CARBON
DEVELOPMENT AGREEMENT

    


    


    THIS AGREEMENT is
dated January 14, 2011

    


    


    BETWEEN:

    


    BIO-CARBON
SOLUTIONS INTERNATIONAL INC

    A Nevada
corporation having an address at:

    123 Queen
St East, suite 202

    Sault Ste
Marie, Ontario,

    Canada
P6A 2Z5

    


    As
“BCSI”

    


    AND:

    


    BASIA
HOLDINGS, INC.

    A
Tennessee corporation having an address at:

    18 East
Sunrise Highway  ̃ Suite 311  ̃ Freeport, NY 11520

    


    


    As
“BASIA”

    


    WHEREAS:

    


    BCSI  is
a carbon project development  firm with exclusive know how for the
quantification, management, monitoring and sale of carbon credits or
environmental benefits “Carbon credits”;

    


    AND
WHEREAS

    


    BASIA is
a coal resource development company with the exclusive ownership of lands which
cover 9,000 acres of
heavily forested lands in Grundy County,
Tennessee and which contains approximately 52,000,000 tons of recoverable coal
that may be extracted by surface and underground mining methods “The
Project”.

    


    
      AND
WHEREAS

    

    


    Carbon
credits can be generated from various methodologies and generated from using a
broad spectrum of technologies or methodologies that reduce the emissions of
greenhouse warming gases, which include the type of activities that are
pertinent to The Project;

    


    AND
WHEREAS

    


    BCSI and
BASIA wish to collaborate for the development and sale of carbon credits that
may be derived from the Project;

    


    AND
WHEREAS

    


    BCSI and
BASIA wish to enter into this Carbon Development Agreement  (the
“CDA”) which
grants to BCSI the exclusive rights for the development of the carbon credits
derived from The Project.

    


    NOW, THEREFORE, in
consideration of the premises and the mutual promises and covenants herein, the
parties hereto (the “Parties”, or
individually the “Party”) agree as
follows:

    


    PART
I

    AGREEMENT

    


    2.1                      This
CDA grants exclusive rights to BCSI for the development of carbon credits or
carbon offsets or environmental benefits derived from the Project including
projects developed by BASIA’s subsidiaries.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    .

    PART
2

    TERMINATION

    


    3.1                      This
CDA shall be effective upon the date hereof, and shall continue in full force
and effect unless  the other Party becomes bankrupt.

    


    3.2                      The
Parties acknowledge and agree that the rights and obligations of any Party that
have accrued prior to the expiration of this Agreement or which are expressed to
survive such expiration  shall not be affected by the termination of
this CDA.

    


    PART
3

    COMPENSATION

    


    BASIA
shall pay BCSI 20 % of the net Cash Flow from the sale of carbon credits
generated by BCSI on behalf of BASIA.  Payment is due on December 31
of each year.

     

    PART
4

    INTELLECTUAL
PROPERTY

    


    Except
with agreed specifically in writing, BCSI Inc and BASIA shall retain ownership
and title of all their respective assets, intellectual property related to
technologies, business know-how, trademarks, business contacts, access to
government capital and loans for business development including future
improvements and modifications.

    


    PART
5

    CONFIDENTIALITY

    


    
      	
              5.1

            	
              Each
      Party shall treat as confidential information this CDA, the subject matter
      hereof, and all other discussions, draft agreements, agreements,
      information, reports, data, test results, marketing, product and cost
      information, business opportunities, knowhow, research and analyses
      related to the Parties’ Technologies or this CDA the “Confidential
      Information”).  The standard of care to be used in protecting
      the Confidential Information hereunder shall be the same degree of care
      the Parties use to protect their own confidential information, but in any
      event, shall not be less than a reasonable degree of care practised by
      diligent and prudent persons in similar
  circumstances.

            


    

    


    
      	
              5.2

            	
              Confidential
      Information shall be used by the receiving Party only for purposes of the
      actions specifically contemplated by this CDA and shall be promptly
      returned to the disclosing Party on the written request of the disclosing
      Party. Each Party shall restrict the disclosure of Confidential
      Information to those of its employees and agents who have a need to know
      such information relative to this CDA and shall only disclose such
      Confidential Information to those persons who have agreed to receive, hold
      and use such information subject to the terms and restrictions of this
      CDA.

            


    

    


    
      	
              5.3

            	
              Notwithstanding
      the above, this section  imposes no obligation on the receiving
      Party with respect to information
that:

            


    

    


    
      	
               
      

            	
              (a)

            	
              is
      or becomes a matter of public knowledge through no fault of the receiving
      Party,

            


    

    


    
      	
               
      

            	
              (b)

            	
              is
      rightfully received by the receiving Party from a third party without a
      duty of confidentiality,

            


    

    


    (c)           is
required to be disclosed by law, or

    


    
      	
               
      

            	
              (d)

            	
              is
      disclosed by the receiving Party with the disclosing Party's prior written
      consent.

            


    

    


    PART
6

    COVENANTS,
REPRESENTATIONS & WARRANTIES

    


    
      	
              6.1

            	
              Each
      Party represents and warrants that it has all corporate approvals and the
      independent right and power to enter into this
  CDA.

            


    

    


    
      	
              6.2

            	
              BASIA
      and BCSI agree that BCSI offer no guaranty regarding the eligibilty of the
      project with respect to carbon credits.  BCSI will exert best
      efforts to secure carbon credit benefits to
  BASIA.

