EXHIBIT
      10.1

     

    STOCK
      PURCHASE AGREEMENT

     

    THIS
      STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of October 29,
      2008, by
      and among Frank Towers (“Shareholder 1”) of Catterall Hall Farm, Catterall Lane,
      Preston, Lancashire PR3 0PA, United Kingdom of the First Part; and Neal John
      Walmsley of 12 Old Lancaster Road, Catterall, Preston PR3 0HN, United Kingdom
      (“Shareholder 2”) of the Second Part; and Eric Royds of 3 Heath Avenue, Halifax
      HX3 0EA, United Kingdom (“Shareholder 3”) of the Third Part; and Farzad Zamanian
      of 5 Hollingwood Rise, Ilkley LS29 9PW, United Kingdom of the Fourth Part
      (“Shareholder 4”), (each a “Shareholder” and together the “Shareholders”) AND
      Technology Alternatives Limited, a Belizean Company formed under the Laws of
      Belize with registered office situate at No. 1 NimLiPunit Street, Belmopan,
      Cayo
      District, Belize, Central America (hereinafter called the “Company”) of the
      Fifth Part AND Global Clean Energy Holdings, Inc, a Utah Corporation whose
      registered office is located at 6033
      W.
      Century Blvd., Suite 895, Los Angeles, CA 90045 (hereinafter called the
“Buyer”)
      of the
      Sixth Part,:

     

    WITNESSETH:

     

    WHEREAS,
      the Shareholders represent the 100% issued and outstanding ordinary shares
      of
      the Company (the “Shares”);

     

    WHEREAS,
      the Company is indebted to the Shareholders under and by virtue of unsecured
      loan notes representing start-up capital for the Company, in accordance with
      Appendix II attached hereto (the “Loan Notes”);

     

    WHEREAS,
      Buyer desires to purchase from the Shareholders, and the Shareholders desire
      to
      sell to Buyer, all of the Shares, in exchange for Common Stock and for a lien
      granted to secure the payment of the Loan Notes; and 

     

    WHEREAS,
      the parties desire to enter into this Agreement to set forth their mutual
      agreements concerning the above matters;

     

    NOW,
      THEREFORE, in consideration of the mutual promises of the parties hereto, and
      for good and valuable consideration, the receipt and sufficiency of which are
      hereby acknowledged, it is mutually agreed by and among the parties hereto
      as
      follows:

     

    ARTICLE
      1.

     

    SALE
      AND
      TRANSFER OF SHARES; CLOSING

     

    1.1. Sale
      of Shares.
      Subject
      to the terms and conditions of this Agreement, and in reliance upon the
      representations, warranties, covenants and agreements contained herein, at
      the
      closing of the transactions contemplated hereby (the “Closing”), the
      Shareholders will sell, convey, assign and transfer the Shares to Buyer, and
      Buyer will purchase the Shares from the Shareholders based on the assigned
      values set out in Appendix 1 attached hereto. The number of Shares to be
      acquired by Buyer from each Shareholder is set forth in Appendix I
      attached hereto.
      The Shares shall be free and clear of any claims or Encumbrances (as defined
      in
      Section 2.6). 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    1.2. Consideration.  In
      consideration of the sale, transfer and assignment to Buyer of the Shares,
      at
      the Closing,
      Buyer
      shall: (1) issue to the Shareholders shares of Common Stock from its authorized
      capital stock in accordance with Appendix 1 attached hereto; and (2) Buyer
      will
      cause the Company to secure the debt which is associated with the Loan
      Notes payable
      to the Shareholders as set forth in Appendix II, attached hereto by means of
      a
      first secured lien on the real property owned by the Company.

     

    1.3. The
      Closing.
      The
      Closing will take place on October _______, 2008
      (the
“Closing Date”) at the offices of Global Clean Energy Holdings, Inc, at 6033 W.
      Century Blvd, Suite 895, Los Angeles, CA 90045, at 10:00 a.m. (local
      time) or
      at
      some other place mutually agreed by the parties herein. As
      specified in Appendix 1, the Shareholders will deliver to Buyer: (1) transfer
      of
      share instruments executed by each Shareholder in registerable form together
      with the certificates
      representing the Shares, duly endorsed (or accompanied by duly executed stock
      powers), for transfer of the Shares to Buyer or its nominee(s); and (2) on
      the
      Closing Date, a certified resolution of the board of directors of the Company
      appointing new directors nominated by the Buyer together with the resignations
      of existing members of the Company’s board. As specified in Appendix 1, the
      Buyer will cause its transfer agent to issue to each Shareholder the duly
      registered stock certificate(s) representing their individual stock holding
      in
      the Buyer. In addition, at the Closing, as set forth in Appendix II, Buyer
      and
      the Company shall cause (A) new promissory notes to be issued to the
      Shareholders to replace the existing Loan Notes, and (B) the duly executed
      deed
      of legal mortgage in accordance with Article 3.5 herein to be delivered and
      recorded as soon as practically possible and (C) the original TCT Title with
      evidence of paid up taxes. The new promissory notes shall reflect the revised
      terms of the Loan Notes as set forth in Appendix II. All costs and expenses
      associated with the completion of the transfer of the Shares to the Buyer
and
      the
      registration of the deed of legal mortgage, inclusive of Stamp Duties and
      Discharge Mortgage Charges, shall
      be
      borne by the
      Shareholder. All costs and expenses associated with the completion of the issue
      of the Buyer’s Common Stock to the Shareholders shall be borne by the Buyer. The
      Shares will be delivered to Buyer’s counsel in Belize, who will hold the Shares
      until the official permission to
      transfer
      the Shares to Buyer has been received from the Central Bank of Belize. Buyer
      will deliver to Buyer’s counsel in Belize the stock certificates registered in
      each Shareholder’s name within five days of the Closing, which stock
      certificates Buyer’s counsel will deliver to Shareholders immediately following
      the receipt of the permission of the Central Bank of Belize to the transfer
      of
      the Shares. 

     

    ARTICLE
      2.

