company” which will be incorporated in the British
                Virgin Islands and controlled by Shenzhen
                Branch of Yankuang Group Co., Ltd.

            


    

     

    
      	
            	“Licensing 
              Asia”	
              a
                new “to be formed company” which will be incorporated in the British
                Virgin Islands and controlled by Biosphere Development Corp., and
                BVI1;

            


    

     

    
      
        
        

      

      
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            	“Bio/Yankuang
              Hong
              Kong Listed”	
              a
                new “to be formed company” which will be incorporated in the British
                Virgin Islands and controlled by Biosphere Development Corp., and
                BVI2;

            


    

     

    
      	
            	“EEI””	
              shall
                mean Shenzhen Environmental Energy Investment Holding Company Limited
                (the
                name of EEI is subject to approval of the SAIC or its branches),
                a
                Sino-foreign joint venture company to be incorporated by “Bio/Yankuang
                Hong Kong Listed”
                and Shenzhen Branch of Yankuang Group Co.,
                Ltd.;

            


    

     

    
      	
            	“EET”	
              shall
                mean Shenzhen Environmental Energy Technology Company Limited to
                be
                incorporated by Shenzhen Rayes Group Co.,
                Ltd.;

            


    

     

    
      	
            	“Local
              Operating
              Companies”	
              shall
                mean the new “to be formed companies” which will be incorporated in the
                PRC in accordance with the marketing development plan by EEI 
                (holding 51% of the equity shares of the Local Operating Companies)
                and
                EET (including any third parties designated by EET, holding 49% of
                the
                equity shares of the Local Operating Companies) to apply the Biosphere
                SystemTM for waste treatment and generation of electricity
                power;

            


    

     

    
      	
            	“PRC”	
              shall
                mean People’s Republic of China. For the purpose of this Agreement, PRC
                shall not include Hong Kong Special Administration Region, Macau
                Special
                Administration Region and Taiwan
                Province;

            


    

     

    
      	
            	“Working
              Days”	
              shall
                mean the normal bank working days in PRC and
                USA;

            


    

     

    
      	
            	“Force
              Majeure”
              	
              shall
                mean unforeseeable, unavoidable and uncontrollable occurrence or/and
                circumstance that prevent any party or all parties to perform their
                obligations under this Agreement, which includes but not limited
                to the
                changes of laws and legislations, governmental act, natural disasters
                such
                as earthquakes, flooding etc.

            


    

     

    
      	1.2	
              Reference
                to the “Shenzhen Branch of Yankuang Group Co., Ltd.”, the “Shenzhen Rayes
                Group” and “Biosphere Development Corp.” also include reference to their
                respective affiliates and successors, whether by operation of law
                or
                otherwise. 

            


    

     

    
      
        
        

      

      
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    2.
      Scope and Objective of Cooperation 

     

    2.1 
      Scope of Cooperation

     

    Based
      upon the Biosphere SystemTM
      technology, the Parties to this Agreement decide to jointly develop the civic
      waste treatment and electricity generation projects in PRC market and promote
      the development of civic waste treatment industry and environment protection
      industry in PRC.


     

    2.2 
      Objective of Cooperation

     

    The
      Parties will try their best endeavor to build no less than 1300 units of
      Biosphere SystemTM
      waste
      treatment systems in the cities all around PRC within 5 years, for the purpose
      of gaining satisfactory economic interests and investment return to all Parties
      as well as bringing about positive social effects. 


     

    3、 
      Structure
      of Cooperation

     

    3.1 
      Structure of Cooperation

     

    The
      structure of cooperation among all Parties to this Agreement is described in
      Schedule
      1 attached
      hereto. 


     

    3.2 
      Establishment and Function of Licensing Asia

     

    Biosphere
      Development Corp., and BVI1, a company controlled by Shenzhen Rayes Group Co.,
      Ltd., will jointly incorporate Licensing Asia in Hong Kong. 

