EX-4.3

     

    
      Shenzhen
        Branch of the Yankuang Group Company Limited 

      and
        Global Environmental Energy Corp December 2007 

    

    


    MANUFACTURING
      AGREEMENT

    


    BETWEEN

    


    Shenzhen
      Branch of the Yankuang Group Company Limited

    


    AND

    


    Global
      Environmental Energy Corp.

     

     

    
      	Mr 	
              Dated
                December _____ 2007

            
	
              Dr.
                CA McCormack 

            	
              Dated
                December _____
                2007

            


    

    
       

    

    
      
         

      

      
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      Shenzhen
        Branch of the Yankuang Group Company Limited 

      and
        Global Environmental Energy Corp December 2007

       


    

    THIS
      MANUFACTURING AGREEMENT (Agreement) is made as of the ____ day of December
      2007
      by and between the Shenzhen Branch of the Yankuang Group Company Limited,
      (“YANKUANG”) a limited liability company formed under the Laws of the Peoples
      Republic of China, with its principal mailing address at 

    


    AND
      

    


    Global
      Environmental Energy Corp, (“GLOBAL), a Corporation registered in the
      Commonwealth of the Bahamas with its registered office at CB13277, Cable Beach,
      Nassau, Bahamas. Both GLOBAL and YANKUANG may be referred to from time to time
      collectively as the "Parties."

    


    PREAMBLE

     

    
      	
            	A.	
              ANKUANG,
                Yankuang Group Co., Ltd., is engaged in coal mining, coal chemistry,
                electrolytic aluminum, real estate development, electricity generation,
                construction materials, mechanical process, environmental remediation,
                trading etc. with experiences in engineering, manufacturing, fabrication,
                construction, factory testing, documentation, transportation,
                installation, start up, commissioning, site testing, operations,
                service
                and support and maintenance and subject to being supplied with the
                appropriate plans, specification, drawings and other appropriate
                information and support from GLOBAL is capable of carrying out the
                responsibilities which YANKUANG will undertake, either directly within
                the
                Yankuang Group of over over 50 subsidiaries or via Yankuang managed
                subcontracts as required and pursuant to this
                Agreement.

            


    

    


    
      	 	
              B.
                

            	
              Dr.
                CA McCormack (McCormack) has developed a proprietary system, the
                Biosphere
                ProcessÔ1 
                System (hereafter "System" or "Systems"), all components thereof
                and
                associated know how developed prior to this Agreement or during the
                course
                of the undertakings called for in this Agreement, which McCormack
                has
                assigned to GLOBAL for purposes of commercial marketing, manufacturing
                and
                development.

            


    

    


    
      	 	
              C.
                

            	
              GLOBAL,
                enjoys an assignment from McCormack to commercially market, manufacture
                and develop the System.

            


    

     

    
      
        

      

      1
        Biosphere ProcessTM & BiosphereTM are copyright trademarks of the Life Energy
        Partnership 1995.

       

      
        	Mr 	
                Dated
                  December _____ 2007

              
	
                Dr.
                  CA McCormack 

              	
                Dated
                  December _____
                  2007

              


      

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

    


    Shenzhen
      Branch of the Yankuang Group Company Limited 

    and
      Global Environmental Energy Corp December 2007 



    GLOBAL
      hereby engages YANKUANG as a non-exclusive general contractor to manufacture
      Biosphere Process Systems, pursuant to the terms and conditions of the
      "Technology Permit Agreement" set out in "Appendix A: Technology Permit
      Agreement" which includes "Appendix A1: Security Protocols", and install the
      Systems at those sites designated by GLOBAL and provide start-up, service,
      support and maintenance for Systems, all in accordance with those terms and
      conditions which are set forth herein. The Agreement shall be deemed to
      incorporate all the provisions of the aforementioned appendices as if set out
      in
      extenso.,
      and
      any subsequent appendix agreed to by the Parties.

    


    This
      Agreement is subject to approval by McCormack in his individual capacity and
      the
      boards of directors of both YANKUANG and GLOBAL and effectuated only upon the
      execution of the appendices. This Agreement may be modified from time to time
      in
      whole or in part by mutual consent in writing by all Parties.

    


    In
      consideration of the foregoing premises and subject to the terms and provisions
      set forth below and intending to be legally bound, the Parties agree as
      follows:

    


    
      	
              1.00.
                

            	
              PROJECT
                DEFINED.

            


    

    


    YANKUANG
      shall undertake the construction of Systems pursuant to orders received from
      GLOBAL and accepted by YANKUANG pursuant to this Agreement with the expectation
      that as many as 1,000 Systems may be manufactured in the space of one calendar
      year in year five (5) of this Agreement. YANKUANG will not submit or receive
      any
      proposal, furnish any information to or perform work for any third party or
      person who desires to have YANKUANG manufacture or fabricate a system similar
      to
      the System utilizing competing technology.

    


    
      	2.0.	
              APPENDICES

            


    

    


    
      	 	
              2.01.
                

            	
              The
                Parties have as of the date of this Agreement executed the
                appendices.

            


    

    


    
      	 	
              2.02.
                

            	
              The
                appendices will provide terms generally as set out
                below.

            


    

     

    
      	Mr 	
              Dated
                December _____ 2007

            
	
              Dr.
                CA McCormack 

            	
              Dated
                December _____
                2007

            


    

     

    
      
         

      

      
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      Shenzhen
        Branch of the Yankuang Group Company Limited 

      and
        Global Environmental Energy Corp December 2007 


    

    
      	 	
              2.03.
                

            	
              GLOBAL
                shall provide all relevant information required by YANKUANG so that
                YANKUANG can successfully meet YANKUANG's obligations under the terms
                and
                conditions of this Agreement.

            


    

     

    
      	 	
              2.04.
                

            	
              YANKUANG
                shall utilize technology and design provided by McCormack, directly
                or
                through GLOBAL, to YANKUANG pursuant to the terms and conditions
                of this
                Agreement to undertake the manufacture of the Systems pursuant to
                the
                terms and conditions of this
                Agreement.

            


    

    


    
      	 	
              2.05.
                

            	
              YANKUANG
                shall provide load out of all
                Systems.

            


    

    


    
      	 	
              2.06.
                

            	
              YANKUANG
                shall provide installation, start-up, commissioning and site testing
                for
                all Systems and Systems components manufactured by YANKUANG as directed
                by
                GLOBAL

            


    

    


    
      	 	
              2.07.
                

            	
              YANKUANG
                acknowledges, accepts and will maintain exclusively for McCormack
                any
                redesigns or plans as developed by YANKUANG or by GLOBAL which redesigns
                and plans are deemed to the sole proprietary property of
                McCormack.

            


    

    


    
      	 	
              2.08.
                

            	
              YANKUANG
                will negotiate and work with component and subcomponent manufacturers,
                material men and other vendors to maintain competitive pricing and
                quality
                control in the manufacture of the
                Systems.

            


    

    


    
      	 	
              2.09.
                

            	
              YANKUANG
                shall consign, transport and deliver Systems as directed by
                GLOBAL.

            


    

    


    
      	 	
              2.10.
                

            	
              YANKUANG
                shall undertake the training of all persons for those purposes and
                in the
                manner directed by GLOBAL or
                McCormack.

            


    

    


    
      	 	
              2.11.
                