     

    REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS

     

    To
      induce
      Buyer to execute, deliver and perform this Agreement, and in acknowledgement
      of
      Buyer’s reliance on the following representations and warranties, the Company
      and the Shareholders hereby jointly and severally represent and warrant to
      Buyer
      as follows, as of the date hereof (in each case except as otherwise disclosed
      in
      the Financial Statements (as defined below) or the notes
      thereto):


    
      
         

      

      
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            	2.1	
              Organization;
                Capitalization.
                The Company is a corporation duly organized, validly existing and
                in good
                standing under the laws of Belize, with the power and authority to
                conduct
                its business as it is now being conducted and to own and lease its
                properties and assets. The authorized share capital of the Company
                consists of ten thousand (10,000) ordinary shares of which ten thousand
                (10,000) shares are issued and outstanding. The Shareholders are
                the legal
                and beneficial owners and holders of 100% of the Shares, free and
                clear of
                all Encumbrances. No legend or other reference to any purported
                Encumbrances appears upon any certificate representing equity securities
                of the Company. There are no other shares of the authorized share
                capital
                of the Company issued or outstanding. The Company’s outstanding share
                capital has been duly and validly issued and is fully paid and
                non-assessable. There are not outstanding any warrants, options or
                other
                rights to acquire any of the Company’s share capital. The Company’s assets
                do not include any share capital of, or any other equity interest
                in, or
                securities convertible into or exchangeable for any share capital
                or other
                equity interest in, any person, or any direct or indirect equity
                or
                ownership interest in any other
                business.

            


    

     

    
      	 	
              2.2

            	
              Power
                and Authority.
                The Company and the Shareholders have the power and authority to
                execute,
                deliver, and perform this Agreement and the other agreements and
                instruments to be executed and delivered by them in connection with
                the
                transactions contemplated hereby, and the Company and the Shareholders
                have taken all necessary action to authorize the execution and delivery
                of
                this Agreement and such other agreements and instruments and the
                consummation of the transactions contemplated hereby. This Agreement
                is,
                and the other agreements and instruments to be executed and delivered
                by
                the Shareholders and/or the Company in connection with the transactions
                contemplated hereby, when such other agreements and instruments are
                executed and delivered, shall be, the valid and legally binding
                obligations of the Shareholders and/or the Company, as the case may
                be,
                enforceable against the Shareholders and/or the Company in accordance
                with
                their respective terms.

            


    

     

    
      	
            	2.3	
              No
                Conflict.
                Neither the execution and delivery of this Agreement and the other
                agreements and instruments to be executed and delivered in connection
                with
                the transactions contemplated hereby, nor the consummation of the
                transactions contemplated hereby, will violate or conflict with:
                (a) any Belize law, regulation, ordinance, zoning requirement,
                governmental restriction, order, judgment or decree applicable to
                the
                Shareholders and/or the Company; (b) any provision of any charter,
                bylaw
                or other governing or organizational instrument or agreement of the
                Company or the Shareholders; or (c) any mortgage, indenture, license,
                instrument, trust, contract, agreement, or other commitment or arrangement
                to which the Shareholders and/or the Company are parties or by which
                the
                Shareholders and/or the Company are
                bound.

            


    


    
      
         

      

      
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              2.4

            	
              Required
                Government Consents, Filings, etc.
                Except as have been or, prior to the Closing, will be obtained, no
                approval, authorization, certification, consent, variance, permission,
                license, or permit to or from, or notice, filing, or recording to
                or with,
                any Belize governmental
                authorities is necessary for: (a) the execution and delivery of this
                Agreement and the other agreements and instruments to be executed
                and
                delivered by the Shareholders and/or the Company in connection with
                the
                transactions contemplated hereby, or the consummation by the Shareholders
                and/or the Company of the transactions contemplated hereby; or (b)
                the
                ownership by Buyer of the Shares, save
                and except for the permission of the Central Bank of Belize, which
                will be
                obtained within 90 days of executing this Agreement. If the approval
                of
                the Central Bank of Belize is not granted, this Agreement will be
                null and
                void.

            


    

     

    
      	 	
              2.5

            	
              Other
                Required Consents, Filings, etc.
                Except as have been or, prior to the Closing, will be obtained, no
                approval, authorization, consent, permission, or waiver to or from,
                or
                notice, filing, or recording to or with, any person is necessary
                for: (a)
                the execution and delivery of this Agreement and the other agreements
                and
                instruments to be executed and delivered in connection with the
                transactions contemplated hereby by the Shareholders and/or the Company,
                or the consummation by the Shareholders and/or the Company of the
                transactions contemplated hereby; or (b) the ownership by Buyer of
                the
                Shares.

            


    

     

    
      	 	
              2.6

            	
              Title
                to Assets.
                The Company has good and marketable title to all of its assets, free
                and
                clear of any claims or Encumbrances, other than the Deed of Legal
                Mortgage
                attached hereto as Appendix III that will be recorded as soon as
                practically possible following the Closing. “Encumbrance” means any
                mortgage, charge (whether fixed or floating), security interest,
                pledge,
                right of first refusal, lien (including any unpaid vendor’s lien), option,
                hypothecation, title retention or conditional sale agreement, lease,
                option, restriction as to transfer or possession, or subordination
                to any
                right of any other person.

            


    

     

    
      	 	
              2.7

            	
              Financial
                Statements.
                The Company and the Shareholders have provided, and at the Closing
                will
                provide Buyer with the following financial statements (collectively,
                the
                “Financial Statements”) with respect to the Company: balance sheet,
                results of operations, statements of stockholders’ equity and statement of
                cash flow, as of and for the calendar year ended December 31, 2007,
                the
                interim financials as of September 30, 2008, and the balance sheet
                as of
                the close of business immediately preceding the Closing Date (the
                balance
                sheet which balance sheet is herein referred to as the “Closing Balance
                Sheet”). The Financial Statements are, and at the Closing will be true
                and
                correct in every material respect and properly reflect all assets
                and
                liabilities of the Company as then in existence. The Financial Statements
                do and will fairly present the results of operations and the financial
                position of the Company as of the dates thereof and the periods then
                ended.