     

    Biosphere
      Development Corp. shall make the capital contribution of USD 51,000 in cash
      to
      Licensing Asia to hold 51% of the equity shares of Licensing Asia. BVI1 shall
      make the capital contribution of USD 49,000 in cash to Licensing Asia to hold
      49% of the equity shares of Licensing Asia.

     

    
      
        
        

      

      
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    The
      functions of Licensing Asia include (without limitation):

     

    
      	 	
              a)

            	
              to
                serve as the entity to make investment and conduct market promotion
                activities in PRC and Asia on behalf of Biosphere Development
                Corp.;

            


    

     

    
      	 	
              b)

            	
              Biosphere
                Development Corp. will grant a license to the Biosphere SystemTM
                technology and relevant rights thereto to Licensing Asia in return
                for a
                license fee. This license will liscence Licensing Asia to l sub-license
                the PRC Parties in return for a license fee to manufacture, market,
                sell
                and operate the Biosphere SystemTM
                equipments;

            


    

     

    
      	 	
              c)

            	
              to
                establish the the
                first Chinese Biosphere
                Process System and to the provide a center of Biosphere Process Technology
                expertise in China;;

            


    

     

    
      	 	
              d)

            	
              to
                serve other such functions as may agreed from time to time jointly
                by
                Biosphere Development Corp. and Shenzhen Rayes Group Co., Ltd.
                

            


    

     

    3.3
       Incorporation
      and Functions of “Bio/Yankuang
      Hong Kong Listed”

     

    Biosphere
      Development Corp. and BVI2, a company controlled by Shenzhen Branch of Yankuang
      Group Co., Ltd., will jointly incorporate “Bio/Yankuang
      Hong Kong Listed”
      in Hong
      Kong. The cash capital of “Bio/Yankuang
      Hong Kong Listed”
      shall be
      no less than USD 4.5 million and the registered capital of “Bio/Yankuang
      Hong Kong Listed”
      shall be
      no less than USD 15 million, in order to satisfy the capital requirement to
      incorporate EEI. 

     

    Biosphere
      Development Corp., will use _”X”_number_ shares of Global Environmental Energy
      Corp. (with the market value of USD 13.125 million at the time of signature
      of
      this Agreement and discounted by 20% as USD 10.5 million) to make capital
      contribution to “Bio/Yankuang
      Hong Kong Listed”
      to hold
      70% of the equity shares of “Bio/Yankuang
      Hong Kong Listed”;
      BVI2
      shall make the capital contribution of USD 4.5 million in cash to “Bio/Yankuang
      Hong Kong Listed”
      to hold
      30% of the equity shares of “Bio/Yankuang
      Hong Kong Listed”.

     

    In
      recognition of Shenzhen Branch of Yankuang Group Co., Ltd.’s compromise with
      Biosphere Development Corp. in terms of shareholding ratio in “Bio/Yankuang
      Hong Kong Listed”,
      Biosphere Development Corp., will grant to Shenzhen Branch of Yankuang Group
      Co., Ltd., or any other party designated by Shenzhen Branch of Yankuang Group
      Co., Ltd., the option to purchase one million five hundred thousand (1,500,000)
      shares of Global Environmental Energy Corp., at USD$0.558 per share.


     

    
      
        
        

      

      
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    The
      functions of “Bio/Yankuang
      Hong Kong Listed”
      include:

     

    
      	 	
              a)

            	
              to
                establish the channel of investment and financing for the purpose
                of
                application of Biosphere SystemTM
                in
                PRC market and development of the
                Project;

            


    

     

    
      	 	
              b)

            	
              to
                serve as the entity to incorporate and manage EEI on behalf of Biosphere
                Development Corp;

            


    

     

    
      	 	
              c)

            	
              to
                carry out the supervision and management of EEI and the Local Operating
                Companies as the
                shareholder/investor

            


    

     

    
      	 	
              d)

            	
              to
                serve other functions agreed by Biosphere Development Corp. and the
                PRC
                Parties.

            


    

     

    3.4 Incorporation
      and Functions of EEI

     

    “Bio/Yankuang
      Hong Kong Listed”
      and
Shenzhen
      Branch of Yankuang Group Co., Ltd.
      will
      jointly incorporate EEI in Shenzhen, PRC. 