            	
              YANKUANG
                shall offer a continuous service, support & maintenance contract for
                Systems to those persons utilizing the Systems upon terms and conditions
                to be agreed between YANKUANG and GLOBAL relative to each
                System.

            


    

    


    
      	 	
              2.12.
                

            	
              YANKUANG
                shall provide a manufacturer’s warranty in accordance with those terms and
                conditions set forth in appendix F.

            


    

     

    
      	Mr 	
              Dated
                December _____ 2007

            
	
              Dr.
                CA McCormack 

            	
              Dated
                December _____
                2007

            


    

     

    
      
         

      

      
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      Shenzhen
        Branch of the Yankuang Group Company Limited 

      and
        Global Environmental Energy Corp December 2007 


    

    
      	3.0.	
              Allocation
                of Costs.

            


    

    


    Each
      Party shall bear its own costs associated with preparation and execution of
      this
      Agreement.

    


    
      	4.0.	
              Compliance
                With Law

            


    

    


    Each
      Party hereby represents and warrants to the other that it and its respective
      activities in connection with the Agreement are in accordance with all
      applicable laws, regulations and other requirements of all state and Federal
      governmental authorities and all political subdivisions and agencies thereof,
      and of any applicable foreign governmental authority and all political
      subdivisions and agencies thereof.


    


    
      	 	
              4.2.
                

            	
              Each
                Party represents and warrants to each other that neither it or any
                affiliate nor any officer, director, employee, agent or stockholder
                acting
                on behalf of it:

            


    

    


    
      	 	
              a)
                

            	
              is
                an official or employee of the Government of the United States, the
                Government of any foreign Country, or any agency or Instrumentality
                of the
                foregoing, or a candidate for political or governmental office, in
                each
                case as contemplated by the FCPA;
                or

            


    

    


    
      	 	
              b)
                

            	
              prior
                to the execution of this Agreement, took any action, or failed to
                take any
                action, if that act or failure to act would have violated the preceding
                provision.

            


    

    


    
      	 	
              4.3.
                

            	
              No
                Party will pay, promise to pay, or authorize or permit the direct
                or
                indirect payment of, by such Party or by any affiliate, officer,
                director,
                employee, agent or stockholder thereof, any money or anything of
                value to
                any person for the purpose of illegally or improperly inducing that
                person
                to take any action or omit to take any action in connection with
                the
                Agreement. A Party not in compliance under this Section shall indemnify,
                defend and hold-harmless all other Parties from and against any claim,
                loss, damage, liability, and expenses and cost whatever nature arising
                out
                of or connected with the Party's
                non-compliance.

            


    

    


    
      	5.0	
              Interference.

            


    

    


    
      	 	
              5.1
                

            	
              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.

            


    

     

    
      	Mr 	
              Dated
                December _____ 2007

            
	
              Dr.
                CA McCormack 

            	
              Dated
                December _____
                2007

            


    

     

    
      
         

      

      
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      Shenzhen
        Branch of the Yankuang Group Company Limited 

      and
        Global Environmental Energy Corp December 2007 

    

     

    
      	6.0.	
              Duration


            


    

     

    The
      Agreement will become effective upon execution by the Parties and shall continue
      in effect for ten (10) years (Primary Term). Unless any Party notifies the
      other
      Parties in writing ninety (90) days prior to termination of the Primary Term
      that the withdrawing Party does not wish to renew this Agreement, the Agreement
      will be deemed automatically renewed for an additional five (5) year term by
      all
      Parties (Secondary Term). Any Party may terminate this Agreement at any time
      with ninety (90) days written advance notice to the other Parties, but such
      termination shall not release the Parties from (i) the completion of any
      obligation required to complete any System with respect to which a purchase
      order has been issued to YANKUANG and accepted by YANKUANG before the ninety
      (90) day period, (ii) from any warranty obligation with respect to Systems
      constructed by YANKUANG or (iii) from any contract for the service, support
      and
      maintenance of Systems constructed by YANKUANG. Provided, however, that in
      the
      event that a Party obligated under this Agreement to provide service, support
      and maintenance of Systems shall obtain a suitable person or entity to carry
      out
      the service, support and maintenance of Systems which person or entity is deemed
      suitable to and accepted in writing by the other Parties to this Agreement,
      then
      and only in that event shall the Party obligated under this Agreement to provide
      service, support and maintenance of Systems be allowed to withdraw from the
      Agreement without penalty. No Party shall have any further obligation to any
      other Party upon termination of this Agreement except for obligations arising
      under or pursuant to Section 1.0, 3.0, 7.0, 8.0 or the provisions of this
      Section.

    


    
      	7.0	
              Confidentiality

            


    

    


    
      	 	
              7.1.
                

            	
              Each
                Party shall keep in strict confidence all financial, commercial and
                technical information belonging to any Party or which was developed
                by any
                Party relative to the Systems (the "Confidential Information"). No
                Party
                shall at any time disclose Confidential Information to any third
                party
                except pursuant to the provisions regarding confidentiality set forth
                in
                Appendix "E" of this Agreement. A Party receiving any governmental
                or
                judicial directive or order requiring it to disclose, release or
                produce
                Confidential Information to a third party shall immediately notify
                all
                other Parties by the quickest available means of communication of
                the
                existence of any such governmental or judicial directive or order
                pursuant
                to the notice provisions of this Agreement. Failure of the Party
                receiving
                any such governmental or judicial directive or order to notify the
                other
                Parties to this Agreement of the existence of same by the quickest
                immediate means of communication, shall constitute grounds for the
                declaration of an immediate default under the terms of this
                Agreement.

            


    

     

    
      	Mr 	
              Dated
                December _____ 2007

            
	
              Dr.
                CA McCormack 

            	
              Dated
                December _____
                2007

            


    

     

    
      
         

      

      
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      Shenzhen
        Branch of the Yankuang Group Company Limited 

      and
        Global Environmental Energy Corp December 2007 


    

    
      	 	
              7.2.
                

            	
              YANKUANG
                and GLOBAL hereby acknowledge and declare that all information relevant
                to
                the Systems which was developed by any Party is deemed to have arisen
                out
                of and pursuant to the use of proprietary information developed by
                McCormack. Accordingly, any Confidential Information which has been
                developed by either GLOBAL or YANKUANG during the course of the
                undertakings called for in this Agreement, including by way of
                illustration only such information resulting from Systems use, redesign
                in
                response to information derived from Systems use, non-empirically
                based
                redesign or improvements in design, manufacture, installation or
                operation, inures to and is exclusively the property of
                McCormack.

            


    

    


    
      	 	
              7.3.
                

            	
              Each
                Party accepts and agrees that the principal point of contact for
                GLOBAL is
                GLOBAL's President & Chief Executive Officer, Dr. CA McCormack. All
                contact, discussions or negotiations between YANKUANG and GLOBAL
                will be
                with Dr. CA McCormack or with those persons authorized by Dr. CA
                McCormack
                in writing. All contact with McCormack in his individual capacity
                shall be
                with McCormack or persons designated by McCormack in writing as
                representatives of McCormack.

