Exhibit 10.2

THIS AGREEMENT is made this 27 day of AUGUST, 2008. BETWEEN:China Bright Technology Development Limited (DBA GreenChek)3705 Bank of America Tower12 Harcourt Road, Central Hong Kong____________________________(hereinafter referred to asGreenChek and/or The Corporation)

OF THE FIRST PART.

-And-

Technical Environmental Solutions Europe Ltd. and/or The Distributor Kemp House 152-160 City Road London EC1V 2NX

United Kingdom

Registered in England and Wales under Company Registration Number pending

(hereinafter referred to asthe Distributor)OF THE SECOND PART.

WHEREASGreenChek owns the Licensed Products (as defined below);

AND WHEREAS, the Distributor, being familiar with the Licensed Product (as defined below), wishes to enter into an Agreement with GreenChek, whereby the Distributor will undertake responsibility for the marketing, distribution and sale of the Licensed Product in the Territory (as defined below) on the terms and conditions contained herein;

NOW THEREFORE THIS AGREEMENT WITNESSETHthat in consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

|1. | DEFINITIONS AND SCHEDULES
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|   | a.                       
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Business Daymeans any day other than a Saturday, Sunday or statutory holiday in Canada.

Commencement Datemeans the date first written above.

Dealermeans a Person who is granted a right by the Distributor to operate a DealershipDealershipmeans the rights granted by the Distributor to a Dealer to market, distribute, sell and service the Licensed Product, or any of it, within the agreed upon Territory per the Territory clause. GreenChek will entertain discussions regarding any additions to be included in the Territory, as well as the subsequent and additional related costs to the Distributor associated with same.

Improvementmeans the improvement in fuel economy and/or a reduction in emissions, if any, determined by aMonitor (Clean Air Technologies Inc.),resulting from the installation and use of a Unit in a motor vehicle.

Installation Facility and/or Mobile Vehiclemeans the facility and/or mobile vehicle from which a Dealer shall operate a Dealership.

Licensed Patentsmeans the patents and/or patent applications listed in Schedule "A" (Including any patents issuing there from and including any re-issues, renewals, extensions, divisions, continuations and continuations-in-part).



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Licensed Product"means any product made or sold in any country by GreenChek in accordance with or covered by a claim of or related to the Licensed Patents including without limitation, the Unit and the products described in Schedule A.

"Licensed Trade-Marks"means the trademarks now or which may in the future be used or permitted to be used by GreenChek in connection with the Licensed Product including without limitation the trademarks listed in Schedule "B.

Distributormeans Technical Environmental Solutions Europe Ltd, its designate or replacement upon advanced approval from GreenChek.

This agreement in whole or in part can not be assigned without GreenCheks expressed approval.

Distributorshipmeans the sole and exclusive rights granted by this Agreement to the Distributor to market, distribute, sell and service the Licensed Product in the Territory and agreed upon Vertical Markets (per Vertical Markets defined in Schedule C).

Minimum Purchase Obligationhas the meaning ascribed to it in section 3. Performance Objectives.

Monitormeans a Person independent of GreenChek, the Distributor, any Dealer and a Pilot Customer who is qualified to conduct the necessary monitoring and testing of vehicles in which a Unit has been installed for the purpose of determining and quantifying an improvement, if any.

The Monitor shall be Clean Air Technologies Inc.and/or shall use a Portable Emissions Measurement System (PEMS) from Clean Air Technologies Inc.for the testing referred to here. An alternative Monitor shall be selected and appointed should Clean Air Technologies not be available or not be in business for a period greater than ninety days (90), if mutually agreeable between GreenChek and the Distributor.

Party or Partiesmeans a party or the parties to this Agreement.Personincludes a body corporate, partnership, trust, unincorporated association, unincorporated syndicate or unincorporated organization.Pilot Phasehas the meaning ascribed to it in section 3. b. i.

Pilot Customeris a Person who enters into an agreement (in writing) for the installation and monitoring of a Unit during the Pilot Phase.

Termmeans the period commencing at the date of this Agreement and continuing until terminated by either GreenChek or the Distributor as permitted by this Agreement.