     

    The
      registered capital of EEI upon its incorporation shall be USD 10 million.
“Bio/Yankuang
      Hong Kong Listed”
      shall
      make the capital contribution of USD 4 million in cash to EEI to hold 40% of
      the
      equity shares of EEI; Shenzhen Branch of Yankuang Group Co., Ltd. shall make
      the
      capital contribution in cash in RMB equivalent to USD 6 million to hold 60%
      of
      the equity shares of EEI. 

     

    The
      functions of EEI include:

     

    
      	 	
              a)

            	
              to
                invest in and control the Local Operating
                Companies;

            


    

     

    
      	 	
              b)

            	
              to
                establish the manufacturing base for production of Biosphere Process
                SystemTM’s
                in China;

            


    

     

    
      	 	
              c)

            	
              to,
                together with EET, obtain the authorization to manufacture and sell
                the
                full set of Biosphere SystemTM
                equipments and arrange the production of the equipments in accordance
                with
                market demand in China;

            


    

     

    
      
        
        

      

      
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              d)

            	
              to
                serve other functions as agreed by all
                parties.

            


    

     

    3.5  
      Functions
      of EET

     

    The
      functions of EET include:

     

    
      	 	
              a)

            	
              to
                invest in the Local Operating Companies


            


    

     

    
      	 	
              b)

            	
              to
                procure other investors to invest in the Local Operating Companies
                by
                offering for sale up to but not more than 19% of the Local Operating
                Company, such sale would result in a shareholding in the local operating
                company of : 30% to EET, 51% to EEI and 19% to other investors. Proceeds
                from the sale of any portion of the intended local operating companies
                attained from such sale would be invested in the local operating
                company.

            


    

     

    
      	 	
              c)

            	
              to
                complete, with the assistance of Shenzhen Branch of Yankuang Group
                Co.,
                Ltd., the relevant legal formalities for the approval for the Project,
                environment permit and other procedures necessary for the operation
                of the
                Project;

            


    

     

    
      	 	
              d)

            	
              to
                communicate and coordinate with the PRC governments at all levels
                to
                assure the smooth operation of the Projects.


            


    

     

    4.
      Phases of the Operation of the Project

     

    4.1
      Incorporation of and Capital Contribution to Licensing Asia and
“Bio/Yankuang
      Hong Kong Listed”

     

    The
      incorporation of Licensing Asia shall be completed before 30 September 2005.
      Biosphere Development Corp. and Shenzhen Rayes Group Co., Ltd. shall jointly
      authorize the intermediate agency in Hong Kong to complete the incorporation
      work. The relevant cost shall be born by Biosphere Development Corp. and
      Shenzhen Rayes Group Co., Ltd. in proportion to the shares held by them.


     

    The
      incorporation of “Bio/Yankuang
      Hong Kong Listed”
      shall be
      completed before 30 September 2005. Biosphere Development Corp. and Shenzhen
      Branch of Yankuang Group Co., Ltd. shall jointly authorize the intermediate
      agency in Hong Kong to complete the incorporation work. The relevant cost shall
      be born by Biosphere Development Corp. and Shenzhen Branch of Yankuang Group
      Co., Ltd. in proportion to the shares held by them. 

     

    
      
        
        

      

      
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    4.2 Establishment
      of the first Chinese Biosphere Process System

     

    Biosphere
      Development Corp. shall provide for agreed key components to include a venturi,
      shredder and pelletizer, for the first Chinese Biosphere Process System waste
      treatment system to be supplied on account to Licensing Asia. Biosphere
      Development Corp. Biosphere Development Corp., will use its best efforts to
      provide these components within 90 days of the date of this
      agreement.


     

    The
      cost/expense to build the first Chinese Biosphere Process System shall be born
      by Licensing Asia and the relevant interests and rights shall be enjoyed by
      Licensing Asia.

