Exhibit 10.5


 





The confidential
portions of this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment
request in accordance with Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.


REDACTED PORTIONS
OF THIS EXHIBIT ARE MARKED BY AN ***.




 








LICENSING
AGREEMENT


 


This Agreement
is made as of the 12 day of February, 2014.


 


AMONG:


 


			POLARCHEM
                                                                                                                                          ASSOCIATED
                                                                                                                                          LIMITED
                                                                                                                                          (registered
                                                                                                                                          in
                                                                                                                                          England
                                                                                                                                          under
                                                                                                                                          No.
                                                                                                                                          2304866)
                                                                                                                                          and
                                                                                                                                          POLARCHEM
                                                                                                                                          INTERNATIONAL
                                                                                                                                          LIMITED
                                                                                                                                          (registered
                                                                                                                                          in
                                                                                                                                          England
                                                                                                                                          under
                                                                                                                                          No.
                                                                                                                                          07287705)



both of
13 Dovedale Gardens, 465 Battersea Park Road, London SW11 4LR, England


 


(collectively,
Polarchem)


 


AND:


 


			AMERICA
                                                                                                                                          GREENER
                                                                                                                                          TECHNOLOGIES
                                                                                                                                          CORPORATION



			an
                                                                                                                                          Arizona
                                                                                                                                          company
                                                                                                                                          incorporated
                                                                                                                                          on
                                                                                                                                          February
                                                                                                                                          14,
                                                                                                                                          2012
                                                                                                                                          and
                                                                                                                                          having
                                                                                                                                          an
                                                                                                                                          address
                                                                                                                                          of
                                                                                                                                          254
                                                                                                                                          South
                                                                                                                                          Mulberry
                                                                                                                                          Street,
                                                                                                                                          Suite
                                                                                                                                          113
                                                                                                                                          Mesa,
                                                                                                                                          Arizona
                                                                                                                                          85202



 


(“AGT”)


 


ULF
TORE WALDEN, DAVID H. IDWAL JONES, and

GEORGES BERBERAT


 


(“Polarchem
Associates”)


 


WHEREAS:


		A.	Polarchem
                                                                                                                                                                                   is
                                                                                                                                                                                   owned
                                                                                                                                                                                   and
                                                                                                                                                                                   controlled
                                                                                                                                                                                   by
                                                                                                                                                                                   Ulf
                                                                                                                                                                                   Tore
                                                                                                                                                                                   Walden
                                                                                                                                                                                   58%,
                                                                                                                                                                                   David
                                                                                                                                                                                   Idwal
                                                                                                                                                                                   Jones
                                                                                                                                                                                   29%,
                                                                                                                                                                                   Georges
                                                                                                                                                                                   Berberat
                                                                                                                                                                                   10%
                                                                                                                                                                                   and
                                                                                                                                                                                   the
                                                                                                                                                                                   Dutoit-Günesin
                                                                                                                                                                                   Family
                                                                                                                                                                                   3%.



		B.	Polarchem
                                                                                                                                                                                   owns
                                                                                                                                                                                   and
                                                                                                                                                                                   has
                                                                                                                                                                                   the
                                                                                                                                                                                   right
                                                                                                                                                                                   to
                                                                                                                                                                                   license
                                                                                                                                                                                   certain
                                                                                                                                                                                   trademarks,
                                                                                                                                                                                   service
                                                                                                                                                                                   marks,
                                                                                                                                                                                   copyrights,
                                                                                                                                                                                   trade
                                                                                                                                                                                   secrets
                                                                                                                                                                                   and
                                                                                                                                                                                   trade
                                                                                                                                                                                   names
                                                                                                                                                                                   including
                                                                                                                                                                                   the
                                                                                                                                                                                   name
                                                                                                                                                                                   “Polarchem”
                                                                                                                                                                                   (the
                                                                                                                                                                                   “Licensed
                                                                                                                                                                                   Marks”)
                                                                                                                                                                                   and
                                                                                                                                                                                   has
                                                                                                                                                                                   developed
                                                                                                                                                                                   and
                                                                                                                                                                                   owns
                                                                                                                                                                                   systems
                                                                                                                                                                                   and
                                                                                                                                                                                   trade
                                                                                                                                                                                   secrets
                                                                                                                                                                                   for
                                                                                                                                                                                   the
                                                                                                                                                                                   manufacture
                                                                                                                                                                                   of
                                                                                                                                                                                   certain
                                                                                                                                                                                   products
                                                                                                                                                                                   (the
                                                                                                                                                                                   “Products”)
                                                                                                                                                                                   and
                                                                                                                                                                                   the
                                                                                                                                                                                   supply
                                                                                                                                                                                   of
                                                                                                                                                                                   certain
                                                                                                                                                                                   services
                                                                                                                                                                                   (the
                                                                                                                                                                                   “Services”)
                                                                                                                                                                                   in
                                                                                                                                                                                   the
                                                                                                                                                                                   field
                                                                                                                                                                                   of
                                                                                                                                                                                   combustion
                                                                                                                                                                                   efficiency
                                                                                                                                                                                   more
                                                                                                                                                                                   particularly
                                                                                                                                                                                   set
                                                                                                                                                                                   forth
                                                                                                                                                                                   in
                                                                                                                                                                                   Schedule
                                                                                                                                                                                   A.