            


    

     

    
      	
            	2.8	
              Condition
                and Sufficiency of Assets.
                The equipment contained in the Company’s assets is structurally sound, in
                good operating condition and repair, and adequate for the uses to
                which it
                is being put, and none of such equipment is in need of maintenance
                or
                repairs, except for ordinary, routine maintenance and repairs that
                are not
                material in nature or cost. The Company’s assets are sufficient for the
                continued conduct of the Company’s business after the Closing in the same
                manner as conducted prior to the Closing. The Company’s assets are the
                only assets owned directly or indirectly by the Company which are
                used in
                or relate to the conduct of the Company’s business. The Shareholders do
                not own an interest in the Real Estate or any of the equipment used
                by the
                Company and sold hereunder.

            


    


    
      
         

      

      
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              2.9

            	
              Accounts
                Receivable.
                The Company’s accounts receivable represent valid obligations arising from
                sales actually made or services actually performed in the ordinary
                course
                of business. The Company’s accounts receivable are current and
                collectible, net of the respective reserves shown on the Financial
                Statements, which reserves are adequate and calculated consistent
                with
                past practice. There is no contest, claim or right of set-off under
                any
                agreement with any obligor of an account receivable relating to the
                amount
                or validity of such account
                receivable.

            


    

     

    
      
        
          	2.10	
                  Intellectual
                    Property.

                


        

      

    

     

    (a) The
      Company beneficially owns or has the valid right to use all of the Intellectual
      Property used in its business as currently conducted or as presently
      contemplated to be conducted. The term “Intellectual Property” includes all
      patents and patent applications, trademarks, service marks, and trademark or
      service mark registrations and applications, trade names, logos, designs, domain
      names, web sites, slogans and general intangibles of like nature, together
      with
      all goodwill relating to the foregoing, copyrights, copyright registrations,
      renewals and applications, software, databases, technology, trade secrets and
      other confidential information, know-how, proprietary processes, formulae,
      algorithms, models and methodologies, drawings, specifications, plans,
      proposals, financing and marketing plans, advertiser, customer and supplier
      lists and all other information relating to advertisers, customers and suppliers
      (whether or not reduced to writing), licenses, agreements and all other
      proprietary rights, which relate to the Company’s business. The Intellectual
      Property beneficially owned
      or
      used by the Company is free and clear of all claims or Encumbrances.


     

    (b) The
      Company takes and has taken reasonable measures to protect the confidentiality
      of its trade secrets, know-how or other confidential information material to
      its
      business as currently operated or planned to be operated (together, “Trade
      Secrets”). No Trade Secret has been disclosed or authorized to be disclosed to
      any third party, including any employee, agent, contractor or other person,
      other than pursuant to a written non-disclosure agreement that adequately
      protects the Company’s proprietary interests in and to such Trade Secrets. To
      the best of the Company’s and the Shareholders’ knowledge, no party to any
      non-disclosure agreement relating to any Trade Secrets is in breach
      thereof.

     

    (c) The
      conduct of the Company’s business as currently conducted or planned to be
      conducted does not infringe upon (either directly or indirectly) any
      Intellectual Property owned or controlled by any third party. There are no
      claims or suits pending or threatened, and neither the Company nor the
      Shareholders have received any notice of a third party claim or suit (i)
      alleging that any of the Company’s activities or the conduct of its business has
      infringed upon or constitutes the unauthorized use of the Intellectual Property
      rights of any third party, or (ii) challenging the ownership, use, validity
      or
      enforceability of any Intellectual Property.

     

    (d) To
      the
      best of the Company’s and Shareholders’ knowledge, no third party is
      misappropriating, infringing, diluting, or violating any Intellectual Property
      owned by or licensed to the Company, and no such claims are pending against
      a
      third party by the Company.


    
      
         

      

      
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          	2.11	
                  Compliance
                    with Rules.

                


        

      

    

     

    (a) The
      Company and the Shareholders at all times have been and are currently in
      compliance with all Rules applicable to the Company and/or its business, except
      where such failure to comply would not have a material adverse effect on the
      Company or its operations. “Rule” means any law, statute, rule, regulation,
      order, court decision, judgment or decree of any Belize territorial,
      provincial or municipal authority. 

     

    (b) The
      Company and the Shareholders are in material compliance with, and have obtained
      all Permits and other authorizations relating to the Company which are required
      by any Rule, which has been enacted to the date of this Agreement, except as
      would not have a material adverse effect on the Company or its operations.
      No
      governmental proceeding is pending or threatened to cancel, amend, modify or
      fail to renew any such Permit. “Permit” includes any approval, authorization,
      concession, grant, certificate of convenience and necessity, qualification,
      consent, franchise, license, security clearance, easement, order or other permit
      issued or granted by any governmental entity.

     

    (c) The
      Company and/or the Shareholders are not currently in material violation of
      any
      environmental or safety laws nor have the Company and/or the Shareholders
      received any notice of any current non-compliance therewith. There is no civil,
      criminal or administrative action, suit, demand, claim, hearing, notice,
      investigation or proceeding pending or threatened against the Company and/or
      the
      Shareholders relating in any way to environmental and safety laws. 

     

    
      	
              2.12

            	
              Tax
                Matters.
                All taxes owed by the Company pertaining to the Company, its business
                or
                its assets (whether or not shown on any tax return) have been paid.
                The
                Company is not the beneficiary of any extension of time within which
                to
                file any tax return. No claim has ever been made by an authority
                in a
                jurisdiction where the Company does not file tax returns that the
                Company
                is or may be subject to taxation by that jurisdiction. There are
                no claims
                or Encumbrances on any of the Company’s assets that arose in connection
                with any failure (or alleged failure) to pay any tax. The Shareholders
                assume all liabilities whether known or unknown for all taxes and
                tax
                filings up to the Closing Date.

            


    

     

    
      
        
          	2.13	
                  Contracts.
                    Except as would not have a material adverse effect on the Company
                    or its
                    operations, there exists no event of default or occurrence, condition
                    or
                    act on the part of the Company and/or the Shareholders or, to
                    the best
                    knowledge of the Company and the Shareholders, on the part of
                    any other
                    party to any contract to which the Company is a party, which
                    constitutes
                    or would constitute (with or without notice or lapse of time
                    or both) a
                    breach of or default under any of such contracts, or cause or
                    permit
                    acceleration of any obligation of the Company or any other party.
                    There
                    are no renegotiations of, attempts to renegotiate or outstanding
                    rights to
                    renegotiate any amounts paid or payable to the Company under
                    any contract
                    with any person having the contractual or statutory right to
                    demand or
                    require such renegotiation and no such person has made written
                    demand for
                    such renegotiation.