            


    

    


    
      	8.0.	
              Dispute
                Resolution

            


    

    


    All
      disputes among the parties which cannot be settled amicably after negotiation
      by
      the Parties within a period of ten (10) days (subject to extension by mutual
      written agreement) shall be settled under the Commercial Arbitration Rules
      of
      the American Arbitration Association current at the time of dispute, by three
      (3) arbitrators appointed in accordance with those rules. The place of
      arbitration shall be Nassau Bahamas and the language of the proceeding shall
      be
      English. The decision of the arbitrators shall be final and enforceable through
      any court. 

    


    
      	9.0.	
              Language

            


    

    


    This
      Agreement, any modifications thereto, all correspondence and other documents
      relevant to this Agreement or the undertakings related to the Agreement shall
      be
      in English.

     

    
      	Mr 	
              Dated
                December _____ 2007

            
	
              Dr.
                CA McCormack 

            	
              Dated
                December _____
                2007

            


    

     

    
      
         

      

      
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      Shenzhen
        Branch of the Yankuang Group Company Limited 

      and
        Global Environmental Energy Corp December 2007 



    

    
      	10.0.	
              Modifications
                and Additional Appendices.

            


    

    


    The
      Parties agree that existing appendices may be modified or additional appendices
      may be added to this Agreement by mutual consent of the Parties in
      writing.

    


    
      	11.0	
              Miscellaneous

            


    

    


    
      	 	
              11.1
                

            	
              Failure
                of any Party to comply with any requirement, term or condition of
                this
                Agreement shall constitute and be deemed sufficient grounds for the
                termination of the Agreement by another
                Party.

            


    

     

    
      	 	
              11.2
                

            	
              No
                Party shall be liable for any claim or demand from another Party
                for
                anything already done or formed or for any other matter or thing
                whatsoever in connection with this Agreement or any appendix, or
                for
                anything done or formed or for any other matter or thing whatsoever
                in
                connection with the undertakings called for by this Agreement or
                the
                appendices, in the event that this Agreement or any of the appendices
                are
                not executed by any Party.

            


    

    


    
      	 	
              11.3
                

            	
              In
                the event of default, McCormack, YANKUANG or GLOBAL may take any
                remedial
                step afforded by law or in equity or provided by this Agreement with
                all
                costs of any such remedy to be met or satisfied in full by the defaulting
                Party. No remedy is intended to be exclusive of any other remedy
                and each
                and every remedy shall be cumulative and in addition to any other
                remedy
                given by law or in equity or this
                Agreement.

            


    

    


    
      	 	
              11.4
                

            	
              If
                any Party to this Agreement withdraws from this Agreement without
                cause
                after a Purchase Order for construction of a System has been issued
                by
                GLOBAL and accepted by YANKUANG, the remaining Parties shall be able
                to
                claim against the withdrawing Party the actual damages and penalties
                those
                Parties have or may reasonably incur as the result of such
                withdrawal.

            


    

    


    
      	 	
              11.5
                

            	
              Notwithstanding
                anything to the contrary herein, or elsewhere agreed to, YANKUANG
                shall
                not be liable for any consequential, secondary and/or indirect damages,
                costs or losses caused by or arising out of YANKUANG's undertakings
                which
                cause damages, costs or loss or threat thereof to McCormack or
                GLOBAL.

            


    

     

    
      	Mr 	
              Dated
                December _____ 2007

            
	
              Dr.
                CA McCormack 

            	
              Dated
                December _____
                2007

            


    

     

    
      
         

      

      
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      Shenzhen
        Branch of the Yankuang Group Company Limited 

      and
        Global Environmental Energy Corp December 2007 


    

    
      	 	
              11.6
                

            	
              No
                Party shall commit any other Party to any other agreement or undertaking
                unless done with mutual written consent of all Parties. Nothing in
                this
                Agreement or the undertakings connected therewith shall be construed
                to
                create or constitute a partnership, agency or similar relationship
                or
                create joint and several liability on the part of the
                Parties.

            


    

    


    
      	 	
              11.7
                

            	
              The
                execution and delivery of the Agreement, the appendices and all other
                required documents and instruments is and will be conditioned upon
                each
                Party obtaining all necessary authorizations and approvals, unless
                said
                authorizations and approvals have been represented by that Party
                to have
                been obtained or exist at the execution of this
                Agreement.

            


    

     

    
      	 	
              11.8
                

            	
              YANKUANG
                shall have a non-exclusive right to solicit customers and resulting
                Purchase Orders for construction of Systems. The terms and conditions
                of
                such Purchase Orders shall be negotiated between the Parties with
                respect
                to each such Purchase Order.

            


    

    


    
      	12.0.	
              Documentation,
                Records, Audit.

            


    

    


    When
      requested by GLOBAL or McCormack, YANKUANG shall provide copies of all documents
      relating to the services performed by YANKUANG, including bids, test results,
      laboratory analyses, plans, blue prints, designs, drawings or any other
      information related to manufacture of the Systems and YANKUANG shall maintain
      a
      complete documentary record of any and all undertakings performed under this
      Agreement. YANKUANG shall maintain true and correct records in connection with
      each service performed and all undertakings related thereto and shall retain
      all
      such records for twenty-four (24) months after the end of the calendar year
      in
      which the last service or undertaking pursuant to this Agreement was performed.
      GLOBAL or McCormack may, at any time, at their expense audit all records of
      YANKUANG connected to costs and expenses for which GLOBAL was invoiced. The
      right of audit by GLOBAL 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.

    


    
      	13.0	
              Warranties,
                Representations and
                Covenants

            


    

    


    YANKUANG
      warrants, represents, and covenants as follows:

    


    
      	 	
              a.
                

            	
              Capabilities:
                YANKUANG has the capability, experience, and means required to perform
                the
                services contemplated by this Agreement. All services and undertakings
                will be performed using personnel, equipment, and material qualified
                and/or suitable for the services and undertakings required or as
                otherwise
                requested.

            


    

     

    
      	Mr 	
              Dated
                December _____ 2007

            
	
              Dr.
                CA McCormack 

            	
              Dated
                December _____
                2007

            


    

     

    
      
         

      

      
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      Shenzhen
        Branch of the Yankuang Group Company Limited 

      and
        Global Environmental Energy Corp December 2007 


    

    
      	 	
              b.
                

            	
              Performance
                of Services and Undertakings: YANKUANG acknowledges that scheduling
                of
                YANKUANG's services and undertakings is critical to each Purchase
                Order
                issued by GLOBAL. Accordingly, YANKUANG shall insure that all equipment,
                material and personnel that is necessary to fulfill YANKUANG's services
                and undertakings is present and available at all required work sites,
                in
                quality and quantity sufficient to fulfill all services and undertakings
                in a timely scheduled manner and that YANKUANG shall further have
                on hand
                or available backup equipment, material and personnel to fulfill
                any upset
                to Purchase Order.

            


    


    
      	 	
              c.
                

            	
              YANKUANG
                will undertake performance of YANKUANG'S services and undertakings
                in a
                diligent and workmanlike manner consistent with the standards of
                ISO-9002,
                all applicable and existing federal, state and local laws, regulations
                and
                ordinances and in accordance with standards and specifications issued
                by
                McCormack or GLOBAL and agreed to by YANKUANG prior to or during
                any
                Purchase Order.

            


    

    


    
      	 	
              d.
                