		C.	Polarchem
                                                                                                                                                                                   has
                                                                                                                                                                                   agreed
                                                                                                                                                                                   to
                                                                                                                                                                                   license
                                                                                                                                                                                   to
                                                                                                                                                                                   AGT
                                                                                                                                                                                   the
                                                                                                                                                                                   sole
                                                                                                                                                                                   and
                                                                                                                                                                                   exclusive
                                                                                                                                                                                   right
                                                                                                                                                                                   to
                                                                                                                                                                                   use
                                                                                                                                                                                   the
                                                                                                                                                                                   Licensed
                                                                                                                                                                                   Marks,
                                                                                                                                                                                   to
                                                                                                                                                                                   manufacture
                                                                                                                                                                                   and
                                                                                                                                                                                   sell
                                                                                                                                                                                   the
                                                                                                                                                                                   Products
                                                                                                                                                                                   and
                                                                                                                                                                                   to
                                                                                                                                                                                   provide
                                                                                                                                                                                   the
                                                                                                                                                                                   Services
                                                                                                                                                                                   in
                                                                                                                                                                                   the
                                                                                                                                                                                   Territory
                                                                                                                                                                                   (as
                                                                                                                                                                                   defined
                                                                                                                                                                                   herein).



		D.	AGT
                                                                                                                                                                                   is
                                                                                                                                                                                   a
                                                                                                                                                                                   wholly-owned
                                                                                                                                                                                   subsidiary
                                                                                                                                                                                   of
                                                                                                                                                                                   America
                                                                                                                                                                                   Greener
                                                                                                                                                                                   Technologies
                                                                                                                                                                                   Incorporated,
                                                                                                                                                                                   a
                                                                                                                                                                                   corporation
                                                                                                                                                                                   organized
                                                                                                                                                                                   under
                                                                                                                                                                                   the
                                                                                                                                                                                   laws
                                                                                                                                                                                   of
                                                                                                                                                                                   British
                                                                                                                                                                                   Columbia
                                                                                                                                                                                   (“AGT
                                                                                                                                                                                   Canada”)
                                                                                                                                                                                   and
                                                                                                                                                                                   all
                                                                                                                                                                                   of
                                                                                                                                                                                   AGT
                                                                                                                                                                                   Canada’s
                                                                                                                                                                                   business
                                                                                                                                                                                   and
                                                                                                                                                                                   operations
                                                                                                                                                                                   are
                                                                                                                                                                                   conducted
                                                                                                                                                                                   by
                                                                                                                                                                                   AGT.



		E.	Polarchem
                                                                                                                                                                                   and
                                                                                                                                                                                   AGT
                                                                                                                                                                                   Canada
                                                                                                                                                                                   were
                                                                                                                                                                                   parties
                                                                                                                                                                                   to
                                                                                                                                                                                   that
                                                                                                                                                                                   certain
                                                                                                                                                                                   General
                                                                                                                                                                                   Agreement
                                                                                                                                                                                   and
                                                                                                                                                                                   Contract
                                                                                                                                                                                   dated
                                                                                                                                                                                   November
                                                                                                                                                                                   11,
                                                                                                                                                                                   2011
                                                                                                                                                                                   (the
                                                                                                                                                                                   “Original
                                                                                                                                                                                   Agreement”).