                


        

      

    


    
      
         

      

      
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          	2.14	
                  Litigation.
                    Except as would not have a material adverse effect on the Company
                    or its
                    operations and
                    the disclosures made to the Buyer about litigation in the Supreme
                    Court of
                    Belize, there is no legal, administrative or other action, claim,
                    proceeding or governmental investigation, domestic or foreign
                    (“Litigation”), pending or threatened against the Company and/or the
                    Shareholders relating to the Company, its business or its assets,
                    or that
                    challenges or reviews the execution, delivery or performance
                    of this
                    Agreement by the Company and/or the Shareholders or of the consummation
                    of
                    the transactions contemplated hereby, or that seeks to enjoin
                    or obtain
                    damages in respect of the consummation of any of the transactions
                    contemplated hereby. The Company and/or the Shareholders are
                    not parties
                    to, and are not bound by, any order or any ruling or award of
                    any other
                    person that has resulted in or could reasonably be expected to
                    result in,
                    individually or in the aggregate, a material adverse effect on
                    the Company
                    or which could reasonably be expected to materially adversely
                    affect the
                    consummation of the transactions contemplated hereby. Any
                    financial consideration which may become due to the Company as
                    a result of
                     litigation
                    in the Supreme Court of Belize that exists as of the Closing
                    Date or that
                    is hereafter filed relating to events arising prior to the Closing
                    Date
                    will be borne and paid directly by the Shareholders.
                    Consequently, any monetary award consequent upon litigation in
                    the Supreme
                    Court of Belize shall accrue beneficially to the Shareholders.
                    All costs
                    of any continued litigation on this matter will be borne directly
                    by the
                    shareholder, including any defense of appeal, arbitration, additional
                    suit
                    or countersuit. The Buyer will have NO liability in this matter.
                    

                


        

      

    

     

    
      
        
          	2.15	
                  Conduct
                    of Business.

                


        

      

    

     

    
      	 	
              (a)

            	
              Ordinary
                Course of Business: No Removal or Disposal of Assets.
                Since February 20, 2007, the Company has operated its business in
                the
                ordinary course, and has not removed or disposed of any assets except
                in
                the ordinary course of business.

            


    

     

    
      	 	
              (b)

            	
              No
                Material Adverse Change.
                Since February 20, 2007, there has been no material adverse change
                in the
                Company’s assets or in the financial condition, operations, or prospects
                of its business.

            


    

     

    
      	 	
              (c)

            	
              Absence
                of Particular Events.
                Since February 20, 2007, the Company has not: (i) suffered any damage
                or
                destruction adversely affecting its business or involving any of
                the
                assets used in its business; (ii) incurred any liability or obligation
                other than in the ordinary course of
                business;
                (iii) made any change or alteration in the manner of keeping the
                books,
                accounts or records of its business or in the accounting practices
                therein
                reflected; (iv) paid, loaned, or advanced any monetary amount or
                other
                asset to, or sold, transferred, or leased any asset to, any employee
                except for normal compensation involving salary and benefits; (v)
                received
                any notice of or become aware of any loss of any one or more customers
                representing 3% or more of the annualized revenue of its
                business; (vi)
                entered into or engaged in any transaction in respect of its business
                other than on commercially reasonable terms determined on the basis
                of the
                facts existing at the time such transaction was entered into or engaged
                in; or (vii) agreed to take or allow any of the foregoing actions
                described in this Section 2.15(c).

            


    

     

    
      	
              2.16

            	
              Broker’s
                or Finder’s Fees.
                The Company and/or the Shareholders have not authorized any person
                to act
                as broker or finder or in any other similar capacity in connection
                with
                the transactions contemplated by this
                Agreement.

            


    


    
      
         

      

      
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              2.17

            	
              Disclosure.
                No representation, warranty, or statement made by the Company and/or
                the
                Shareholders in this Agreement or in any document or certificate
                furnished
                or to be furnished to Buyer pursuant to this Agreement contains or
                will
                contain any untrue statement or omits or will omit to state any fact
                necessary to make the statements contained herein or therein not
                misleading. The Company and the Shareholders have disclosed to Buyer
                all
                facts known or reasonably available to the Company and/or the Shareholders
                that are material to the financial condition, operation, or prospects
                of
                the Company, its business and/or its
                assets.

            


    

     

    
      	
              2.18

            	
              Investigation
                of Buyer.
                The Company and each of the Shareholders hereby represent and warrant
                that
                they have reviewed reports and documents filed by Buyer with the
                U.S.
                Securities and Exchange Commission (“SEC”) since January 1, 2008 (“Buyer
                SEC Reports”), including in particular the financial statement and the
                “Risk Factors” contained therein, and that the Company and each of the
                Shareholders are familiar with financial and other conditions of
                Buyer.
                The Company and each of the Shareholders hereby further represent
                and
                warrant that they are aware that Buyer will require an infusion of
                additional funding in order to continue its operations, and that
                Buyer has
                not secured the necessary additional funding. Each of the Shareholders
                has
                relied solely upon the investigations made by or on behalf of the
                Shareholder or his representative in evaluating the suitability of
                the
                investment in the common stock issued to the Shareholder under this
                Agreement, and such Shareholder recognizes that an investment in
                the
                Buyer’s common stock involves a high degree of risk. Each Shareholder has
                such knowledge and experience in financial and business matters that
                he is
                capable of evaluating the merits and risks of an investment in Buyer.
                