            	
              Notice
                of Violations: YANKUANG shall notify both McCormack and GLOBAL if
                (i) YANKUANG is served with notice of significant violation of any
                law, regulation, permit or license which relates to its services
                and
                undertakings hereunder; (ii) proceedings are commenced which could
                lead to revocation of permits or licenses which relate to such services;
                (iii) permits, licenses, or other governmental authorizations relating
                to
                such services or undertakings are revoked; (iv) litigation is commenced
                against YANKUANG which could affect such services or undertakings;
                or (v)
                YANKUANG becomes aware that its equipment or facilities related to
                such
                services or undertakings are not in compliance with applicable laws,
                regulations, permits, or licenses. Upon service of any such notice,
                commencement of proceedings or revocation, YANKUANG shall immediately
                notify McCormack and GLOBAL by the quickest available means of
                communications of the service of any such notice, commencement of
                proceedings or revocation according to the notice provisions of this
                Agreement. The failure of YANKUANG to undertake the foregoing required
                notifications shall constitute grounds for the declaration of an
                immediate
                default under the terms of this
                Agreement.

            


    

     

    
      
         

      

      
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      Shenzhen
        Branch of the Yankuang Group Company Limited 

      and
        Global Environmental Energy Corp December 2007 


    

    
      	 	
              e.
                

            	
              As
                to all services and undertakings, YANKUANG warrants that it will
                arrange
                for engagement of qualified equipment and operators and that the
                equipment
                and operators will be trained, authorized, equipped, and licensed
                to
                operate such equipment, in accordance with prudent safety precautions
                and
                applicable federal, state, or local laws and regulations. Equipment
                engaged by YANKUANG for performance of the services and undertakings
                shall
                be in good operating condition, subject to normal maintenance
                requirements, and shall be suitable for the particular services and
                undertakings including any back up equipment, which may be required.
                YANKUANG certifies that all its personnel employed hereunder shall
                have
                completed, and are in compliance with Occupational Safety and Health
                Agency (OSHA) training requirements and all other relevant training
                requirements and that YANKUANG maintains an OSHA approved health
                and
                safety program. All YANKUANG personnel shall at all times be provided
                with
                appropriate or required safety equipment by YANKUANG at YANKUANG's
                expense.

            


    


    
      	14.0	
              INSURANCE
                AND SECURITY

            


    

    


    
      	 	
              14.1.
                

            	
              YANKUANG
                shall furnish the insurance coverages reflected on the attached
                Certificate of Insurance as Appendix __ and shall maintain such coverages
                during the existence of this Agreement. Upon each renewal, YANKUANG
                shall
                furnish a new certificate reflecting the renewal of the coverages
                within
                thirty (30) days following the renewal
                date.

            


    

    


    
      	 	
              14.2.
                

            	
              All
                insurance required by this Agreement shall be in full force and effect
                at
                all times of the existence of this Agreement. Failure to keep current
                any
                insurance required by this Agreement shall constitute a ground of
                default
                of this Agreement by YANKUANG.

            


    

    


    
      	15.0.	
              Patent
                Protection.

            


    

    


    
      	 	
              15.1

            	
              YANKUANG
                shall use its best efforts to provide services, which do not infringe
                on
                any valid patent or proprietary technology or involve the use of
                any
                confidential information that is the property of others unless YANKUANG
                is
                licensed or otherwise has the right to use and dispose of the patent
                or
                proprietary information. YANKUANG shall also use its best efforts
                to
                inform McCormack and GLOBAL of any patent infringement that occur
                or may
                be reasonably expected to result from the use of YANKUANG's
                services.

            


    

     

    
      	Mr 	
              Dated
                December _____ 2007

            
	
              Dr.
                CA McCormack 

            	
              Dated
                December _____
                2007

            


    

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    
       

      Shenzhen
        Branch of the Yankuang Group Company Limited 

      and
        Global Environmental Energy Corp December 2007 


    

    
      	16.0.	
              Force
                Majeure.

            


    


    
      	 	
              16.1.

            	
              No
                Party shall be deemed in default of this Agreement or any Purchase
                Order
                hereunder to the extent that any delay or failure in the performance
                of
                its obligations (other than the payment of money) results, without
                its
                fault or negligence, from any cause beyond its reasonable control,
                such as
                but not limited to acts of God, acts of civil or military authority,
                embargoes, epidemics, war, riots, insurrections, fires, explosions,
                earthquakes, floods, adverse weather conditions, strikes, changes
                in laws,
                statutes, regulations or ordinances, and ministerial actions or omissions
                by regulatory authorities or their representatives, unless such omission
                or action shall have been caused or contributed to by the responsible
                party hereunder. If any such force majeure condition occurs and continues
                for a period of more than fourteen (14) days, then the Party experiencing
                such condition shall give immediate written notice to all other Parties
                which may then elect to: (1) terminate the affected service or undertaking
                or any part thereof, or (2) suspend the affected service or undertaking
                or
                any part thereof for the duration of the force majeure condition
                and
                resume performance once the force majeure condition ceases. Unless
                written
                notice is given within thirty (30) days after being notified of the
                force
                majeure conditions, the other Parties shall be deemed to have elected
                option 2.

            


    

    


    
      	17.0.	
              Affirmative
                Action.

            


    

    


    
      	 	
              17.1.
                

            	
              Unless
                this Agreement is exempted by law, YANKUANG shall comply with Executive
                Order 11246, the Rehabilitation Act of 1973, the Vietnam Era Veteran's
                Readjustment Assistance Act of 1974, and the rules and regulations
                issued
                pursuant to said Order and Acts, as amended, and all of which are
                incorporated herein by reference.

            


    

    


    
      	18.0.	
              Consequential
                Damages.

            


    

    


    
      	 	
              18.1.

            	
              No
                Party shall be liable to any other Party for any indirect, incidental,
                special or consequential damages (including loss of anticipated profits,
                business interruption, good will or other economic or commercial
                loss)
                arising out of the undertakings called for by this Agreement or any
                appendices.

            


    

     

    
      	Mr 	
              Dated
                December _____ 2007

            
	
              Dr.
                CA McCormack 

            	
              Dated
                December _____
                2007

            


    

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    
       

      Shenzhen
        Branch of the Yankuang Group Company Limited 

      and
        Global Environmental Energy Corp December 2007 

       

    

    
      	19.0.	
              Entire
                Agreement.

            


    

    


    
      	 	
              19.1.
                

            	
              The
                terms and conditions set forth herein constitute the entire understanding
                of the Parties and replace and supercede any prior understandings
                or
                agreements either written or oral.

            


    

    


    


    IN
      WITNESS WHEREOF, each of the undersigned Parties has caused this Alliance
      Agreement to be executed and delivered by its duly authorized officer on the
      date first written above.

    


    FOR
      GLOBAL,


    


    BY:_______________________dated
      this____day
      of
      December 2007

    Dr.
      CA
      McCormack 

    Chairman
      and Chief Executive Officer 

    Global
      Environmental Energy Corp., 

    For
      and
      on behalf of Global Environmental Energy Corp., 


    


    FOR
      YANKUANG 

    


    BY:_______________________dated
      this___day
      of
      December 2007

    


    Mr.
      

    Chairman

    Shenzhen
      Branch of the Yankuang Group Company Limited its owners, subsidiaries,
      affiliates, successors and or assigns.