Territorymeans European Union Member States at the Commencement Date of this Agreement, including Turkey. The Distributor shall identify all Dealers and Customers and Vertical Markets to GreenChek at the signing of this agreement. Any requests to add countries or states must be approved by GreenChek and will be discussed with GreenChek in advance so that both parties can agree upon appropriate strategy and relevant costs to the Distributor for adding same should such request be granted.

Unitmeans one Unit suitable for a heavy goods vehicle including all installation and maintenance manuals, all installation and equipment, and all hardware materials necessary to install the Unit on a heavy





|2 | Rev F
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goods vehicle. Required Electrolyte for the Unit will be shipped separately or the Distributor can purchase GreenChek approved Electrolyte at their discretion. The Distributor shall be responsible to ensure that either themselves or the Dealers properly prepare and install interface bracket(s) necessary to interface between the standard mounting of the Unit and the specific mounting location of the ultimate customers vehicle, and to verify and confirm with GreenChek that the bracket installation is correct.

Warrantyhas the meaning ascribed to it in paragraph 18. k. and extends for a two year term.

b.   Schedules

The attached schedules form part of this Agreement:

Schedule No.
     Description of Schedule
     Section No.A
     Licensed PatentsB
     Licensed Trade-MarksC
     DistributorshipD
     Dealership (Installation Facility)E
     Intentionally BlankF
     Intentionally BlankG
     Intentionally BlankH
     Insurance Policy RequirementsI
     Intentionally Blank