     

    Licensing
      Asia will
      subject
      to regulatory approval incorporate and own a wholly foreign owned limited
      company in PRC at the proper time to serve as the legal entity and owner for
      the
      first Chinese Biosphere Process System and to the provide a center of Biosphere
      Process Technology expertise in China.


     

    4.3
      Establishment of Second
      Stage Biosphere
      Process System deployments in China.

     

    The
      Parties shall choose the suitable cities (Shenzhen, Yantai and Guiling as
      initially determined by all Parties) to establish an additional 3 to 5 Biosphere
      Process System’s before 30 June 2006 and establish no less than 30 Biosphere
      Process System’s before 31 December 2006.


     

    4.4
      Financing

     

    The
      Parties will provide the fund for the further development of the Project by
      means of bank loan or direct financing in the capital market. The detailed
      financing scheme will be determined in accordance with the actual market
      conditions. 

    
 

    
      
        
        

      

      
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    4.5
      Establishment of Manufacture Base

     

    EEI
      shall
      be responsible for the establishment of the manufacture base for the
      equipments
      of
      Biosphere SystemTM
      waste
      treatment SystemTMs.
      Shenzhen Branch of Yankuang Group Co., Ltd. shall provide the appropriate place
      and equipments for a market price to be agreed. 

     

    The
      EEI
      shall, under contract from Biosphere Development Corp. and Licensing Asia,
      manufacture, market, sell, deliver, commission and service the Biosphere
      SystemTM
      equipments within PRC according to the terms and conditions of a Manufacturing
      Alliance Agreement to be negotiated and agreed between EEI, Biosphere
      Development Corp. and McCormack Consultants. The sales price to the Local
      Operating Companies shall be determined by all parties pursuant to the
      principles of fairness and good faith. 

     

    Neither
      Biosphere Development Corp., Global Environmental Energy Corp nor McCormack
      Consultants shall grant to any of the other parties hereto any sales, marketing
      or manufacturing rights to the Biosphere Technology or the Biosphere Systems
      outside of the PRC. 


     

    4.6
      Operational Phases

     

    The
      operational phases of the Project are illustrated in Schedule 2 to this
      Agreement.


     

    5
      Intellectual Property Rights

     

    5.1
      Advancement and Reliability of Biosphere System

     

    Biosphere
      Development Corp. hereby undertakes that Biosphere System is able to adapt
      to
      the characteristics of the civic waste in PRC (high percentage of water, low
      percentage of combustible) and the treatment of waste water and waste gas during
      the process is in compliance with the exhaust emission standard of PRC at a
      competitive cost. Biosphere Development Corp. shall be responsible for the
      advancement and reliabity of Biosphere System. 

     

    5.2
      Ownership of the Biosphere SystemTM

     

    All
      Parties to this Agreement acknowledge that none of “Bio/Yankuang
      Hong Kong Listed”,
      EEI,
      EET and the Local Operating Companies enjoys the ownership of Biosphere
      SystemTM.

     

    
      
        
        

      

      
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    As
      the
      entity authorized by Biosphere Development Corp. to hold, control and develop
      the Biosphere SystemTM,
      Licensing Asia enjoys the right of application for patents in connection with
      the Biosphere SystemTM
      in Hong
      Kong and PRC. 

     

    5.3
      Licensing

     

    Biosphere
      Development Corp. will grant Licensing Asia with the relevant rights and
      interests of Biosphere SystemTM.
      The PRC
      Parties shall obtain the rights to manufacture and sell the Biosphere
      SystemTM
      equipments under contract only and exclusively from Licensing Asia by paying
      the
      licensing fee to Licensing Asia. 

     

    Biosphere
      Development Corp. undertakes that it shall not terminate the above authorization
      to the PRC Parties provided that the PRC Parties have paid the agreed licensing
      fee.

     

    The
      abovementioned licensing fee shall agreed to be negotiated between the parties
      from time to time but will initially be set at at a rate of USD 10,000 per
      1mw/hr. 