    


    Witness

    


    BY:_______________________dated
      this___day
      of
      December 2007


    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 Duro Investments Ltd., for purposes of
      commercial marketing, manufacturing and development, through his signature
      affixed below.


     

    Dr.
      CA
      McCormack

    (end)

    (rest
      of
      page left intentionally blank)

     

    
      	Mr 	
              Dated
                December _____ 2007

            
	
              Dr.
                CA McCormack 

            	
              Dated
                December _____
                2007

            


    

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    
       

      Shenzhen
        Branch of the Yankuang Group Company Limited 

      and
        Global Environmental Energy Corp December 2007 


    

    Appendix
      A

    TECHNOLOGY
      PERMIT AGREEMENT

      
        

      

    

     

    This
      Technology Permit Agreement (TPA) is from GLOBAL (GLOBAL) to YANKUANG
      hereinafter collectively referred to collectively referred to herein as "the
      Parties".

    


    The
      Parties acknowledge that Dr. CA McCormack (MCCORMACK) has developed and owns
      a
      proprietary system, the Biosphere ProcessÔ
      System,
      the design and all components thereof and associated know how developed prior
      to
      the execution of this TPA or during the course of the operation of this TPA,
      which MCCORMACK has assigned to GLOBAL for purposes of commercial marketing,
      manufacturing and development (hereafter "System" or "Systems"). The Parties
      further acknowledge and declare that MCCORMACK is a third party beneficiary
      to
      this Agreement.

    


    GLOBAL
      hereby permits YANKUANG, on the basis of this TPA, and YANKUANG hereby
      acknowledges all of the obligations of this Permit by which YANKUANG is allowed
      to use such design and production technology and documentation for the purpose
      of manufacturing Systems. The Parties agree that this TPA is given by GLOBAL
      to
      YANKUANG solely and only for the purpose of manufacturing and that all plans,
      designs, and engineering, and any developments, modifications, alterations,
      enhancements and/or improvements arising there from are and shall remain at
      all
      times the sole property of MCCORMACK and that GLOBAL shall retain all other
      rights to the System in accordance with the assignment it enjoys from
      MCCORMACK.

    


    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants contained
      herein, the Parties agree as follows:

    


    
      	
              1.
                

            	
              Disclosure:

            


    

    


    
      	 	
              A.
                

            	
              ENGINEERING
                DESIGNS. GLOBAL hereby permits access by YANKUANG to all the production
                and technology designs, needed for the manufacture and operation
                of the
                System, including but not limited to the, engineering production
                designs,
                technology of manufacturing, materials descriptions, copyright, patents,
                computer software and related documents to the
                System.

            


    

    


    Information
      disclosed and permitted by GLOBAL to YANKUANG shall include, but is not limited
      to:

     

    All
      System Design Specification and Software in all versions and all forms of
      expression thereof, including but not limited to the Software source code,
      object code, flow charts, and block diagrams, and programmer documentation,
      previous versions, notes, other information relating to the System; and all
      copyrights, trade secrets, patentable inventions, proprietary rights and
      intellectual property contained therein or connected therewith, including
      without limitation GLOBAL's copyright in the System.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      Shenzhen
        Branch of the Yankuang Group Company Limited 

      and
        Global Environmental Energy Corp December 2007 


    

    
      	 	
              B.
                

            	
              DELIVERY.
                System designs shall be delivered to YANKUANG at GLOBAL's election
                following execution of this TPA.

            


    

    


    
      	 	
              C.
                

            	
              GLOBAL
                shall from time to time, but without further consideration, execute
                and
                deliver such instruments or documents and take such other action
                as is
                reasonably necessary which YANKUANG may request in order to more
                effectively carry out this TPA.

            


    

    


    
      	
              2.
                

            	
              Consideration
                for Permit.

            


    

    


    GLOBAL,
      for ten dollars and other consideration, hereby permits YANKUANG the use of
      the
      full design specification of the System and the right to manufacture the Systems
      under the terms of this TPA and in accordance with the Manufacturing Agreement
      of which this Appendix A is incorporated into by reference and part and
      parcel thereof.

    


    
      	
              3.
                

            	
              Representations
                and Warranties.

            


    

    


    The
      Parties represent warrant and covenant as follows:


    
      	 	
              A.
                

            	
              Title;
                Infringement.
                GLOBAL enjoys good and marketable title and rights to the System,
                including the copyright to the System, and has all necessary rights
                to
                enter into this TPA without violating any other agreement or commitment
                of
                any sort. GLOBAL does have outstanding agreements and understandings,
                written and oral, concerning the System design with a number of
                manufacturers. The System does not infringe or constitute a
                misappropriation of any trademark, patent, copyright, trade secret,
                proprietary right or similar property right. GLOBAL agrees to defend,
                indemnify and hold YANKUANG, its subsidiaries, affiliates and licensees
                harmless against any action, suit, expense, claim, loss, liability
                or
                damage based on a claim that the System infringe or constitute a
                misappropriation of any trademark, patent, copyright, trade secret,
                proprietary right or similar property right. GLOBAL shall give YANKUANG
                prompt written notice of any such claim. GLOBAL shall assume
                responsibility for defending any suit or proceeding brought against
                YANKUANG based on any claim that the System infringes or constitutes
                a
                misappropriation of any trademark, patent, copyright, trade secret,
                proprietary right or similar property right; provided, however, that
                YANKUANG shall give GLOBAL prompt notice in writing of the assertion
                of
                any such claim and of the threat or institution of any such suit
                or
                proceeding, and all authority, information and assistance required
                for the
                defense of the same. MCCORMACK and GLOBAL shall have the sole right
                to
                designate counsel to represent YANKUANG or otherwise agree to counsel
                submitted by YANKUANG. GLOBAL shall pay all damages and costs awarded
                against YANKUANG, but shall not be responsible for any cost, expense
                or
                compromise incurred without GLOBAL's consent. The Representations
                and
                Warranties contained herein apply to the lifetime of this TPA and
                shall
                survive this TPA in perpetuity.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

      Shenzhen
        Branch of the Yankuang Group Company Limited 

      and
        Global Environmental Energy Corp December 2007 


    

    
      	 	
              B.
                

            	
              Authority
                Relative to this TPA.
                This TPA is a legal, valid and binding obligation of the Parties.
                No
                consent or approval by any person or entity or public authority is
                required to authorize or is required in connection with the execution,
                delivery or performance of this TPA by the
                Parties.

            


    

    


    
      	 	
              C.
                

            	
              No
                Default.
                There is no outstanding default by GLOBAL in connection with any
                third
                party agreement involving the manufacturing of the
                System.

            


    

    


    
      	
              4.
                

            	
              No
                Brokers.

            


    

    


    All
      negotiations relative to this TPA have been conducted by GLOBAL directly with
      YANKUANG, without the intervention of any third person(s), and in such manner
      as
      to not give rise to any valid claim against the Parties hereto for brokerage
      commissions, finder's fees or other like payments.

    


    
      	
              5.
                

            	
              Consents,
                Further Instruments and Cooperation.