            


    

     

    
      
        
          	2.19	
                  Purchase
                    Entirely for Own Account.
                    The shares of Buyer’s common stock to be received by such Shareholder
                    hereunder will be acquired for such Shareholder’s own account, not as
                    nominee or agent, and not with a view to the resale or distribution
                    of any
                    part thereof in violation of the Securities Act of 1933, and
                    such
                    Shareholder has no present intention of selling, granting any
                    participation in, or otherwise distributing the same in violation
                    of the
                    Securities Act of 1933. Such Shareholder understands that the
                    shares of
                    Buyer’s common stock are characterized as “restricted securities” under
                    the U.S. federal securities laws inasmuch as they are being acquired
                    from
                    Buyer in a transaction not involving a public offering and that
                    under such
                    laws and applicable regulations such securities may be resold
                    without
                    registration under the Securities Act of 1933 for at least six
                    months
                    following the Closing Date. After the six month anniversary of
                    the Closing
                    Date, the shares of Buyer’s common stock may only be sold in compliance
                    with Rule 144 promulgated under the Securities Act of
                    1933.

                


        

      

    

     

    ARTICLE
      3

     

    REPRESENTATIONS
      AND WARRANTIES OF BUYER

     

    To
      induce
      the Company and the Shareholders to execute, deliver and perform this Agreement,
      and in acknowledgement of the Company’s and the Shareholders’ reliance on the
      following representations and warranties, the
      Buyer
      hereby represents and warrants to the Company and the Shareholders individually
      and collectively as
      follows,
      as of
      the date hereof:


    
      
         

      

      
        8

        
          

        

      

      
         

      

    


    
      	3.1	
              Power
                and Authority.
                Buyer has the power and authority to execute, deliver, and perform
                this
                Agreement and the other agreements and instruments to be executed
                and
                delivered by it in connection with the transactions contemplated
                hereby,
                and Buyer has taken all necessary action to authorize the execution
                and
                delivery of this Agreement and such other agreements and instruments
                and
                the consummation of the transactions contemplated hereby. This Agreement
                is, and, when such other agreements and instruments are executed
                and
                delivered, the other agreements and instruments to be executed and
                delivered by Buyer in connection with the transactions contemplated
                hereby
                shall be, the valid and legally binding obligations of Buyer, enforceable
                in accordance with their respective
                terms.

            


    

     

    
      	
              3.2

            	
              Broker’s
                or Finder’s Fees.
                Buyer has not authorized any person to act as broker, finder, or
                in any
                other similar capacity in connection with the transactions contemplated
                by
                this Agreement.

            


    

     

    
      	
              3.3

            	
              No
                Conflict.
                Neither the execution and delivery by such Buyer of this Agreement
                and of
                the other agreements and instruments to be executed and delivered
                by such
                Buyer in connection with the transactions contemplated hereby, nor
                the
                consummation by such Buyer of the transactions contemplated hereby,
                will
                violate or conflict with: (a) any foreign, Federal, state, or local
                law,
                regulation, ordinance, governmental restriction, order, judgment
                or decree
                applicable to Buyer; or (b) any provision of any charter, bylaw,
                or other
                governing or organizational instrument of
                Buyer.

            


    

     

    
      	3.4	
              Disclosure.
                No representation, warranty, or statement made by Buyer in this Agreement
                or in any document or certificate furnished or to be furnished to
                the
                Shareholders pursuant to this Agreement contains or will contain
                any
                untrue statement or omits or will omit to state any fact necessary
                to make
                the statements contained herein or therein not misleading.
                

            


    

     

    
      	3.5	
              Security
                for Repayment of the Loan Notes (and the Replacement Promissory
                Notes).
                The Buyer represents, warrants and agrees to: (1) authorize the Company
                to
                pay or procure the repayment of the replacement Loan Notes in favor
                of the
                Shareholders in accordance with Appendix II attached hereto; and
                (2)
                confirm the repayment of the respective amounts due under the replacement
                Loan Notes by executing with the Company, in favor of the Shareholders,
                a
                deed of legal mortgage (in the format set out in Appendix III attached
                hereto) charging the real property of the Company, as security for
                the
                repayment of the Loan Notes. 

            


    

     

    
      	3.6	
              Employment
                of Shareholder No. 2.
                The Buyer represents, warrants and agrees that immediately following
                the
                execution of this Agreement it will offer a contract of employment
                to
                Shareholder No.2 (Neal Walmsley) in accordance with terms to be
                agreed.

            


    

     

    
      
        4.0
          ARTICLE

      

    

     

    COVENANTS
      OF THE SHAREHOLDERS AND BUYER FOLLOWING CLOSING

     

    
      	4.1	
              Cooperation.
                The Shareholders and Buyer shall cooperate fully with each other
                and their
                respective employees, legal counsel, accountants and other representatives
                and advisers in connection with the steps required to be taken as
                part of
                their respective obligations under this Agreement; and each of them
                shall,
                at any time and from time to time after the Closing, upon the request
                of
                the other, do, execute, acknowledge and deliver, or cause to be done,
                executed, acknowledged and delivered, all such further acts, deeds,
                assignments, transfers, conveyances, receipts, acknowledgments,
                acceptances and assurances as may be reasonably required (without
                incurring unreimbursed expense) to satisfy and perform the obligations
                of
                such party hereunder, and to allow the Company to operate its business
                after the Closing in the manner in which it was operated before the
                Closing. 

            


    


    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    
      	
              4.2

            	
              Further
                Assurances.
                Subject to the terms and conditions of this Agreement, each party
                agrees
                to use all of its reasonable efforts to take, or cause to be taken,
                all
                actions and to do or cause to be done, all things necessary and proper
                or
                advisable to consummate and make effective the transactions contemplated
                by this Agreement (including the execution and delivery of such further
                instruments and documents as the other party may reasonably
                request).

            


    

     

    
      	
              4.3

            	
              Funds
                Received After Closing.
                Any and all funds received by the Shareholders after the Closing
                in
                respect of the Company shall be promptly remitted to Buyer upon
                receipt.

            


    

     

    
      	4.4	
              Change
                in Buyer’s Stock Listing.
                Buyer’s share of common stock are currently listed for trading on the OTC
                Bulletin Board. The Buyer agrees that in the event that it becomes
                listed
                on any other trading system or stock exchange it will take all the
                necessary steps to cause the Shareholders’ Common Stock in the Buyer to
                become available for trading (such to applicable securities laws)
                on such
                other trading system or stock
                exchange.

            


    

     

    ARTICLE
      5.