|2. | GRANT OF A DISTRIBUTORSHIP
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|   |                        | v.                                                                                                                                                                                                                                                                                                                                                                              | The Distributors sole source of the Licensed Product for sale in the defined business sectors and verticals within the territory of the Distributor shall be from GreenChek.                                                                                                                                                                                                                                                                                         
|-- | ---------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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|   |                        | vi.                                                                                                                                                                                                                                                                                                                                                                             | The Distributor shall not contravene either of subparagraphs iv or v above.                                                                                                                                                                                                                                                                                                                                                                                           
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|   |                        | vii.                                                                                                                                                                                                                                                                                                                                                                            | GreenChek shall cause all Licensed Product manufactured to bear serial numbers, or be otherwise marked for identification purposes.                                                                                                                                                                                                                                                                                                                                   
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|   | c.                     | Referrals                                                                                                                                                                                                                                                                                                                                                                      
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|   |                        | i.                                                                                                                                                                                                                                                                                                                                                                              | GreenChek agrees to refer to the Distributor all enquiries, orders, or requests for Licensed Product originating from or intended for delivery within the Territory. The Distributor agrees to refer to GreenChek all inquiries, orders or requests for Licensed Product originating from or intended for delivery outside the Territory.                                                                                                                             
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|   | d.                     | Solicitation                                                                                                                                                                                                                                                                                                                                                                   
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|   |                        | i.                                                                                                                                                                                                                                                                                                                                                                              | GreenChek agrees that it will not: (i) itself, or authorize any other Person to solicit orders for the Licensed Product in the Territory; (ii) independently sell, market or distribute the Licensed Product within the Territory; (iii) maintain any facility or engage any Person for the, marketing, selling, or distribution of the Licensed Product, or any part of it, within the Territory.                                                                    
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|3. | PERFORMANCE OBJECTIVES
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|   | a.                     | The Distributor and GreenChek acknowledge that, due to the nature of the product, there may be limited trials (referred to as Pilot Phase) with limited customers until the product gains wide acceptance, or until documented proof of concepts and results have been obtained. A Pilot Phase shall consist of a minimum of thirty (30) days and shall not to exceed one year.
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|   | b.                     | The Distributor shall, subject to the obligation of GreenChek to deliver the Licensed Product to the Distributor within a commercially reasonable time after receipt of each order from the Distributor:                                                                                                                                                                       
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|   |                        | i.                                                                                                                                                                                                                                                                                                                                                                              | Pilot Phase: A Pilot Phase is a test period where potential customers can test the GreenChek Unit on their equipment to determine if the Unit works. A Pilot Phase will typically consist of thee activities. They are:                                                                                                                                                                                                                                               
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|   |                        |                                                                                                                                                                                                                                                                                                                                                                                 | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|   |                        |                                                                                                                                                                                                                                                                                                                                                                                 | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|   |                        |                                                                                                                                                                                                                                                                                                                                                                                 | 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|   |                        |                                                                                                                                                                                                                                                                                                                                                                                 | For the first three (3) agreed upon Pilots the Distributor will discuss with GreenChek and agree on the number of Units to be tested by a customer or potential customer during a Pilot Phase. The Distributor and GreenChek shall work together in a mutually supportive manner in the best interests of the customer or the potential customer throughout the Pilot Phase. GreenChek reserves the right to limit the amount of Units to be tested during this phase.
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|   |                        | ii.                                                                                                                                                                                                                                                                                                                                                                             | GreenChek, on reasonable notice as defined by GreenChek, shall be able to supply up to five hundred (500) units to the Distributor in accordance with a delivery schedule as outlined by GreenChek.                                                                                                                                                                                                                                                                   