            


    

    


    YANKUANG
      and GLOBAL shall each use their respective best efforts to obtain the consent
      or
      approval of each person or entity, if any, whose consent or approval shall
      be
      required in order to permit it to consummate the transactions contemplated
      hereby, and to execute and deliver such instruments and to take such other
      action as may be required to carry out the transactions contemplated by this
      TPA. GLOBAL shall execute, or cause its employees and agents to deliver, any
      required material or other similar document or instrument, following YANKUANG'S
      reasonable request. YANKUANG will execute and record all other instruments
      required from time to time by GLOBAL or MCCORMACK, including but not limited
      to
      the execution and recordation of documents evidencing the rights and title
      of
      GLOBAL or MCCORMACK in and to the Systems.

    


    
      	
              6.
                

            	
              YANKUANG's
                USE OF TPA RESTRICTED TO
                MANUFACTURE

            


    


    YANKUANG
      may not, market, license, sell, trade or otherwise dispose of or share the
      System with any third party manufacturer, client, entity, or person and may
      not
      develop, update, improve or modify the System without the sole written authority
      of GLOBAL. Any such developments, improvements, modifications, updates, designs,
      alterations, and/or enhancements arising therefrom are and shall remain at
      all
      times the sole property of MCCORMACK and are and shall remain the sole
      entitlement of GLOBAL by way of its assignment from MCCORMACK. GLOBAL shall
      maintain its entitlement to all rights, including copyrights, in and to updated
      and modified versions and derivative works of the System without requiring
      permission from YANKUANG and without incurring any payment
      obligations

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

      Shenzhen
        Branch of the Yankuang Group Company Limited 

      and
        Global Environmental Energy Corp December 2007 

    

    
 

    
      	
              7.
                

            	
              GLOBAL's
                Use of the Systems

            


    

    


    GLOBAL
      retains hereby and by way of its assignment from MCCORMACK all rights whatsoever
      in the System and does retain the right to use the System, or any material
      relating to the System for any purpose, personal, commercial, or otherwise.
      GLOBAL furthermore shall maintain all information relating to the System or
      use
      of the System in confidence and shall have the right to disclose any aspect
      of
      the System to any third party without the prior written consent of YANKUANG.
      YANKUANG agrees not to participate in any activities relating to development,
      marketing or sale of the System or competing technologies that would compete,
      directly or indirectly, with GLOBAL's marketing or distribution of the System
      unless otherwise permitted in writing, in advance, from GLOBAL.

    


    
      	
              10.
                

            	
              Assignment.

            


    

    


    GLOBAL
      may assign this TPA or any obligation herein without the prior written consent
      of YANKUANG. This TPA shall be binding upon and inure to the benefit of the
      Parties named herein and their respective heirs, executors, personal
      representatives, successors and assigns. YANKUANG may not assign this TPA or
      any
      part hereto.

    


    
      	
              11.
                

            	
              Entire
                Agreement.

            


    

    


    This
      TPA
      contains the entire understanding of the Parties, and supersedes any and all
      other agreements presently existing or previously made, written or oral, between
      YANKUANG and GLOBAL concerning its subject matter. This TPA may not be modified
      except in writing and signed by both Parties.

    


    
      	
              12.
                

            	
              Return
                of Documentation and
                records.

            


    

     

    YANKUANG
      when requested by GLOBAL, will deliver to GLOBAL all copies of all documents
      relating to the services performed, including subcontractor bids, test results,
      laboratory analyses, plans, blue prints, designs etc, and shall maintain a
      complete documentary record of any and all activities performed under this
      agreement. YANKUANG shall maintain true and correct records and catalogues
      in
      connection with each service performed and all transactions related thereto
      and
      shall retain all such records for twenty-four (24) months after the end of
      the
      calendar year in which the last service pursuant to this Agreement was performed
      before returning all such records to GLOBAL. All records including test results,
      laboratory analyses, plans, blue prints, designs etc, shall be maintained for
      GLOBAL by YANKUANG in. a suitably secure fashion so as to avoid their unintended
      dissemination to unrelated third parties or competitors of GLOBAL. YANKUANG
      is
      expressly from providing any information, documentation, designs, plans or
      operating information to any third party without the express written consent
      of
      both MCCORMACK and GLOBAL.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

      Shenzhen
        Branch of the Yankuang Group Company Limited 

      and
        Global Environmental Energy Corp December 2007 


    

    
      	
              13.
                

            	
              Severability.

            


    

    


    If
      any
      provision of this TPA is declared by a court of competent jurisdiction to be
      invalid, void or unenforceable, the remaining provisions of this TPA
      nevertheless will continue in full force and effect without being impaired
      or
      invalidated in any way.

    


    
      	
              14.
                

            	
              Notices. 

            


    

    All
      notices, requests, demands, and other communications hereunder shall be deemed
      to have been duly given if delivered or mailed, certified or registered mail
      with postage prepaid:

    


    If
      to
      Manufacturer:

    


    YANKUANG
      

    


    If
      to
      GLOBAL:

    


    Dr.
      CA
      McCormack 

    President
      and Chief Executive Officer 

    GLOBAL
      

    CB13277
      Cable Beach Nassau

    Bahamas.


    


    
      	
              15.
                

            	
              Relationship
                of the Parties.

            


    

     

    The
      relationship between YANKUANG and GLOBAL under this TPA is that of Permittee
      and
      Permitting Party. Nothing in this TPA is intended to be construed so as to
      suggest that the Parties hereto are partners or joint ventures, or that either
      Party hereto or its employees are the employee or agent of the other. Except
      as
      expressly set forth herein, neither YANKUANG nor GLOBAL has any neither express
      nor implied right or authority under this TPA to assume or create any
      obligations on behalf of or in the name of the other or to bind the other to
      any
      contract, agreement or undertaking with any third party.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

      Shenzhen
        Branch of the Yankuang Group Company Limited 

      and
        Global Environmental Energy Corp December 2007 


    

    
      	
              16.
                

            	
              Headings.

            


    

    


    Headings
      used in this TPA are provided for convenience only and shall not be used to
      construe meaning or intent.

    


    IN
      WITNESS WHEREOF, the parties have executed this TPA the ____ day of ___________,
      2003.

    


    FOR
      GLOBAL,

    


    


    BY:_______________________
      dated
      this day
      of
      December 2007

    Dr.
      CA
      McCormack 

    Chairman
      and Chief Executive Officer 

    Global
      Environmental Energy Corp., 

    For
      and
      on behalf of Global Environmental Energy Corp., 

    


    


    FOR
      YANKUANG 

    


    BY:_______________________
      dated
      this  day
      of
      December 2007

    


    Mr.
      

    Chairman

    Shenzhen
      Branch of the Yankuang Group Company Limited its owners, subsidiaries,
      affiliates, successors and or assigns.

    


    Witness

    


    BY:_______________________
      dated
      this  day
      of
      December 2007

    Witness:

    


    Witness:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      Shenzhen
        Branch of the Yankuang Group Company Limited 

      and
        Global Environmental Energy Corp December 2007 


    

    And
      now
      enter Dr. CA McCormack who signifies acceptance of all of the undertakings
      and
      obligations of this TPA in his favor as third party beneficiary
      thereof.

    


     

    Dr.
      CA
      McCormack

    (end)
      

    (rest
      of
      page left intentionally blank)

      
        

      

    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Shenzhen
      Branch of the Yankuang Group Company Limited 

    and
      Global Environmental Energy Corp December 2007 



    Appendix
      A-1

    SECURITY
      PROTOCOLS

    


    
      	
              I.
                