    	1



    	 



    
The confidential
portions of this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment
request in accordance with Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.


REDACTED PORTIONS
OF THIS EXHIBIT ARE MARKED BY AN ***.


 



		F.	The
                                                                                                                                                                                   parties
                                                                                                                                                                                   desire
                                                                                                                                                                                   to
                                                                                                                                                                                   amend
                                                                                                                                                                                   and
                                                                                                                                                                                   restate
                                                                                                                                                                                   the
                                                                                                                                                                                   Original
                                                                                                                                                                                   Agreement
                                                                                                                                                                                   with
                                                                                                                                                                                   this
                                                                                                                                                                                   Agreement.



		G.	The
                                                                                                                                                                                   Polarchem
                                                                                                                                                                                   Associates
                                                                                                                                                                                   have
                                                                                                                                                                                   agreed
                                                                                                                                                                                   to
                                                                                                                                                                                   jointly
                                                                                                                                                                                   and
                                                                                                                                                                                   severally
                                                                                                                                                                                   guarantee
                                                                                                                                                                                   the
                                                                                                                                                                                   obligations
                                                                                                                                                                                   of
                                                                                                                                                                                   Polarchem
                                                                                                                                                                                   hereunder.



 


NOW THEREFORE
THIS AGREEMENT WITNESSES that in consideration of the premises and of the mutual agreements herein set forth, the parties agree
each with the other as follows:


		1.	GRANT OF LICENCE



 


Polarchem grants
and conveys to AGT, subject to the terms and conditions of this Agreement, the sole and exclusive right and licence to use the
Licensed Marks, to manufacture the Products and supply the Services within the Territory (the “Licensed Business”).


		2.	TERRITORY



 


AGT has the
exclusive right and licence to operate the Licensed Business in all of the United States of America, Canada and Mexico and such
other territory or territories it may be agreed to among the parties from time to time (the “Territory”).


		3.	TERM



 


The rights granted
by Polarchem to AGT will be for a term of thirty (30) years (the “Term”).


		4.	NON-CIRCUMVENTION



 


Polarchem agrees
not to circumvent, in any fashion, AGT’s exclusive and protected marketing Territory as specified above. Circumvention shall include
the direct or indirect actions of Polarchem, and any other business entity or associate entity through which Polarchem may act
including any other licensee of Polarchem. Polarchem will refer all customers within the Territory or with operations within the
Territory to AGT.


		5.	MANUFACTURING



 


If AGT manufactures
or mixes Polarchem products in its Territory or elsewhere, Polarchem shall provide its complete and total co-operation and expertise
to ensure that AGT can successfully complete its manufacturing facilities. Prior to AGT manufacturing separately from Polarchem
or Polarchem’s suppliers, the price for Product supplied to AGT from Polarchem will be set at
Polarchem’s agreed discounted price of *** per litre ex-works Mumbai, India.


 


Any advancements,
modifications or improvements to the Polarchem technology in the Territory shall be jointly owned by AGT and Polarchem. Any advancements
in technology made by Polarchem will be immediately communicated to AGT and AGT will have the benefit of such improvement without
further cost or obligation to Polarchem. AGT and Polarchem shall use their best efforts to continually improve the technology.



    	2



    	 



    

The confidential
portions of this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment
request in accordance with Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.


REDACTED PORTIONS
OF THIS EXHIBIT ARE MARKED BY AN ***.


 


Notwithstanding
that AGT is licensed to carry on the Licensed Business only in the Territory, AGT may opt to manufacture the Products anywhere
in the world. 


		6.	TRAINING



 


Polarchem will
provide AGT with the formulas, training and technical expertise required to manufacture the Products. Polarchem shall also cause
technical English speaking experts to provide ongoing training in the United States of America and India to ensure that representatives
of AGT have the technical expertise operate the Licensed Business and independently manufacture the Products and provide the Services.
All such formulas, training and technical expertise may be referred to herein as “Know How”.