     

    5.4
      Intellectual Property Rights Protection

     

    All
      parties to this Agreement (including their representatives, agents and
      management staff) shall bear the obligation of confidentiality in relation
      to
      the Biosphere SystemTM
      technology in order to protect the intellectual property rights of Biosphere
      SystemTM
      owned by
      McCormack Consultants as successively licensed to Global Environmental Energy
      Corp, Biosphere Development Corp.
      and
Licensing
      Asia.


     

    5.5
      Interference

     

    No
      Party
      will knowingly interfere with any negotiation, arrangement or prospective
      business relationships then in process of being developed by any Party.
      Furthermore, no Party will at any time during the term of this Agreement and
      for
      a minimum of six (6) months after termination enter into any agreement or
      arrangement with any other person or entity which would infringe upon the rights
      or the interests of any Party as provided for in this Agreement.

    
 

    
      
        
        

      

      
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    5.6
      Documentation, Records, Audit


     

    When
      requested by Global Environmental Energy Corp or McCormack, all parties hereto
      shall provide copies of all documents relating to the services performed under
      this agreement including bids, test results, laboratory analyses, plans, blue
      prints, designs, drawings, audits, financial reports, sales contracts, or any
      other information related to manufacture, marketing, sale and use of the Systems
      and all parties shall maintain a complete documentary record of any and all
      undertakings performed under this Agreement. All parties shall maintain true
      and
      correct records in connection with each service performed and all undertakings
      related thereto and shall retain all such records for sixty months (60) months
      after the end of the calendar year in which the last service or undertaking
      pursuant to this Agreement was performed. 


     

    Global
      Environmental Energy Corp or McCormack may, at any time, at the expense of
      Licensing Asia audit all records of the parties. The right of audit by Global
      Environmental Energy Corp or McCormack shall be good for two years after the
      termination of this Agreement. Any error or discrepancy disclosed as the result
      of such audit shall be promptly corrected and any monies due any Party shall
      be
      promptly paid by the obliged Party.


     

    6.
      Confidentiality 

     

    All
      Parties shall keep all documents, data, related commercial information,
      operational methods, expertise and other relevant secret information strictly
      confidential and shall not disclose the said information to any third parties.
      The Parties to this Agreement agree that such confidential information may
      be
      disclosed to their attorneys, financial advisors or other professional
      consultants for their professional advice provided that they bear the same
      obligation of confidentiality as contained herein.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    The
      obligation of confidentiality shall not be applicable to information already
      published or known by the general public for whatever reasons, nor shall it
      be
      applicable to disclosure required by laws or by orders of courts of competent
      jurisdiction.


     

    7
      Force Majeure

     

    In
      case
      that any party is prevented from or delayed by reason of Force
      Majeure in fully or partly performing its obligations under this Agreement,
      such
      party shall not be held liable for breach of contract, provided that such party
      takes all necessary measures to mitigate the loss arising from the Force
      Majeure. 

     

    The
      party
      who is affected by the event of Force Majeure shall give a notice to other
      parties in writing as soon as possible and submit a written report to other
      parties stating the reasons for the non-performance, partial performance or
      delayed performance within 15 days after the occurrence of the Force Majeure.
      


     

    8
      Breach of Contract

     

    All
      parties shall perform their obligations strictly in accordance with this
      Agreement. In case of violation of this Agreement, the breaching party shall
      compensate the non-breaching parties for the losses and be responsible for
      other
      responsibilities as imposed by law, whether or not this Agreement is
      terminated.


     

    9
      Amendments 

     

    Any
      amendments to this Agreement shall be made in writing, duly executed by the
      legal representatives or authorized representatives of all Parties and stamped
      with the company chops of all Parties.

     

    10
      Governing Law

     

    The
      signing, performance and dispute settlement of this Agreement shall be governed
      by the laws of Commonwealth of Bahamas.

    
 

    
      
        
        

      

      
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    11.
      Dispute Settlement 

     

    Any
      dispute arising out of or in connection with this Agreement shall be settled
      by
      the parties through friendly consultation. If settlement can not be reached
      through friendly consultation, the dispute shall be submitted to the Hong Kong
      International Arbitration Centre for arbitration in accordance the arbitration
      rules currently in force. The venue of the arbitration shall be Hong
      Kong.