     

    SURVIVAL;
      INDEMNITY

     

    
      	 	
              5.1

            	
              Survival
                of Representations, Warranties, etc.
                The representations, warranties and covenants given by the Shareholders
                to
                Buyer or by Buyer to the Shareholders in this Agreement shall survive
                for
                a period of 12
                months
                following the Closing

            


    

     

    
      	 	
              5.2

            	
              Indemnification
                by the Shareholders.
                The Shareholders shall jointly and severally indemnify, defend, and
                hold
                harmless Buyer, and Buyer’s representatives, stockholders, controlling
                persons and affiliates, at, and at any time after, the Closing
                up to the end of the indemnification period at Article 5.1, from
                and against any and all demands, claims, actions, or causes of action,
                assessments, losses, damages (including incidental and consequential
                damages), liabilities, costs, and expenses, including reasonable
                fees and
                expenses of counsel, other expenses of investigation, handling, and
                Litigation, and settlement amounts, together with interest and penalties
                (collectively, a “Loss” or “Losses”), asserted against, resulting to,
                imposed upon, or incurred by Buyer, directly or indirectly, by reason
                of,
                resulting from, or arising in connection with, any of the
                following:

            


    

     

    
      	
            	(a)	
              Breach.
                Any breach of any representation, warranty, or agreement of the
                Shareholders and/or the Company contained in or made pursuant to
                this
                Agreement, including the agreements and other instruments contemplated
                hereby;

            


    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    


    
      	 	
              (b)

            	
              Brokerage
                or Finder’s Fees.
                Any claim by any person for brokerage or finder’s fees or commissions or
                similar payments based upon any agreement or understanding alleged
                to have
                been made by any such person with the Company and/or the Shareholders
                in
                connection with this Agreement or any of the transactions contemplated
                hereby; 

            


    

     

    
      	 	
              (c)

            	
              Litigation.
                Any judgment or verdict rendered against the Company or Buyer as
                a result
                of the pending action brought by Tomas Serrut or as a result of any
                other
                legal proceeding filed against the Company based on actions or events
                arising prior to the Closing Date;
                and

            


    

     

    
      	 	
              (d)

            	
              Incidental
                Matters.
                To the extent not covered by the foregoing, any and all demands,
                claims,
                actions or causes of action, assessments, losses, damages, liabilities,
                costs, and expenses, including reasonable fees and expenses of counsel,
                other expenses of investigation, handling, and Litigation and settlement
                amounts, together with interest and penalties, incident to the
                foregoing.

            


    

     

    The
      remedies provided in this Section 5.2 will not be exclusive of or limit any
      other remedies that may be available to Buyer.

     

    5.3
      Indemnification
      by Buyer.
      Buyer
      shall indemnify, defend, and hold harmless the Shareholders at, and at any
      time
      after, the Closing up to the end of the indemnification period at Article 5.1,
      from and against any and all Losses asserted
      against,
      resulting to, imposed upon, or incurred by the Shareholders, to the extent
      arising from any of the following:

     

    
      	 	
              (a)

            	
              Breach.
                Any breach of any representation, warranty, or agreement of Buyer
                contained in or made pursuant to this Agreement, including the agreements
                and other instruments contemplated
                hereby; and

            


    

     

    
      	 	
              (a)

            	
              Brokerage
                or Finder’s Fees.
                Any claim by any person for brokerage or finder’s fees or commissions or
                similar payments based upon any agreement or understanding alleged
                to have
                been made by any such person with the Buyer in connection with this
                Agreement or any of the transactions contemplated hereby;
                and

            


    

     

    
      	 	
              (a)

            	
              Incidental
                Matters.
                To the extent not covered by the foregoing, any and all demands,
                claims,
                actions or causes of action, assessments, losses, damages, liabilities,
                costs, and expenses, including reasonable fees and expenses of counsel,
                other expenses of investigation, handling, and Litigation, and settlement
                amounts, together with interest and penalties, incident to the
                foregoing.

            


    

     

    The
      remedies provided in this Section 5.3 will not be exclusive of or limit any
      other remedies that may be available to the Shareholders.


    
      
         

      

      
        11

        
          

        

      

      
         

      

    


    
      
        
          	5.4	
                  Procedures;
                    Third Party Claims,
                    etc.

                


        

      

    

     

    
      	 	
              (a)

            	
              A
                person entitled to make a claim of indemnification hereunder shall
                be
                referred to as an “Indemnified Party.” A person obligated for
                indemnification hereunder shall be referred to as an “Indemnifying Party.”
                The Indemnifying Party shall be entitled to defend any claim, action,
                suit
                or proceeding made by any third party against an Indemnified Party;
                provided,
                however,
                that the Indemnified Party shall be entitled to participate in such
                defense with counsel of its choice and at its own expense and, if
                (i) the
                Indemnifying Party is also a party to such claim, action, suit or
                proceeding and the Indemnified Party determines in good faith that
                joint
                representation would be inappropriate, (ii) the Indemnifying Party
                does
                not provide a competent and vigorous defense, or (iii) the Indemnifying
                Party agrees, then the Indemnified Party’s participation shall be at the
                expense of the Indemnifying Party. The Indemnified Party shall provide
                such cooperation and access to its books, records and properties
                as the
                Indemnifying Party shall reasonably request with respect to such
                matter;
                and the parties shall cooperate with each other in order to ensure
                the
                proper and adequate defense thereof. An Indemnified Party shall not
                settle
                any claim subject to indemnification hereunder without the prior
                written
                consent of the Indemnifying Party, which consent shall not be unreasonably
                withheld or delayed.

            


    

     

    
      	 	
              (b)

            	
              With
                regard to claims of third parties for which indemnification is payable
                hereunder, such indemnification shall be paid by the Indemnifying
                Party
                upon the earliest to occur of: (i) the entry of a judgment against
                the
                Indemnified Party; (ii) the settlement of the claim; (iii) with respect
                to
                indemnities for tax liabilities, upon the issuance of any final resolution
                by a taxation authority; or (iv) with respect to claims before any
                administrative or regulatory authority, when the Loss is finally
                determined and not subject to further review or appeal; provided,
                however,
                that the Indemnifying Party shall pay on the Indemnified Party’s demand
                any cost or expense reasonably incurred by the Indemnified Party
                in
                defending or otherwise dealing with such
                claim.