		7.	CONSIDERATION



 


Polarchem acknowledges
its prior receipt of an aggregate of 2,000,000 shares of AGT Canada issued to designees of Polarchem under the terms of the Original
Agreement, and its understanding that it will receive a like number of shares of common stock of AGT upon the consummation of
a pending share exchange agreement between the shareholders of AGT Canada and AGT (the “AGT Exchange Shares”). The
shares of AGT Canada issued under the terms of the Original Agreement, which will be replaced by the AGT Exchange Shares, will
not be released and will be held in trust until AGT is in receipt of the Know How and has the ability to independently manufacture
the Products and provide the Services.


		8.	RIGHT OF FIRST REFUSAL



 


Polarchem grants
to AGT a right of first refusal to acquire all of the assets and undertaking of Polarchem. If Polarchem receives an offer for
all or any part of its business, anywhere in the world, Polarchem will deliver such offer to AGT and AGT will have 120 days to
acquire all or a part of the Polarchem business as specified in such offer and on the same terms and conditions as contained in
the offer.


 


AGT will also
have a first right to purchase all or some of Polarchem’s protected customer accounts by the issuing of AGT public company
stock and/or cash as full payment for each applicable customer account and to the extent that AGT purchases such accounts, the
scope of AGT’s Territory will be increased to cover such areas as may be required to service such accounts.


 


Polarchem may
in the future develop, manufacture, supply or otherwise engage to do trade with products of a different nature, i.e. not related
to combustion efficiency. In such cases, Polarchem will offer the right of first refusal to AGT for said products in its
Territory unless it conflicts with existing agreements.


 


AGT will have
a right of first refusal for the exclusive license to provide the Products and Services in China.



    	3



    	 



    

The confidential
portions of this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment
request in accordance with Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.


REDACTED PORTIONS
OF THIS EXHIBIT ARE MARKED BY AN ***.





		9.	VALIDITY OF AGREEMENT



 


This Agreement
shall replace the Original Agreement which such Original Agreement will be of no further force or effect.


		10.	PRICING



		(a)	Polarchem
                                                                                                                                                                                        will
                                                                                                                                                                                        supply
                                                                                                                                                                                        AGT
                                                                                                                                                                                        with
                                                                                                                                                                                        Products
                                                                                                                                                                                        at
                                                                                                                                                                                        PC
                                                                                                                                                                                        specially
                                                                                                                                                                                        agreed
                                                                                                                                                                                        discounted
                                                                                                                                                                                        price,
                                                                                                                                                                                        which
                                                                                                                                                                                        has
                                                                                                                                                                                        been
                                                                                                                                                                                        determined
                                                                                                                                                                                        to
                                                                                                                                                                                        be
                                                                                                                                                                                        ***
                                                                                                                                                                                        ex
                                                                                                                                                                                        works
                                                                                                                                                                                        Mumbai
                                                                                                                                                                                        per
                                                                                                                                                                                        litre.




		(b)	AGT
                                                                                                                                                                                        shall
                                                                                                                                                                                        have
                                                                                                                                                                                        the
                                                                                                                                                                                        exclusive
                                                                                                                                                                                        right
                                                                                                                                                                                        to
                                                                                                                                                                                        determine
                                                                                                                                                                                        its
                                                                                                                                                                                        selling
                                                                                                                                                                                        prices
                                                                                                                                                                                        of
                                                                                                                                                                                        the
                                                                                                                                                                                        Products
                                                                                                                                                                                        in
                                                                                                                                                                                        the
                                                                                                                                                                                        Territory,
                                                                                                                                                                                        though
                                                                                                                                                                                        each
                                                                                                                                                                                        party
                                                                                                                                                                                        agrees
                                                                                                                                                                                        to
                                                                                                                                                                                        keep
                                                                                                                                                                                        the
                                                                                                                                                                                        other
                                                                                                                                                                                        informed
                                                                                                                                                                                        of
                                                                                                                                                                                        changes
                                                                                                                                                                                        in
                                                                                                                                                                                        its
                                                                                                                                                                                        prices
                                                                                                                                                                                        made
                                                                                                                                                                                        from
                                                                                                                                                                                        time
                                                                                                                                                                                        to
                                                                                                                                                                                        time
                                                                                                                                                                                        in
                                                                                                                                                                                        their
                                                                                                                                                                                        respective
                                                                                                                                                                                        global
                                                                                                                                                                                        territories.