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|   |                                | iii.                                                                                                                                                      | After Completion of the Pilot Phase or on achievement of a wide acceptance of the GreenChek Emission Reduction Device (ERD) defined as 2 significant contracts, from customers in six consecutive months electing to purchase units directly and forgo the Pilot Phase, or who have already completed the Pilot Phase, or the end of the date of the first term of this agreement, whichever comes first: The Distributor shall discuss and agree with GreenChek annual sales targets and monthly delivery schedule. GreenChek, with reasonable notice, shall be capable of delivering 500 units a month.                                                      
|-- | ------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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|   |                                |                                                                                                                                                           | GreenChek may establish Sales Quotas from time to time, giving reasonable regard to past performance and market potential of the Licensed Product. For the near term these quotas are:                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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|   |                                |                                                                                                                                                           | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
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|   |                                |                                                                                                                                                           | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
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|   |                                |                                                                                                                                                           | 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
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|   |                                |                                                                                                                                                           | 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
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|   |                                | iv.                                                                                                                                                       | After the first three (3) agreed upon Pilots, the Distributor will agree to pay for subsequent Units as outlined in 7.b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
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|4. | OBLIGATIONS OF THE DISTRIBUTOR
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|   | a.                             | In addition to any other obligations of the Distributor, as provided for in this Agreement, the Parties agree that during the Term the Distributor shall:
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|   |                                | i.                                                                                                                                                        | Bear all expenses in connection with its performance under this Agreement, only buy the Licensed Product from GreenChek (in accordance with ScheduleC), and promptly pay all amounts owing to GreenChek as they become due.                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|   |                                | ii.                                                                                                                                                       | Use its best efforts to advertise, promote and sell the Licensed Products within the Territory provided. Advertising and promotions shall: (i) comply with advertising and/or promotional criteria established by GreenChek from time to time and conveyed in writing to the Distributor prior to the commencement of any such advertising and/or promotion; (ii) reflect only favourably upon GreenChek and the Licensed Product; (iii) not be deceptive, untrue or misleading; (iv) use the Trademarks only in their proper form; and (v) must be seen as promoting the GreenChek brand by visibly displaying Manufactured by GreenChek Energy Resources Ltd.
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|   |                                | iii.                                                                                                                                                      | Agree to pay for all costs and expenses associated with advertising, marketing, promoting, selling, distributing and installing the Licensed Product in the defined Vertical Markets within the Territory and will hold GreenChek harmless from same.                                                                                                                                                                                                                                                                                                                                                                                                          
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|   |                                | iv.                                                                                                                                                       | Promptly comply with the terms of sale for any of the Licensed Product as herein provided and pay the transfer price as herein provided.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
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|   |                                | v.                                                                                                                                                        | Maintain or have access to, pursuant to the terms of this Agreement, adequate sales (as defined in 3. Performance Objectives), servicing and shipping facilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|   |                                | vi.                                                                                                                                                       | Upon their receipt, communicate promptly to GreenChek all comments, criticisms and complaints relating to the performance of the Licensed Product from the purchasers. For this purpose, the Distributor shall keep and maintain a log or diary where all such                                                                                                                                                                                                                                                                                                                                                                                                 
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| |       | comments, criticisms and complaints shall be recorded. A copy of these logs or diaries shall be sent to GreenChek within five (5) business days after the initial occurence of any such comment, criticism &/or complaint.                                      
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| | vii.  | Comply with all GreenChek Certifications and Policies, Procedures, Technical Bulletins as contained in both the Sales and Installation Manuals and as may be issued by GreenChek from time to time;                                                             
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| | viii. | Not tamper with, permit or undertake any changes or modifications to the Licensed Product by themselves, Dealers or Customers;                                                                                                                                  
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| | ix.   | Obtain, maintain and provide proof to GreenChek of a Certificate of Insurance as provided for in Schedule H of this Agreement;                                                                                                                                
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| | x.    | Agrees that it will not distribute any other competitive products within the electrolizer [Hydrogen producing] market within the defined and agreed Vertical Markets within the Territory, during the Term of this contract and for 365 days beyond termination.
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| | xi.   | Agrees that it will not bundle, package, or otherwise distribute any of GreenCheks Licensed Products with, or as part of, any other related product or collection of products without the prior written approval of GreenChek.                                 
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|5. | REPRESENTATIONS AND WARRANTIES OF GREENCHECK
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|   | d.                                          
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|   | e.                                          
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|6. | RESPONSIBILITIES OF GreenChek               