            


    

     

    
      	 	
              (c)

            	
              To
                seek indemnification hereunder, an Indemnified Party shall notify
                the
                other party hereto of any claim for indemnification, specifying in
                reasonable detail the nature of the Loss and the amount or an estimate
                of
                the amount thereof. Neither the giving of such notice nor the failure
                to
                give such notice shall constitute an election of remedies or limit
                an
                Indemnified Party in any manner in the enforcement of any other remedies
                that may be available to it, including the right to proceed against
                an
                Indemnifying Party.

            


    

     

    ARTICLE
      6.

     

    MISCELLANEOUS

     

    
      	
              6.1

            	
              Entire
                Agreement.
                This Agreement, and the other certificates, agreements, and other
                instruments to be executed and delivered by the parties in connection
                with
                the transactions contemplated hereby, constitute the sole understanding
                of
                the parties with respect to the subject matter
                hereof.

            


    

     

    
      	
              6.2

            	
              Parties
                Bound by Agreement; Successors and Assigns.
                The terms, conditions, and obligations of this Agreement shall inure
                to
                the benefit of and be binding upon the parties hereto and their respective
                successors and assigns.

            


    

     

    
      	6.3	
              Amendments
                and Waivers.
                No modification, termination, extension, renewal or waiver of any
                provision of this Agreement shall be binding upon a party unless
                made in
                writing and signed by such party. A waiver on one occasion shall
                not be
                construed as a waiver of any right on any future occasion. No delay
                or
                omission by a party in exercising any of its rights hereunder shall
                operate as a waiver of such
                rights.

            


    


    
      
         

      

      
        12

        
          

        

      

      
         

      

    


    
      	
              6.4

            	
              Severability.
                If for any reason any term or provision of this Agreement is held
                to be
                invalid or unenforceable, all other valid terms and provisions hereof
                shall remain in full force and effect, and all of the terms and provisions
                of this Agreement shall be deemed to be severable in nature.
                

            


    

     

    
      	
              6.5

            	
              Attorney’s
                Fees.
                Should any party hereto retain counsel for the purpose of enforcing,
                or
                preventing the breach of, any provision hereof including the institution
                of any action or proceeding, whether by arbitration, judicial or
                quasi-judicial action or otherwise, to enforce any provision hereof
                or for
                damages for any alleged breach of any provision hereof, or for a
                declaration of such party’s rights or obligations hereunder, then, whether
                such matter is settled by negotiation, or by arbitration or judicial
                determination, the prevailing party shall be entitled to be reimbursed
                by
                the losing party for all costs and expenses incurred thereby, including
                reasonable attorneys’ fees for the services rendered to such prevailing
                party.

            


    

     

    
      	
              6.6

            	
              Counterparts.
                This Agreement may be executed in one or more counterparts, each
                of which
                shall for all purposes be deemed to be an original and all of which
                shall
                constitute the same instrument. Each
                counterpart including a facsimile transmission of this Agreement
                shall be
                deemed to be an original and shall have the same force and effect
                as an
                original. In the event that a facsimile transmission of this Agreement
                is
                signed or any counterpart is signed and transmitted by facsimile,
                the
                hardcopy thereof may be signed subsequently but must be dated concurrently
                with the facsimile transmission.

            


    

     

    
      	
              6.7

            	
              Headings.
                The headings of the Sections and paragraphs of this Agreement are
                inserted
                for convenience only and shall not be deemed to constitute part of
                this
                Agreement or to affect the construction
                hereof.

            


    

     

    
      	
              6.8

            	
              Expenses.
                Except as specifically provided herein, each of the Shareholders
                and Buyer
                shall pay all of its own costs and expenses incurred by it or on
                its
                behalf in connection with this Agreement and the transactions contemplated
                hereby, including fees and expenses of its own financial consultants,
                accountants, and counsel.

            


    

     

    
      	
              6.9

            	
              Notices.
                All notices, requests, demands, claims, and other communications
                which are
                required or may be given under this Agreement shall be in writing
                and
                shall be deemed to have been duly given: when received, if personally
                delivered; when transmitted, if transmitted by telecopy; five business
                days after such notice, request, demand claim or other communication
                is
                sent, if sent by registered or certified mail, return receipt requested,
                postage prepaid, and addressed to the intended recipient as set forth
                below:

            


    

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    
      	
              if
                to the Shareholders to:

               

              Shareholder
                1.

               

              Frank
                Towers

              Catterall
                Hall Farm

              Catterall
                Lane

              Catterall,
                Preston, PR3
                0PA
                Lancashire UK

              Telephone:
                +44 780 228533

              Email:
                frank@upwoodpark.co.uk

               

              Shareholder
                2.

              Neal
                John Walmsley

              12
                Old Lancaster Rd

              Catterall,
                Preston PR3 OHN, UK

              Phone:
                +44 797 1268059

              Email:
                nw@goots.co.uk

               

              Shareholder
                3.

              Eric
                Royds

              3
                Heath Ave 

              Halifax,
                HX3 OEA, UK

              Telephone:
                +44 7800 963453

              Email:
                home@groovers.f9.co.uk

               

              Shareholder
                4.

              Farzad
                Zamanian

              5
                Hollingwood Rise

              Ilkley
                LS29 9PW, UK

              Telephone:
                +44 776 4404915

              Email:
                farzadzamanian@aol.com

            
	 
	
              if
                to the Company to:

               

              Technology
                Alternatives Ltd.

               

              c/o
                Arguelles & Company LLC

              Attorneys-at-Law

              35
                New Road

               

              Belize,
                Central America

               

              Attention:
                Emil Arguelles

              Facsimile:
                501-223-6403

            


    


    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    


    
      	
              if
                to Buyer to:

               

              Global
                Clean Energy Holdings, Inc.

              6033
                W. Century Blvd, Suite 895

              Los
                Angeles, CA 90045

               

              Attention:
                Richard Palmer

              Facsimile:
                (310)641-4230

            


    

     

    Any
      party
      may send any notice, request, demand, claim, or other communication hereunder
      to
      the intended recipient at the address set forth above using any other means,
      but
      no such notice, request, demand, claim, or other communication shall be deemed
      to have been duly given unless and until it actually is received by the intended
      recipient. Any party may change the address to which notices, requests, demands,
      claims, and other communications hereunder are to be delivered by giving the
      other parties notice in the manner herein set forth.