		(c)	Polarchem
                                                                                                                                                                                        shall
                                                                                                                                                                                        not
                                                                                                                                                                                        vary
                                                                                                                                                                                        its
                                                                                                                                                                                        prices
                                                                                                                                                                                        charged
                                                                                                                                                                                        under
                                                                                                                                                                                        this
                                                                                                                                                                                        Agreement
                                                                                                                                                                                        except
                                                                                                                                                                                        on
                                                                                                                                                                                        at
                                                                                                                                                                                        least
                                                                                                                                                                                        90
                                                                                                                                                                                        days
                                                                                                                                                                                        prior
                                                                                                                                                                                        notice
                                                                                                                                                                                        in
                                                                                                                                                                                        writing
                                                                                                                                                                                        to
                                                                                                                                                                                        AGT
                                                                                                                                                                                        and
                                                                                                                                                                                        Polarchem
                                                                                                                                                                                        may
                                                                                                                                                                                        only
                                                                                                                                                                                        increase
                                                                                                                                                                                        its
                                                                                                                                                                                        price
                                                                                                                                                                                        to
                                                                                                                                                                                        AGT
                                                                                                                                                                                        to
                                                                                                                                                                                        the
                                                                                                                                                                                        extent
                                                                                                                                                                                        that
                                                                                                                                                                                        Polarchem’s
                                                                                                                                                                                        cost
                                                                                                                                                                                        of
                                                                                                                                                                                        production
                                                                                                                                                                                        rises.
                                                                                                                                                                                        In
                                                                                                                                                                                        such
                                                                                                                                                                                        event,
                                                                                                                                                                                        Polarchem
                                                                                                                                                                                        will
                                                                                                                                                                                        provide
                                                                                                                                                                                        AGT
                                                                                                                                                                                        with
                                                                                                                                                                                        satisfactory
                                                                                                                                                                                        evidence
                                                                                                                                                                                        of
                                                                                                                                                                                        its
                                                                                                                                                                                        increased
                                                                                                                                                                                        cost
                                                                                                                                                                                        of
                                                                                                                                                                                        production
                                                                                                                                                                                        and
                                                                                                                                                                                        the
                                                                                                                                                                                        increase
                                                                                                                                                                                        in
                                                                                                                                                                                        price
                                                                                                                                                                                        to
                                                                                                                                                                                        AGT
                                                                                                                                                                                        will
                                                                                                                                                                                        be
                                                                                                                                                                                        proportional
                                                                                                                                                                                        to
                                                                                                                                                                                        the
                                                                                                                                                                                        increased
                                                                                                                                                                                        cost
                                                                                                                                                                                        of
                                                                                                                                                                                        production.



		11.	DUTIES OF AGT



		(a)	AGT
                                                                                                                                                                                        shall
                                                                                                                                                                                        use
                                                                                                                                                                                        commercially
                                                                                                                                                                                        reasonable
                                                                                                                                                                                        efforts
                                                                                                                                                                                        to
                                                                                                                                                                                        sell,
                                                                                                                                                                                        advertise
                                                                                                                                                                                        and
                                                                                                                                                                                        otherwise
                                                                                                                                                                                        promote
                                                                                                                                                                                        the
                                                                                                                                                                                        sale
                                                                                                                                                                                        of
                                                                                                                                                                                        the
                                                                                                                                                                                        Products
                                                                                                                                                                                        and
                                                                                                                                                                                        Services
                                                                                                                                                                                        throughout
                                                                                                                                                                                        the
                                                                                                                                                                                        Territory
                                                                                                                                                                                        and
                                                                                                                                                                                        shall
                                                                                                                                                                                        maintain
                                                                                                                                                                                        a
                                                                                                                                                                                        suitable
                                                                                                                                                                                        sales/service
                                                                                                                                                                                        organization
                                                                                                                                                                                        with
                                                                                                                                                                                        a
                                                                                                                                                                                        technical
                                                                                                                                                                                        staff
                                                                                                                                                                                        having
                                                                                                                                                                                        sufficient
                                                                                                                                                                                        knowledge
                                                                                                                                                                                        of
                                                                                                                                                                                        the
                                                                                                                                                                                        Products
                                                                                                                                                                                        and
                                                                                                                                                                                        Services
                                                                                                                                                                                        to
                                                                                                                                                                                        ensure
                                                                                                                                                                                        technical
                                                                                                                                                                                        assistance
                                                                                                                                                                                        and
                                                                                                                                                                                        after-sales
                                                                                                                                                                                        service.