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| |    |                       | 1.                                                                                                                                                                                                                                                                                                                        | Assistance in addressing Dealer and Customer questions and requests,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | -- | --------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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| |    |                       | 2.                                                                                                                                                                                                                                                                                                                        | Sales and promotional material in English so that the Distributor may prepare sales and promotional material. GreenChek shall also provide the Distributor with sales and promotional material relating to the Licensed Product in order to facilitate advertising of the Licensed Product,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
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| |    |                       | 3.                                                                                                                                                                                                                                                                                                                        | Instructions and documentation to install the Licensed Product in accordance with relevant automotive/truck/rail standards and regulations that apply to customers in the defined Vertical Markets within the Territory,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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| |    |                       | 4.                                                                                                                                                                                                                                                                                                                        | Repair and/or replacement services for the Licensed Product in accordance with the Warranty;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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| | d. | Performance Guarantee
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| |    | i.                    | Guarantee a minimum average improvement in vehicle fuel efficiency of 8% to the end client providing there has not been any abuse of the Unit after installation as outlined below. The minimum average improvement in vehicle fuel efficiency will be tested and determined by the Monitor (Clean Air Technologies Inc.)
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| |    |                       | 1.                                                                                                                                                                                                                                                                                                                        | During the Pilot Phase and for all Units installed by or at the direction of the Distributor for each Pilot Customer, payment shall be made as per 7. Prices. Upon failure to meet the minimum average improvement in vehicle fuel efficiency of 8% GreenChek shall have the right to assess the situation at its own cost. GreenChek shall have the right to effect changes, if in fact, it is thereby determined that a variable or variables must be changed or remedied prior to subsequent repair and/or replacement at GreenCheks own expense, providing it is determined by GreenChek that there has not been customer, distributor or third party negligence, misuse or abuse of the Licensed Product, or that the vehicle which the Unit is installed on has not been operated in a careless, reckless or aggressive manner. Prior to any such action, the Monitor and Distributor must provide GreenChek with all downloads and all pertinent information as deemed necessary by GreenChek personnel, including but not limited to fuel records, trip records, and driver history. In the event that the Unit was damaged during testing, Greenchek will have the right to appeal the results and continue the test. All stopping and restarting costs shall be at GreenCheks own expense.
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| |    |                       | 2.                                                                                                                                                                                                                                                                                                                        | During the Pilot Phase GreenChek shall have the right to obtain from the Distributor Pilot Phase participant vehicle and driver performance information including but not limited to trip records and fuel records on a weekly basis. The Pilot Phase participant shall not reasonably withhold such information.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
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| | e. | Warranty Surplus     
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| |    | i.                    | Extend the Warranty to all purchasers of the Licensed Product from the Distributor and/or a Dealer;                                                                                                                                                                                                                      
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| |    | ii.                   | Availability of Spares: GreenChek shall make such spare parts as may be needed for the Licensed Products purchased by Distributor available to Distributor and others directly and/or through Dealers, for a period of ninety (90) days following the discontinuation of any Licensed Product delivered hereunder.       
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|   |        | iii.                    | Cover all reasonable costs incurred by the Distributor or Dealer in addressing warranty issues on behalf of the Supplier.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ------ | ----------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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|   | f.     | Trademark Registration 
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|   |        | i.                      | Properly maintain the registration of the Trademarks and license the Distributor to use GreenCheks authorized Trademarks throughout the Territory.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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|   | g.     | Communicate            
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|   |        | i.                      | Keep the Distributor informed of all improvements and developments to the Licensed Product, and sell to the Distributor the most recent version of the Licensed Product specified for the territory;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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|   | h.     | Materials Defects      
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|   |        | i.                      | Indemnify and save the Distributor harmless from all loss, cost, claim, action, cause of action resulting from or relating to defects in the design, materials and/or workmanship of, in or to the manufacture of the Licensed Product, providing that the Unit has not been amended, tampered, opened or that the Warranty has not been infringed upon in any manner, and provided that it is determined by GreenChek that there has not been an error in the Distributors or Customers assessment of any defects, especially as it pertains to customer or distributor negligence, misuse or abuse of the Licensed Product, or that the vehicle which the Unit is installed on has not been operated in a careless, reckless or aggressive manner which may give the impression of a defect, in which case GreenChek shall be held harmless;
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|   | i.     | Exclusivity            
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|   |        | i.                      | Permit the Distributor to hold itself out as the sole and exclusive Distributor of the Licensed Product within the defined Vertical Markets within the Territory.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
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|   |        |                         | GreenChek agrees to provide adequate technical support and staff training to the Distributor as may be required from time to time as defined in GreenCheks Service Level Agreement (SLA), which will be developed jointly between GreenChek and the Distributor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
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|   | j.     | Safety Related Retrofit
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|   |        | i.                      | Provide immediately any safety related retrofit bulletin, materials and instructions for immediate deployment to customers and users. All costs related to implementation of the safety related retrofit are to be borne by GreenChek. The Distributor shall work with and assist GreenChek in implementing the retrofit and shall make all efforts to operate in a fiscally responsible manner.                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|7. | PRICES
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|   | a.     | Purchase Price         
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|   |        | i.                      | GreenChek may, at its discretion, from time to time, set new prices for the purchase price of the Units to be paid by the Distributor to GreenChek.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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|   |        |                         | However, the price per Unit charged to the Distributor or its designated supply partner shall intially be 4000 Euro FOB Tainjin or FOB North America for the first 6 months of this contract as it pertains to Heavy Good Vehicles (trucks)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|   |        | ii.                     | The Distributor shall accept multiples of the HGV Unit for trains or shall accept a single fit for purpose Unit for trains at an equivalent or lower cost.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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iii. GreenChek will discuss Leasing pricing and options with the Distributor.

