ex10-1.htm


    
       

      

       

      
        

      

    

     

    Contractor
Proposal

    (the
“Agreement”)

     

    1.      Client's
name and address

     

    Mantra Energy
Alternatives Ltd.

    1205 – 207 W.
Hastings St.

    Vancouver,
BC

    V6B
1H7

     

    2.      Background

     

    Mantra has a patent
pending process for the "Continuous Co-Current Electrochemical Reduction of
Carbon Dioxide" (ERC), developed by Professor Colin Oloman and Dr. Hui Li in the
Clean Energy Research Centrer (CERC) at University of British Columbia in
Vancouver, Canada. The ERC process takes carbon dioxide and water, combined with
electricity, to produce fuels and chemicals such as formic acid, formates and
oxygen. The investigation of ERC process was summarized in four papers and
published in various journals.

     

     

    Carbon dioxide is a
greenhouse gas and
a main contributor to climate change.
Scientists and innovators are therefore looking at methods to deal with the CO2
released so that it doesn’t enter our atmosphere. These methods currently
include capturing the gas and injecting it underground for storage in a process
called carbon sequestration. However, as of yet, a full carbon capture and
storage system for large-scale power plants is not a proven cost effective
option.  Safety is not established.

     

    The ERC process
offers an innovative alternative to carbon sequestration with many potential
advantages. The first advantage is that the ERC, instead of addressing carbon
dioxide as the problem, harnesses its chemical properties as part of the
solution. Capitalizing on the abundance of carbon dioxide being released from
fossil fuel combustion the ERC converts CO2 to useful, financially profitable
products. The second advantage is that the process is driven by electric energy
that can be taken from an electric power grid supplied by hydro, wind, solar,
tidal or nuclear energy (all renewable). Lastly, there is potential for this
technology to be applied in a closed-loop fuel cell cycle, whereby carbon
dioxide is converted into a fuel (formic acid) that is then used in a fuel cell
to generate energy.

     

    3.      Objective

     

    Mantra will
contract Kemetco Research, a technology development and scientific contract
research company in Richmond, BC, Canada, to launch and operate the ERC process
development project.

     

    
      	
              · 
     

            	
              The overall
      objective is to establish the technical basis for electro-reduction of
      carbon dioxide to formate via a continuous electrochemical
      reactor.  The details of the process to be undertaken have been
      agreed upon and disclosed in the proposal presented to the Mantra on March
      18, 2009 (the “Proposal”).  This Agreement engages Kemetco to
      proceed with the tasks outlined in PHASE I of the
  Proposal.

            


    

     

    
      4.     
Statement
of Work


    

       Kemetco Research has agreed
to undertake tasks outlined in PHASE I of the Proposal to achieve the Objective
as defined in Section 3 of this Agreement and in accordance with all terms of
this Agreement.  It must be emphasized that the exact experimental
program and associated tasks may change as more information is
obtained.  Upon completion of PHASE I, Mantra may chose to engage
Kemetco to conduct PHASE II of the Proposal by entering a separate agreement at
the appropriate time.

     

    5.      Effort
and costs

     

    Contractor’s
Rate:  $20,368 Per Month (Includes use of a Project Manager, Senior
Scientist, Technologist).

     

    Estimated Length of
Project:    5 Months

     

    Estimated
Labour:                                                                   $101,840

     

    This contract may
be extended as the same Contractor Rate at the request of the
client.

     

    All purchases and
expenses made by Kemetco on behalf of the client will be billed at cost plus
15%

     

    An
estimate of the cost of purchases for required materials and expenses is $35,000 (although actual costs
may vary as more information is obtained during the course of the work).

     

    6.      Deliverables

     

       Reporting and deliverables
will be as follows:

     

    
      	
              ●  

            	
              A final,
      written report summarizing all research findings, will be issued at the
      end of the contract.

            


    

     

    
      	
              ●  

            	
              Kemetco will
      maintain documented records of all the work performed, which will become
      the property of Mantra. These records will be made available to Mantra at
      their request.

            


    

     

    7.      Schedule

     

    
      	
              ·  

            	
              Start
      date:  April 1, 2009

            


    

     

    
      	
              ·  

            	
              Estimated
      time required to complete the project:  5
  Months

            


    

     

    8.      Establish
technology ownership and/or licensing agreement issues.

     

       Mantra will own all
intellectual property derived from this Agreement upon receipt of full
payment for the test work conducted in this Agreement.  Mantra will be
responsible for all patent filings for intellectual property derived from this
Agreement.

     

    9.     
Amendments

     

            
This Agreement replaces the contractor proposal agreement previously entered on
January 29, 2009 between Mantra and Kemetco.

     

    10.    Acceptance

     

                                                                                                         

     

     

    


    
    

     

    
      	
              Proposal
      Submitted by:

               

              /s/ Norman
      Chow 

              Norman Chow  

               

              Kemetco
      Research Inc. 

              #445 – 5600
      Parkwood Way 

              Richmond,
      BC    

              V6V
      2M2

               

              Tel:  (604) 273-3600 

              Fax:  (604) 273-3609

               

              Date:  March 18, 2009

            	
              Proposal
      Accepted by:

               

              /s/
      Larry Kristof

              Larry Kristof

               

              Mantra
      Energy Alternatives Ltd.

              1205 – 207 W.
      Hastings St. 

              Vancouver,
      BC

              V6B
      1H7

               

              Tel:  (604)
      609-2898

               

              Date:  March
      18, 2009