     

    
      	6.10	
              Governing
                Law.
                This Agreement shall be construed in accordance with and governed
                by the
                laws of Belize without
                giving effect to the principles of choice of law thereof. 

            


    

     

    
      	6.11	
              Remedies.
                In
                the event of a dispute between the parties, each party shall
                be entitled
                to pursue all remedies available at law or in equity and may institute
                any
                and all legal proceedings against the offending party to enforce
                any and
                all rights which they may have or become entitled to under and by
                virtue
                of this Agreement. 

            


    

     

    
      	6.12	
              Waiver
                of Certain Damages.
                Except as prohibited by law, each party hereby waives any right it
                may
                have to claim or recover any special, exemplary, punitive or consequential
                damages other than, or in addition to, actual damages in connection
                with
                any dispute arising under or in connection with any matter related
                to this
                Agreement or any related
                agreement.

            


    


    
      
         

      

      
        15

        
          

        

      

      
         

      

    


    
      	6.13	
              References,
                etc.

            


    

     

    
      	 	
              (a)

            	
              Whenever
                reference is made in this Agreement to any Article, Section, paragraph,
                Schedule or Exhibit, such reference shall be deemed to apply to the
                specified Article, Section or paragraph of this Agreement or the
                specified
                Schedule or Exhibit attached to this
                Agreement.

            


    

     

    
      	 	
              (a)

            	
              The
                word “including” when used herein is not intended to be exclusive and
                means “including, without
                limitation.”

            


    

     

    
      	6.14	
              Strict
                Construction.
                The language used in this Agreement will be deemed to be the language
                chosen by the parties hereto to express their mutual intent, and
                no rule
                of strict construction will be applied against any
                person.

            


    

    


    [Signature
      page follows.]


    
      
         

      

      
        16

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, each of the parties hereto has executed this Agreement as
      of
      the date first indicated above.

    


    
      	
              SHAREHOLDER
                1:

            
	 
	   

	
              Frank
                Towers

            
	 
	
              SHAREHOLDER
                2:

            
	 
	   

	
              Neal
                John Walmsley

            
	 
	
              SHAREHOLDER
                3:

            
	 
	   

	
              Eric
                Royds

            
	 
	
              SHAREHOLDER
                4:

            
	 
	   

	
              Farzad
                Zamanian

            


    


    
      
         

      

      
        17

        
          

        

      

      
         

      

    

    


    
      	
              COMPANY:

            
	
              Technology
                Alternatives Limited

            
	 	 
	
              By:

            	 


    

    
      	
              Name:

            	
              Neal
                Walmsley

            
	
              Position:
                

            	
              Director

            


    

    


    
      	
              By:

            	 


    

    
      	
              Name:

            	
              Jaseth
                M. Jackson

            
	
              Position:
                

            	
              Secretary

            


    

    


    
      	
              BUYER:

            
	
              Global
                Clean Energy Holdings, Inc.

            
	 	 
	
              By:

            	 
	
              Name:
                Richard Palmer

            
	
              Title:
                Chief Executive Officer

            


    


    
      
         

      

      
        18

        
          

        

      

      
         

      

    


    APPENDIX
      I

    SHARES
      OF THE COMPANY BEING SOLD

     

    
      	
              Buyer

            	 	
              Number of Shares of the

              Company Being

              Acquired

            	 	
              Number of Shares of the

              BUYER’S Common

              Stock Issued

            	 
	
              Shareholder 1

            	 	 	
              2,387

            	 	 	
              3,017,063

            	 
	
              Shareholder
                2

            	 	 	
              2,600

            	 	 	
              3,286,285

            	 
	
              Shareholder
                3

            	 	 	
              3,581

            	 	 	
              4,526,226

            	 
	
              Shareholder
                4

            	 	 	
              1,432

            	 	 	
              1,873,183

            	 


    

    


    Share Transfer:
      Share
      transfer will occur at closing with share registration taking place in Belize
      within 90 days of the Closing Date.

    


    Common
      Stock Issuance:
      Buyer
      will immediately issue at closing, Common Stock to the Shareholders based upon
      the total asset book value of the Company established based on the Closing
      Balance Sheet divided by Buyer’s closing share price at the last business day
      before the execution of this Agreement. 

     

    APPENDIX
      II

     

    LOAN
      VALUES ASSIGNED TO SHAREHOLDERS

     

    
      	
              Buyer

            	 	
              Value
                of Loan to

              Shareholder

            
	
              Shareholder
                1

            	 	
              Belize
                $ 259,837.78

            
	
              Shareholder
                2 (Dorothy Walmsley) 

            	 	
              Belize
                $ 66,799.21 

            
	
              Shareholder
                3

            	 	
              Belize
                $ 389,811.10

            
	
              Shareholder
                4

            	 	
              Belize
                $ 155,880.90

            


    

    


    Loan
      Terms:
      The
      foregoing loans previously made by the Shareholders to the Company are evidenced
      by the Loan Notes. The existing Loan Notes will be replaced/re-issued by new
      promissory notes in the same amount, which new promissory notes will have the
      following terms: (i) Interest free for 90 days; (ii) Interest accrues at an
      annual rate of 8% per annum commencing on the 91st
      day of
      the issuance of the new promissory notes; (iii) Interest paid monthly in
      arrears; (iv) at a minimum, $68,000 of principal payable during the first 90
      days of the note; (v) The entire unpaid balance of the promissory notes shall
      be
      due and payable on the 180th
      day
      following the Closing Date (vi) The Company and/or Buyer may prepay the
      promissory notes at any time without penalty, and Buyer shall prepay the notes
      if and when it receives future funding in an amount that, in its reasonable
      discretion, is sufficient to permit the prepayment of the notes without
      adversely affecting Buyer’s operations or financial condition. The new
      promissory note will be secured by the Deed of Legal Mortgage, as set forth
      in
      Appendix III. 


    
      
         

      

      
        19