            


    

    


    
      	
              6.3

            	
              BASIA
      agrees that BCSI is a carbon development company and has carbon
      development agreements with other parties who may or may not compete with
      BASIA.

            


    

    


    PART
7

    LIMITATION
OF LIABILITY

    


    Except
with respect to obligations of confidentiality and restrictions on use set forth
herein, neither Party will be liable for any indirect, special, incidental or
consequential damages of any kind, including lost profits, lost revenues, lost
business opportunities, failure to realize expected savings, or other commercial
or economic losses of any kind arising out of, in connection with,
or resulting from their performance under this Agreement, even if the other
Party has been advised of the possibility of such damage.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    PART
8

    DISPUTE
RESOLUTION

    


    Except
for applications for injunctions or restraining orders, any disputes arising out
of or in connection with any binding provisions of this CDA or in respect of any
defined legal relationship associated therewith or derived therefrom will be,
insofar as lawfully possible, referred to and finally resolved or determined by
arbitration in Ontario, Canada and each party shall be responsible for its own
fees.

    


    PART
9

    NOTICES

    


    Any
notice to be given by either Party to the other under this CDA will be in
writing and may be delivered personally, by facsimile or by first class prepaid
mail to the following addresses:

    


    If to
BCSI:

    


    


    Bio-Carbon
Solutions International Inc

    123 March
Street, Suite 202

    Sault Ste
Marie, On P6A 2Z5 Canada

    


    
      
        
          	
                  Attention: 

                	
                  Luc
      C Duchesne

                
	
                  Facsimile:

                	705
      253 9572
	
                  Email:

                	ce0@bio-carb.com


        

      

    

     

    If to BASIA HOLDINGS,
INC

    


    Basia
Holdings, Inc.

    18 East
Sunrise Highway, Suite 311

    Freeport,
NY  11520 USA

    
      


      
        
          
            
              	
                      Attention: 

                    	
                      Neal
      R. Bruckman

                    
	
                      Facsimile:

                    	516 546 6220
	      
                      Email: 

                    	fintekusa@gmail.com
	
                    


            


        

      

    

    or to
such other address as may be designated by written notice given by either Party
to the other Party.

    


    Notices
delivered in person or by facsimile will be effective on the date of such
delivery. Notices issued by mail will be effective on the third business day
following the date that the envelope containing the notice is postmarked unless
between the time of mailing and the time the notice is deemed effective
there is an interruption in postal service, in which case, the notice will not
be effective until actually received. In the event of a postal strike or
lockout, notices or demands under this CDA must be delivered personally or by
facsimile.

    


    PART
10

    GENERAL
PROVISIONS

    


    
      	
              10.1

            	
              Partnership:
      Nothing in this CDA is intended to imply the existence of a partnership,
      joint venture, or agency relationship between the
  Parties.

            


    

    


    
      	
              10.2

            	
              Time of
      Essence: Time is of the essence with respect to this CDA and the
      performance of each obligation of each Party hereunder unless otherwise
      expressly stated.

            


    

    


    
      	
              10.3

            	
              Amendments:
      No modifications, waivers or amendments to this CDA shall be effective
      unless in writing and signed all
Parties.

            


    

    


    
      	
              10.4

            	
              Assignment:
      Neither Party may assign or transfer this Agreement or any of its rights
      or obligations under this CDA, without the prior written consent of the
      other party.

            


    

    


    
      	
              10.5

            	
              Governing
      Law: This CDA will be governed by and interpreted exclusively in
      accordance with the laws of the Province of Ontario, Canada and the
      Parties hereby irrevocably attorn to the jurisdiction of the courts of the
      Province of Ontario for matters which are not properly the subject of Part
      9.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              10.6

            	
              Costs: Each
      Party will be responsible for its own costs in relation to any activities
      covered by this CDA and the negotiation of the Commercial Agreements,
      unless otherwise indicated.

            


    

    


    
      	
              10.7

            	
              Further
      Assurances: Each Party will execute and deliver such further and
      other agreements, documents and instruments and do such further acts and
      things as are within its power and as may be necessary or desirable to
      fully implement and carry out the terms of this CDA that are expressed to
      be legally enforceable as and from the time of execution
      hereof.

            


    

    


    
      	
              10.8

            	
              Entire
      Agreement: This CDA supersedes any prior understandings, agreements
      or proposals (written or oral) between the Parties as to the subject
      matter of this CDA.

            


    

    


    IN WITNESS WHEREOF,
the Parties executed this CDA as of the date first above written.

    


    
      
        
          	
                  BIO-CARBON
      SOLUTIONS INTERNATIONAL INC

                
	 
      	 
      
	
                  By:

                	
                  Dr..
      Luc C Duchesne

                
	 
      	 
      
	
                  Signature:

                	
                  /s/  Luc
      C. Duchesne

                
	 
      	 
      
	
                  Title:

                	
                  CEO

                
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                  BASIA
      HOLDINGS, INC

                
	 
      	 
      
	
                  By:

                	
                  Neal
      R. Bruckman

                
	 
      	 
      
	
                  Signature:

                	
                  /S/
      Neal R. Bruckman

                
	 
      	 
      
	
                  Title:

                	
                  President

                


        

      



    


    .