            	
              Security
                and Control of Personnel with Access to Technical Materials And
                Information

            


    

    


    
      	 	
              A.
                

            	
              All
                personnel with access to confidential information or materials will
                be
                required to execute a personal confidentiality agreement and there
                after
                shall be designated "Authorized Personnel". The "Personal Confidentiality
                Document" Appendix E2 form is attached
                herein.

            


    

    


    
      	
              II.
                

            	
              Security
                and Control of Computer Hardware and
                Software

            


    

    


    
      	 	
              A.
                

            	
              Technical
                information will be stored in secured folders/files with access limited
                to
                personnel having signed a personal confidentiality
                agreement.

            


    

    
      	 	 	 


      	 	
              B.
                

            	
              Confidential
                data will be stored in secured folders using state of the art inscription
                software. At a minimum the encryption software will contain 128 bit
                data
                encryption, multiple authentication methods to insure that contents
                are
                inherently secure where ever its distributed or
                stored.

            


    

    
      	 	 	 


      	 	
              C.
                

            	
              A
                central log of user and administrator actions will provide a complete
                audit trail of all activities.

            


    

    


    
      	
              III.
                

            	
              Drawing
                and Document Control

            


    

    


    
      	 	
              A.
                

            	
              Distribution
                of drawings and documents containing confidential information will
                be
                distributed to Authorized Personnel only on an "as needed" basis
                and
                returned to a secured storage location
                daily.

            


    

    
      	 	 	 


      	 	
              B.
                

            	
              A
                central log will be maintained to provide an audit trail of who had
                drawings for what period of time.

            


    

    
      	 	 	 


      	 	
              C.
                

            	
              All
                fabrication cut sheets, working drawings, spool sheets and any other
                uncontrolled drawings shall be prepared, by Authorized Personnel,
                in such
                a way as to not divulge any confidential
                information.

            


    

    


    
      	
              IV.
                

            	
              Vendor
                Security and Control

            


    

    


    
      	 	
              A.
                

            	
              Any
                vendor or other third party that requires access to confidential
                information or to the physical internal workings of the BiosphereTM
                system
                will be subject to all applicable security protocols as described
                herein.
                The "Vendor Confidentiality Document" herewith as Appendix El as
                form is
                attached herein.

            


    

    
      	 	 	 


      	 	
              B.
                

            	
              A
                central log will be maintained to provide an audit trail of who had
                confidential information and or access to the unit for what period
                of
                time.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Shenzhen
      Branch of the Yankuang Group Company Limited 

    and
      Global Environmental Energy Corp December 2007 


    
      	
              V.
                

            	
              Site
                Access and Security

            


    

    


    
      	 	
              A.
                

            	
              Access
                to the manufacture sites will be strictly controlled by professional
                security personnel. An entry and exit log will be maintained providing
                an
                audit trail of access to the facilities on a twenty-four hour, seven-day
                per week basis.

            


    

    
      	 	 	 


      	 	
              B.
                

            	
              During
                non-working hours the BiosphereTM
                unit will be locked in a secure building with restricted
                access.

            


    

    
      	 	 	 


      	 	
              C.
                

            	
              The
                actual assembly of the BiosphereTM
                units will be performed only by Authorized Personnel in shops that
                have
                restricted access.

            


    

    
      	 	 	 


      	 	
              D.
                

            	
              Surveillance
                cameras will be utilized to further monitor the storage and assembly
                areas
                of the BiosphereTM
                units.

            


    

    


    
      	
              VI.
                

            	
              Security
                Audit Procedure.

            


    

    


    (This
      section has to be agreed)

    


    


    (end)
      

    (rest
      of
      page left intentionally blank)

    
      
        

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Shenzhen
        Branch of the Yankuang Group Company Limited 

      and
        Global Environmental Energy Corp December 2007 


    

    APPENDIX
      "E I"

    Confidentiality,
      Non-Use and Non-Competition Agreement


    


    THIS
      CONFIDENTIALITY, NON-USE AND NON-COMPETITION AGREEMENT ("Agreement") is executed
      and delivered on this ____day of _____________, by and between GLOBAL ("GLOBAL")
      with its principal office at CB13277 Cable Beach Nassau Bahamas, and


    Shenzhen
      Branch of the Yankuang Group Company Limited, (“YANKUANG”) a limited liability
      company formed under the Laws of the Peoples Republic of China, with its
      principal mailing address at 


    


    Both
      GLOBAL and YANKUANG may be referred to from time to time collectively as the
      "parties."

    


    WITNESSETH:
      WHEREAS, Dr. C.A. McCormack (McCormack) has developed a proprietary system,
      the
      Biosphere ProcessÔSystem
      (System) and associated know how developed prior to this Agreement, or during
      the course of the undertakings called for in this Agreement, which McCormack
      has
      assigned to GLOBAL for purposes of commercial marketing, manufacturing and
      development pursuant to that "Assignment of _________________________ "
      ("Assignment"); and

    


    WHEREAS,
      GLOBAL is obligated by the Assignment to protect all rights of ownership and
      interest in and to the Systems as required by the Assignment and by law;
      and

    


    WHEREAS,
      GLOBAL and YANKUANG have entered into a Manufacturing Agreement on day of 2003,
      in New Orleans, Louisiana (Manufacturing Agreement) by which YANKUANG is engaged
      as a non-exclusive general contractor to manufacture one or more Systems in
      those numbers as Ordered on a cost plus basis; arid

    


    WHEREAS,
      the Manufacturing Agreement was declared and intended by GLOBAL and YANKUANG
      to
      have effect only in the event that certain Appendices were executed, including
      this "Confidentiality Non-Use and Non-Competition Agreement" to be marked and
      identified as "Appendix E I" to the Manufacturing Agreement, and incorporated
      into said Manufacturing Agreement by reference; and

    


    WHEREAS,
      YANKUANG, pursuant to the obligations called for in the Manufacturing Agreement
      and intending to receive the consideration given and realize the advantages
      accruing by reason of entering into the Manufacturing Agreement with GLOBAL,
      now
      acknowledges and signifies the intent of YANKUANG to execute this Appendix
      El
      and obligate and bind YANKUANG and all others doing business with YANKUANG
      to
      undertake the following duties and obligations all attendant to any undertaking
      with YANKUANG:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

      Shenzhen
        Branch of the Yankuang Group Company Limited 

      and
        Global Environmental Energy Corp December 2007 


    

    Definitions:

     

    Confidential
      Information - includes all information regarding System that is not in the
      public domain, including information concerning names of suppliers, names of
      customers, business contacts, marketing strategies and financial information,
      was well as information, technical data, trade secrets and know how concerning
      operations, processes, plans, methods, design features, functional or mechanical
      designs, tolerances, materials of construction, internal or external component
      sizing, configuration or orientation, manufacturing techniques, fabrication
      sequence, division of skilled and unskilled fabrication labor, welding
      techniques, heat treating techniques, inspection techniques, construction jigs,
      rigging, bracing and packing, and other proprietary information relating to
      the
      same.

    


    
      	
              1.
                

            	
              Restriction
                on Use of Confidential Information.

            


    

    


    1.1
      YANKUANG agrees to receive the Confidential Information in confidence and not
      to
      use the Confidential Information for any purpose other than to perform its
      obligations under the Manufacturing Agreement between YANKUANG AND
      GLOBAL.