		(b)	AGT
                                                                                                                                                                                        shall
                                                                                                                                                                                        be
                                                                                                                                                                                        responsible
                                                                                                                                                                                        for
                                                                                                                                                                                        servicing
                                                                                                                                                                                        of
                                                                                                                                                                                        the
                                                                                                                                                                                        Products
                                                                                                                                                                                        within
                                                                                                                                                                                        the
                                                                                                                                                                                        Territory
                                                                                                                                                                                        and
                                                                                                                                                                                        for
                                                                                                                                                                                        providing
                                                                                                                                                                                        training
                                                                                                                                                                                        to
                                                                                                                                                                                        its
                                                                                                                                                                                        customers
                                                                                                                                                                                        in
                                                                                                                                                                                        the
                                                                                                                                                                                        use
                                                                                                                                                                                        of
                                                                                                                                                                                        the
                                                                                                                                                                                        Products.




		(c)	AGT
                                                                                                                                                                                        shall
                                                                                                                                                                                        maintain
                                                                                                                                                                                        a
                                                                                                                                                                                        stock
                                                                                                                                                                                        of
                                                                                                                                                                                        the
                                                                                                                                                                                        Products,
                                                                                                                                                                                        the
                                                                                                                                                                                        minimum
                                                                                                                                                                                        quantities
                                                                                                                                                                                        of
                                                                                                                                                                                        which
                                                                                                                                                                                        may
                                                                                                                                                                                        be
                                                                                                                                                                                        established
                                                                                                                                                                                        from
                                                                                                                                                                                        time
                                                                                                                                                                                        to
                                                                                                                                                                                        time
                                                                                                                                                                                        by
                                                                                                                                                                                        AGT
                                                                                                                                                                                        in
                                                                                                                                                                                        accordance
                                                                                                                                                                                        with
                                                                                                                                                                                        the
                                                                                                                                                                                        territory
                                                                                                                                                                                        requirements.





		(d)	Unless
                                                                                                                                                                                        agreed
                                                                                                                                                                                        upon
                                                                                                                                                                                        by
                                                                                                                                                                                        AGT
                                                                                                                                                                                        and
                                                                                                                                                                                        Polarchem
                                                                                                                                                                                        in
                                                                                                                                                                                        writing,
                                                                                                                                                                                        AGT
                                                                                                                                                                                        shall
                                                                                                                                                                                        not
                                                                                                                                                                                        during
                                                                                                                                                                                        the
                                                                                                                                                                                        Term
                                                                                                                                                                                        of
                                                                                                                                                                                        this
                                                                                                                                                                                        Agreement
                                                                                                                                                                                        sell
                                                                                                                                                                                        or
                                                                                                                                                                                        manufacture
                                                                                                                                                                                        any
                                                                                                                                                                                        product
                                                                                                                                                                                        which
                                                                                                                                                                                        is
                                                                                                                                                                                        competitive
                                                                                                                                                                                        with
                                                                                                                                                                                        the
                                                                                                                                                                                        Products.




    	4



    	 



    

The confidential
portions of this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment
request in accordance with Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.


REDACTED PORTIONS
OF THIS EXHIBIT ARE MARKED BY AN ***.



		(e)	AGT
                                                                                                                                                                                        shall
                                                                                                                                                                                        forward
                                                                                                                                                                                        to
                                                                                                                                                                                        Polarchem
                                                                                                                                                                                        any
                                                                                                                                                                                        enquiries
                                                                                                                                                                                        for
                                                                                                                                                                                        the
                                                                                                                                                                                        Products
                                                                                                                                                                                        or
                                                                                                                                                                                        Services
                                                                                                                                                                                        received
                                                                                                                                                                                        from
                                                                                                                                                                                        outside
                                                                                                                                                                                        the
                                                                                                                                                                                        Territory.