| | b. | Payment:
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| |    | i.      
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| |    | ii.     
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| |    | iii.    
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| |    | iv.     
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|8.  | EQUITY OPTIONS:
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|    | a.             
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|9.  | CARBON CREDITS:
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|    | a.             
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|    | b.             
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|    | c.             
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|10. | SALES PRICE    
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|    | a.                                       | The Distributor shall sell GreenChek units at or above a minimum price. The minimum price is 4,000.00 .                                                                                                                                                                                                                                                                                                                                          
|--- | ---------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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|11. | SALES AND MARKETING                     
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|    | a.                                       | The Distributor agrees to consult at the end of every month during the Term with GreenChek concerning sales and marketing strategies for Licensed Product in the Territory.                                                                                                                                                                                                                                                                       
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|    | b.                                       | Distributor agrees to report every quarter to GreenChek, market conditions and marketing trends affecting the sale of Licensed Product in the Territory.                                                                                                                                                                                                                                                                                          
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|    |                                         
|12. | ACCEPTANCE OF ORDERS                    
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|    | a.                                       | GreenChek guarantees to provide the Distributor with the Licensed Product within a reasonable time frame depending on the size of the placement of an order for the Licensed Product and agrees further to inform the Distributor of any delays or disruptions affecting the delivery of ordered Licensed Product.                                                                                                                                
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|    |                                         
|13. | LICENSED PRODUCT ELECTROLYTE AND FILLING
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|    | a.                                       | GreenChek will provide the Distributor with minimum specifications for the Electrolyte and will approve local Electrolyte supply for European operations.                                                                                                                                                                                                                                                                                         
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|    |                                         
|14. | TERMINATION                             
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|    | a.                                       | Notwithstanding anything else contained in this Agreement, the Distributor and/or GreenChek shall have the right to terminate this Agreement if any one of the following events of default occur and the Distributor and/or GreenChek has not taken action to remedy such event (if it is capable of being remedied) within thirty (30) days after the Distributors and/or GreenCheks receipt of such notice of default and the required remedy:
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|    |                                          | i.                                                                                                                                                                                                                                                                                                                                                                                                                                                
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|    |                                          | ii.                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|    |                                          | iii.                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|    |                                          | iv.                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|    | b.                                       | Upon termination of this Agreement the following shall apply:                                                                                                                                                                                                                                                                                                                                                                                     
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|    |                                          | i.                                                                                                                                                                                                                                                                                                                                                                                                                                                
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|    |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 1.                                                                                                                                                                                                                                           | The Distributor shall return to GreenChek all advertising, informational or technical material given to the Distributor by GreenChek;                                                                                                                                                                                                                                                                     
|--- | ---------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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|    |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 2.                                                                                                                                                                                                                                           | The Distributor shall cease using the Licensed Trade-marks, shall immediately and permanently cease all use and/or sale of the Licensed Product, shall immediately and permanently cease to deal in any way with the Licensed Product, and shall thereafter refrain from holding itself out as a Distributor of GreenChek;                                                                                
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|    |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 3.                                                                                                                                                                                                                                           | The Distributor shall return at their expense to GreenChek, all unsold or unpaid for Licensed Product together with details of all installed Licensed Product sold for the duration of their contracts. A registered shipper must send all returned Licensed Product.                                                                                                                                     
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|    | c.         | Should GreenChek not meet the performance guarantee as defined within this contract and be unable to identify and remedy the cause within a six month period following the receipt of the Monitors Report, the Distributor shall have the right to terminate this agreement for cause. Following this termination for cause the Distributor shall be able to engage any other competitive products within the electrolizer [Hydrogen producing] market within the defined business sectors and verticals within the Territory at any time should the Distributor so chose without any penalty or restriction what so ever.
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|    |           
|15. | TRADE-MARK
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|    | a.         | Use of the Licensed Trade-marks                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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|    |            | i.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | During the term of this Agreement, GreenChek hereby grants the Distributor the right to sell the Licensed Product bearing the Licensed Trade-Marks and in connection with the use of the Licensed Trade-Marks, the Parties agree as follows:
|   
|    |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 1.                                                                                                                                                                                                                                           | The Distributor shall notify GreenChek promptly of any suspected infringement or passing off or any pending or threatened litigation or other proceeding concerning the Licensed Trade-marks, which may come to its attention;                                                                                                                                                                            
|   
|    |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 2.                                                                                                                                                                                                                                           | GreenChek shall use its best efforts to prosecute, defend and conduct, at it's own expense, all suits involving the Licensed Trade- marks including, without limitation, actions involving infringement or passing off and shall undertake any actions or litigate any proceeding reasonably necessary for the protection of the Licensed Trade- Marks;                                                  
|   
|    |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 3.                                                                                                                                                                                                                                           | Nothing in this Agreement shall be deemed in any way to constitute any transfer or assignment by GreenChek of the Licensed Trade- marks to the Distributor or give the Distributor any right, title or interest in or to the Licensed Trade-marks and the Distributor acknowledges that all trademarks, copyrights and all other propriety marks are and shall remain the exclusive property of GreenChek.
|   
|    |           
|16. | ASSIGNMENT
|   
|    | a.         | Non-Assignability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    |            | i.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | The Distributor shall not transfer or assign the whole or any part of this Agreement or any of its interest, rights or obligation hereunder without the prior written consent of GreenChek.                                                 
|   