    


    
      	
              2.
                

            	
              Restriction
                on Disclosure of Confidential
                Information.

            


    

    


    2.1
      YANKUANG agrees not to disclose the Confidential Information to any person,
      other than (a.) to YANKUANG's agents, employees and subcontractors or any other
      person or entity who has any relationship with YANKUANG related to YANKUANG's
      manufacture of Systems, including but not limited to the provision of labor,
      material and services (Providers) and of said Providers, only to those Providers
      who have a need to know the Confidential information, provided that each such
      Provider receiving any of the Confidential Information shall be advised of
      the
      nature of the Confidential Information and shall be under the obligation of
      maintaining the Confidential Information in confidence. Neither YANKUANG nor
      Provider shall release Confidential Information unless notice shall be given
      to
      GLOBAL and McCormick in writing prior to the proposed release of the
      Confidential Information setting forth the Confidential Information to be
      released and the identity of the person or entity to whom such information
      is to
      be released and either GLOBAL or McCormick consents to the release in writing
      or
      when the release of the Confidential Information is necessary for the
      construction of a System for which a Purchase Order has been delivered to
      YANKUANG and accepted by YANKUANG. Further, YANKUANG shall make as a condition
      precedent to the execution of any agreement with Provider that Provider shall,
      as a condition of relationship with YANKUANG, assume and obligate himself to
      observe all of the obligations, duties and responsibilities owed by YANKUANG
      to
      GLOBAL and McCormack as set forth in this Appendix E and the Management
      Agreement relative to the Confidential Information. Failure of YANKUANG or
      Provider to comply with the foregoing obligations, duties and responsibilities
      shall constitute grounds for the declaration of an immediate default on YANKUANG
      or Provider.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

      Shenzhen
        Branch of the Yankuang Group Company Limited 

      and
        Global Environmental Energy Corp December 2007 


    

    2.2
      In
      the event that a governmental, regulatory or judicial entity orders the
      disclosure of the Confidential Information pursuant to summons, subpoena or
      discovery order, then and in that event YANKUANG or Providers who receives
      any
      summons, subpoena or discovery order shall immediately notify GLOBAL or
      McCormack by the quickest available means of communication of the existence
      of
      any such summons, subpoena or discovery order. Failure of either YANKUANG or
      the
      Provider to notify GLOBAL or McCormack as required above shall constitute
      grounds for the declaration of an immediate default by GLOBAL or
      McCormack.

    


    3.
      Covenant Against Competition. YANKUANG and Providers agrees that for a period
      of
      fifteen years (15) following the termination or expiration of the Manufacturing
      Agreement that neither YANKUANG or Provider will directly or indirectly engage
      in the manufacture, maintenance or servicing of the Systems and component parts
      unless pursuant to a written agreement with either GLOBAL or
      McCormack.

    


    4.
      Acknowledgment and Waiver. YANKUANG and Providers acknowledge that the
      provisions of Section 3 hereof may limit the ability of YANKUANG and Providers
      to enter into markets served by GLOBAL or McCormack, but nevertheless YANKUANG
      and Providers agree and hereby acknowledge that (i) such provisions do not
      impose a greater restraint than is necessary to protect the goodwill or other
      business interests of GLOBAL and McCormack, (ii) such provisions contain
      reasonable limitations as to time and scope of activity to be restrained; and
      (iii) the consideration provided hereunder, through or in connection with the
      Manufacturing Agreement is sufficient compensation for the restrictions
      contained in Section 3 of this Agreement.

    


    5.
      Return
      of Confidential Information. YANKUANG and Providers agree that upon request
      of
      GLOBAL or McCormack to promptly return to GLOBAL or McCormack all originals
      or
      copies in whatever form of all Confidential Information and shall promptly
      destroy all notes, summaries and other materials incorporating, analyzing or
      summarizing such Confidential Information.

    


    6.
      Enforcement. YANKUANG and Providers acknowledge that the Confidential
      Information is unique and valuable to GLOBAL and McCormack, that GLOBAL and
      McCormack would suffer irreparable injury if YANKUANG or Providers undertake
      or
      allow actions prohibited by this Agreement, and that a monetary remedy at law
      for any breach or attempted breach of the covenants set forth in this Agreement
      will be inadequate. Accordingly, YANKUANG and Providers agree that either
      GLOBAL, McCormack or both are entitled to specific performance and injunctive
      and other equitable relief in case of any such breach or attempted breach of
      this Agreement or the Manufacturing Agreement by YANKUANG or Providers. The
      prevailing Party in any such proceeding shall be entitled to recover its costs
      and attorney fees incurred by it from the non-prevailing Parties.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

      Shenzhen
        Branch of the Yankuang Group Company Limited 

      and
        Global Environmental Energy Corp December 2007 



    

    7.
      The
      obligations set forth above regarding Confidential Information shall not apply
      to information which either GLOBAL or Provider can show was at the time of
      its
      disclosure a part of the public domain through publication or otherwise. An
      individual feature of the Confidential Information shall not be considered
      as
      exempt from the protection of this Agreement merely because the feature is
      embraced by more general information within the exception. A combination of
      features of Confidential Information shall not be considered within the above
      exception unless the combination itself and its principle of operation are
      within the exception.


    8.
      YANKUANG is obligated to have each and every Provider execute an agreement
      in
      that form and language, as set out in Appendix E2 to the Manufacturing
      Agreement, which Appendix E2 is deemed incorporated herein by reference
      hereto.

    


    9.
      Severability. In the event that any term, condition or provision of this
      Agreement is held to be unenforceable by any court or other duly constituted
      legal authority, the remainder of this Agreement shall remain in full force
      and
      effect.

    


    10.
      Survival. Except as otherwise provided herein, the terms and provisions of
      this
      Agreement shall indefinitely survive the termination or expiration of the
      relationship between YANKUANG, GLOBAL and McCormack. Executed and effective
      as
      of the date first set forth hereinabove.

    


    _______________________________________
      By:

    FOR
      GLOBAL,

    


    BY:_______________________
      dated
      this___ day
      of
      December 2007

    Dr.
      CA
      McCormack 

    Chairman
      and Chief Executive Officer 

    Global
      Environmental Energy Corp., 

    For
      and
      on behalf of Global Environmental Energy Corp., 

    


    


    FOR
      YANKUANG 

    


    BY:_______________________
      dated
      this___ day
      of
      December 2007

    


    Mr.
      .

    Chairman

    Shenzhen
      Branch of the Yankuang Group Company Limited its owners, subsidiaries,
      affiliates, successors and or assigns.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

      Shenzhen
        Branch of the Yankuang Group Company Limited 

      and
        Global Environmental Energy Corp December 2007 



    

    Witness

    


    BY:_______________________
      dated
      this___ day
      of
      December 2007

     

    AND
      NOW
      ENTERS McCormack who hereby accept the benefits and obligations of this
      Agreement in his favor and accepting the performance of obligations by GLOBAL
      and YANKUANG as third party beneficiary thereof, as signified by his signature
      appearing below and in the presence of undersigned witnesses.

    


    _______________________________________
      

    Dr.
      CA
      McCormack (individually)

    


    _______________________________________
      

    witness

    


    ______________________________________
      

    witness

    (end)
      

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