		(f)	AGT
                                                                                                                                                                                        shall
                                                                                                                                                                                        not
                                                                                                                                                                                        seek
                                                                                                                                                                                        customers
                                                                                                                                                                                        nor
                                                                                                                                                                                        maintain
                                                                                                                                                                                        any
                                                                                                                                                                                        distribution
                                                                                                                                                                                        facilities
                                                                                                                                                                                        for
                                                                                                                                                                                        the
                                                                                                                                                                                        Products
                                                                                                                                                                                        outside
                                                                                                                                                                                        the
                                                                                                                                                                                        Territory
                                                                                                                                                                                        unless
                                                                                                                                                                                        authorized
                                                                                                                                                                                        by
                                                                                                                                                                                        Polarchem
                                                                                                                                                                                        to
                                                                                                                                                                                        do
                                                                                                                                                                                        so.





		(g)	AGT
                                                                                                                                                                                        and
                                                                                                                                                                                        Polarchem
                                                                                                                                                                                        will
                                                                                                                                                                                        negotiate
                                                                                                                                                                                        in
                                                                                                                                                                                        good
                                                                                                                                                                                        faith
                                                                                                                                                                                        to
                                                                                                                                                                                        cooperate
                                                                                                                                                                                        in
                                                                                                                                                                                        the
                                                                                                                                                                                        marketing
                                                                                                                                                                                        and
                                                                                                                                                                                        sale
                                                                                                                                                                                        of
                                                                                                                                                                                        Products
                                                                                                                                                                                        and
                                                                                                                                                                                        Services
                                                                                                                                                                                        for
                                                                                                                                                                                        use
                                                                                                                                                                                        on
                                                                                                                                                                                        board
                                                                                                                                                                                        ships
                                                                                                                                                                                        including
                                                                                                                                                                                        such
                                                                                                                                                                                        ships
                                                                                                                                                                                        designated
                                                                                                                                                                                        as
                                                                                                                                                                                        Navy,
                                                                                                                                                                                        any
                                                                                                                                                                                        vessel
                                                                                                                                                                                        owned
                                                                                                                                                                                        and
                                                                                                                                                                                        operated
                                                                                                                                                                                        by
                                                                                                                                                                                        the
                                                                                                                                                                                        Government
                                                                                                                                                                                        or
                                                                                                                                                                                        sailing
                                                                                                                                                                                        under
                                                                                                                                                                                        a
                                                                                                                                                                                        national
                                                                                                                                                                                        flag
                                                                                                                                                                                        of
                                                                                                                                                                                        any
                                                                                                                                                                                        country
                                                                                                                                                                                        comprising
                                                                                                                                                                                        part
                                                                                                                                                                                        of
                                                                                                                                                                                        the
                                                                                                                                                                                        Territory.



		12.	DUTIES OF POLARCHEM



 


While this Agreement
remains in force, Polarchem will:


		(a)	sell
                                                                                                                                                                                        to
                                                                                                                                                                                        AGT
                                                                                                                                                                                        all
                                                                                                                                                                                        the
                                                                                                                                                                                        Products
                                                                                                                                                                                        and
                                                                                                                                                                                        Services
                                                                                                                                                                                        ordered
                                                                                                                                                                                        by
                                                                                                                                                                                        AGT
                                                                                                                                                                                        and
                                                                                                                                                                                        fill
                                                                                                                                                                                        with
                                                                                                                                                                                        all
                                                                                                                                                                                        practical
                                                                                                                                                                                        dispatch
                                                                                                                                                                                        orders
                                                                                                                                                                                        for
                                                                                                                                                                                        Products
                                                                                                                                                                                        and
                                                                                                                                                                                        Services
                                                                                                                                                                                        placed
                                                                                                                                                                                        by
                                                                                                                                                                                        AGT;





		(b)	not
                                                                                                                                                                                        sell
                                                                                                                                                                                        the
                                                                                                                                                                                        Products
                                                                                                                                                                                        and
                                                                                                                                                                                        Services
                                                                                                                                                                                        to
                                                                                                                                                                                        any
                                                                                                                                                                                        person
                                                                                                                                                                                        or
                                                                                                                                                                                        entity
                                                                                                                                                                                        in
                                                                                                                                                                                        the
                                                                                                                                                                                        Territory
                                                                                                                                                                                        other
                                                                                                                                                                                        than
                                                                                                                                                                                        AGT;