11
     Rev F


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ii.   GreenChek will not unreasonably withhold consent.

|    |                            
|--- | ---------------------------
|17. | INDEPENDENT CONTRACTOR     
|   
|    | a.                         
|   
|    | b.                         
|   
|    |                            
|18. | GENERAL CONTRACT PROVISIONS
|   
|    | a.                         
|   
|    |                            
|   
|    | b.                         
|   
|    |                            
|   
|    | c.                         
|   
|    |                            
|   
|    | d.                         
|   
|    |                            
|   
|    | e.                         
|   
|    |                            
|   



|12 | Rev F
|-- | -----

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ii. To GreenChek at:

China Bright Technology Development Limited (DBA GreenChek)3705 Bank of America Tower12 Harcourt Road, Central Hong KongDirector, Lincoln Parke

iii. To the Distributor at:

Kemp House152-160 City RoadLondon EC1V 2NX United KingdomPhone/Fax (Managing Director): +1 905 785 8431Phone/Fax (Marketing Director): +421 55 677 1184

| | iv. | Any notice mailed shall be deemed to be given on the fifteenth (15th) business day after being couriered by FedEx or UPS anywhere in the world; provided, however, that during any interruption, the said fifteenth (15) day period shall not be deemed to commence running until after any interruption ceases.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    
| | v.  | Any notice sent by facsimile transmission, shall be deemed to have been delivered on the business day next following the date of transmission of such facsimile.                                                                                                                                                
| |    

| | f. | Time of the Essence   
| | -- | ----------------------
| |   
| |    | i.                    
| |   
| | g. | Further Assurances    
| |   
| |    | i.                    
| |   
| | h. | Successors and Assigns
| |   
| |    | i.                    
| |   
| | i. | Non-Waiver            
| |   
| |    | i.                    
| |   
| | j. | Force Majeure         
| |   
| |    | i.                    
| |   





|13 | Rev F
|-- | -----

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| | k. | Warranty             
| | -- | ---------------------
| |   
| |    | i.                   
| |   
| | l. | Duration of Agreement
| |   
| |    | i.                   
| |   

IN WITNESS WHEREOFthis Agreement has been executed by the Parties as of the date first above written.

SIGNED, at Toronto
     SIGNED, at Torontothis 27th day of August, 2008
     this 27th day of August, 2008Per:LINCOLN PARKE
     Per:ANDRE MECHGreenChek
     DistributorWITNESS:
     WITNESS:




















|14 | Rev F
|-- | -----

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SCHEDULE A: LICENSED PRODUCT DESCRIPTION, APPLICATIONS AND LICENSEDPATENTS (INCLUDING PATENT APPLICATIONS)

|1. | Product Description:                                                                                                                                                                                                                                                                                                                                   
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | GreenChek has developed Combustion Enhancing Technology. The Unit uses an electrolysis cell in conjunction with any internal combustion engine. Hydrogen and Oxygen gases [Hydroxy] are produced from water through electrolysis. These gases are then added to the air delivery intake manifold used in the following applications but not limited to:
|  
|   | a.                                                                                                                                                                                                                                                                                                                                                     
|  
|2. | Licensed Patents:                                                                                                                                                                                                                                                                                                                                      
|  
|   | Electrolysis Cell to follow                                                                                                                                                                                                                                                                                                                            
|  































|15 | Rev F
|-- | -----

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SCHEDULE B: LICENSED TRADE-MARKS