     

    The
      parties to this Agreement shall continue to perform this Agreement during the
      course of arbitration except for the part under arbitration.

     

    12.
      Integrity and Nature of This Agreement 

     

    This
      Agreement shall supersede all previous oral or written proposals, undertakings,
      memorandum of understandings, letters of intent, minutes or any other contracts
      between parties regarding the subject matter.

     

    As
      the
      legal document making the overall arrangement for the cooperation between and
      among the parties to this Agreement, this Agreement sets out the principles
      of
      cooperation, the framework for the cooperation and the phases to push forwards
      the cooperation. Parties to this Agreement shall, in accordance with the
      stipulations of this Agreement, push the cooperation forward and sign the
      specific commercial contracts, agreements and relevant documents in order to
      realize the relevant commercial arrangements under this Agreement.



     

    13.
      Language 

     

    This
      Agreement shall be signed in Chinese and English. In case of any discrepancy
      between these two versions, the English version shall prevail.


     

    14.
      Notice 

     

    Any
      notice and correspondence under this Agreement shall be delivered in writing
      to
      the following postal addresses: 


     

    Biosphere
      Development Corp. 

    Dr.
      CA
      McCormack, 

    Frederick
      House, 

    Frederick
      Street, 

    PO
      Box
      N-8303 

    Nassau
      

    Commonwealth
      of the Bahamas

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

     

    Shenzhen
      Branch of Yankuang Group Co., Ltd.

    Mr.
      Wang
      Changyou

    Floor
      22,
      Building 4, Pensheng Village, Baguayi Rd., Shenzhen, PRC

     

    Shenzhen
      Rayes Group Co., Ltd.

    Mr.
      Wang
      Xinping

    Building
      A, Taifen Plaza, Haicheng Rd, Xixiang Matou, Bao’an District, Shenzhen,
      PRC

     

    Any
      notice, invoice or communication shall be deemed to have been validly and duly
      served after seven (7) days from the date of its registered delivery by either
      FEDEX, DHL or UPS to any party.


     

    15.
      Valid Authorization

     

    The
      Parties to this Agreement all undertakes that they have obtained the lawful
      and
      valid authorization to execute this Agreement.


     

    16.
      Signing and Effectiveness

     

    This
      Agreement shall come into force once it is signed by the legal representative
      or
      authorized representative of all Parties and stamped with the company chops
      of
      all Parties. This Agreement has three originals and each Party shall retain
      one
      signed original.

     

    17.
      Schedules

     

    The
      schedules to this Agreement are the integral part of this Agreement which
      include: 

     

    Schedule
      1: Diagram of Cooperation Structure

     

    Schedule
      2: Diagram of Operation Phase 

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    Signature:

     

    Biosphere
      Development Corp.

     

    Authorized
      Representative: Dr CA. McCormack

     

    
      	
              Signature:
                

            	
              Date:

            


    

    
      

    

    Shenzhen
      Branch of Yankuang Group Co., Ltd.

     

    Authorized
      Representative: Mr. Wang Changyou 

    

      
        	
                Signature:
                  

              	
                Date:

              


      

    

    
      

    

    Shenzhen
      Rayes Group Co., Ltd.

     

    Authorized
      Representative: Mr. Wang Xinping 

    

      
        	
                Signature:
                  

              	
                Date:

              


      

    

    
      

    

     

    And
      now
      enters Dr. CA McCormack, in his individual capacity, who after reading of the
      entirety of the foregoing Agreement, signifies his acceptance of all of the
      benefits and rights inuring to him and in his favor including but not limited
      to
      all of his rights, interests and ownership of that proprietary system, the
      Biosphere ProcessTM
      System,
      all components thereof and associated know how developed prior to the Agreement
      or during the course of the undertakings called for in the Agreement, which
      McCormack has assigned to Global Environmental Energy Corp., for purposes of
      commercial marketing, manufacturing and development, through his signature
      affixed below.

     

      
        

      

    

    Dr.
      CA
      McCormack

     

    
      
        
        

      

      
        16