Unit: The Licensed Product Unit Trademark name to be inserted here at a later date

Logo: The Licensed Product Unit Logo to be inserted here at a later date.









































|16 | Rev F
|-- | -----

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SCHEDULE C: DISTRIBUTORSHIP

The Licensed Product may be sold for the following applications:

| | a. | Heavy Goods Vehicles (HGV) Aftermarket (TRUCKS, BUSSES and TRAINS and right of first refusal for new Verticals upon GreenChek approval).
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------
| |   

The Distributor shall be responsible for arranging leases within the territories to GreenChek approved Dealers (installers).







































|17 | Rev F
|-- | -----

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SCHEDULE D: DEALERSHIP (INSTALLATION FACILITY)

Minimum Requirements for A GreenChek Certified Installation Facility:

|1. | All Installers must have successfully completed the GreenChek Certified Installers Course with digital video provided to GreenChek of the installations.                                                                                                                                                                                                                                                                                                             
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | In the case of installing the Unit on Diesel Powered Vehicles, a certified diesel mechanic and a certified GreenChek installer or a certified diesel mechanic who has completed the Certified Installers Course may complete the installation. For Gasoline Powered Vehicles, a certified automotive mechanic and a certified GreenChek installer or a certified automotive mechanic who has completed the certified Installers Course may complete the installation.
|  
|3. | An Installation Facility shall consist of a completely equipped Heavy Goods Vehicle Garage and/or Mobile Vehicle as may be necessary.                                                                                                                                                                                                                                                                                                                                
|  
|4. | An Installation Facility shall hold and display in plain view, all required Trade Qualification Licenses including the GreenChek Certified Installer Certificate.                                                                                                                                                                                                                                                                                                    
|  
|5. | Analytical Engine Computer Data for regionally operated diesel engines (ie Mercedes Benz, Volvo, MAN). All downloads shall be sent to GreenChek after installation of the unit on a monthly and or routine maintenance schedule as agreed with the customer.                                                                                                                                                                                                         
|  
|6. | The Installation Facility shall maintain Tools & Parts necessary for the installation of GreenCheks unit.                                                                                                                                                                                                                                                                                                                                                           
|  
|7. | The Installation Facility shall pay for, maintain, hold and display all required Insurance Policies as per this Agreement as presented in Schedule H.                                                                                                                                                                                                                                                                                                              
|  
|8. | The Installation Facility may reside at the Distributors Customer location or Government facility.                                                                                                                                                                                                                                                                                                                                                                  
|  
|9. | The Distributor will be responsible for measuring, building & installing the brackets for the GreenChek unit on all applications.                                                                                                                                                                                                                                                                                                                                    
|  























|18 | Rev F
|-- | -----

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SCHEDULE E: Intentionally Blank

















































|19 | Rev F
|-- | -----

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SCHEDULE F: INTENTIONALLY BLANK

















































|20 | Rev F
|-- | -----

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SCHEDULE G: INTENTIONALLY BLANK

















































|21 | Rev F
|-- | -----

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SCHEDULE H: INSURANCE POLICY REQUIREMENTS

The Distributor must pay for and maintain minimum insurance coverage as follows:

|1. | Such insurance and in such amounts as may be required from time to time by the Distributor acting reasonably, including at minimum, comprehensive product liability insurance, all risks property insurance, fire insurance and extended coverage insurance, business interruption insurance, workmens compensation insurance, and public and third party liability insurance with a minimum coverage of 2,000,000.00 EUROS per person per occurrence, fully protecting, as named insured the Distributor and GreenChek.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | Insurance against loss or damage occurring in connection with the sale, installation and servicing of the licensed product with a minimum coverage of 2,000,000.00 EUROS per person per occurrence, fully protecting, as named insured the Distributor and GreenChek.                                                                                                                                                                                                                                                    
|  
|3. | These insurance policies will contain a clause that the insurer will not cancel or change or refuse to renew the insurance without first giving the Distributor and GreenChek 120 days prior written notice.                                                                                                                                                                                                                                                                                                             
|  





































|22 | Rev F
|-- | -----

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