		(c)	from
                                                                                                                                                                                        time
                                                                                                                                                                                        to
                                                                                                                                                                                        time
                                                                                                                                                                                        make
                                                                                                                                                                                        available
                                                                                                                                                                                        marketing
                                                                                                                                                                                        support
                                                                                                                                                                                        materials
                                                                                                                                                                                        including
                                                                                                                                                                                        texts
                                                                                                                                                                                        for
                                                                                                                                                                                        sales
                                                                                                                                                                                        literature,
                                                                                                                                                                                        promotional
                                                                                                                                                                                        aids
                                                                                                                                                                                        and
                                                                                                                                                                                        press
                                                                                                                                                                                        releases
                                                                                                                                                                                        to
                                                                                                                                                                                        AGT
                                                                                                                                                                                        and
                                                                                                                                                                                        will
                                                                                                                                                                                        also
                                                                                                                                                                                        provide
                                                                                                                                                                                        texts
                                                                                                                                                                                        for
                                                                                                                                                                                        initial
                                                                                                                                                                                        sales
                                                                                                                                                                                        literature
                                                                                                                                                                                        in
                                                                                                                                                                                        English
                                                                                                                                                                                        and
                                                                                                                                                                                        AGT
                                                                                                                                                                                        will,
                                                                                                                                                                                        at
                                                                                                                                                                                        its
                                                                                                                                                                                        own
                                                                                                                                                                                        expense,
                                                                                                                                                                                        translate,
                                                                                                                                                                                        reproduce
                                                                                                                                                                                        and
                                                                                                                                                                                        distribute
                                                                                                                                                                                        the
                                                                                                                                                                                        literature,
                                                                                                                                                                                        aids
                                                                                                                                                                                        and
                                                                                                                                                                                        releases
                                                                                                                                                                                        as
                                                                                                                                                                                        it
                                                                                                                                                                                        considers
                                                                                                                                                                                        necessary
                                                                                                                                                                                        for
                                                                                                                                                                                        use
                                                                                                                                                                                        in
                                                                                                                                                                                        the
                                                                                                                                                                                        Territory;





		(d)	furnish
                                                                                                                                                                                        to
                                                                                                                                                                                        AGT,
                                                                                                                                                                                        upon
                                                                                                                                                                                        request
                                                                                                                                                                                        and
                                                                                                                                                                                        at
                                                                                                                                                                                        no
                                                                                                                                                                                        charge,
                                                                                                                                                                                        such
                                                                                                                                                                                        drawings,
                                                                                                                                                                                        manuals,
                                                                                                                                                                                        spare
                                                                                                                                                                                        parts
                                                                                                                                                                                        lists,
                                                                                                                                                                                        servicing
                                                                                                                                                                                        documentation,
                                                                                                                                                                                        test
                                                                                                                                                                                        programs
                                                                                                                                                                                        with
                                                                                                                                                                                        documentation,
                                                                                                                                                                                        shipping
                                                                                                                                                                                        and
                                                                                                                                                                                        packaging
                                                                                                                                                                                        specifications
                                                                                                                                                                                        and
                                                                                                                                                                                        instructions
                                                                                                                                                                                        and
                                                                                                                                                                                        any
                                                                                                                                                                                        other
                                                                                                                                                                                        documents
                                                                                                                                                                                        in
                                                                                                                                                                                        such
                                                                                                                                                                                        quantities
                                                                                                                                                                                        and
                                                                                                                                                                                        form
                                                                                                                                                                                        as
                                                                                                                                                                                        are
                                                                                                                                                                                        normally
                                                                                                                                                                                        furnished
                                                                                                                                                                                        by
                                                                                                                                                                                        Polarchem
                                                                                                                                                                                        to
                                                                                                                                                                                        its
                                                                                                                                                                                        product
                                                                                                                                                                                        distributors;





		(e)	provide
                                                                                                                                                                                        sufficient
                                                                                                                                                                                        product
                                                                                                                                                                                        support
                                                                                                                                                                                        documentation
                                                                                                                                                                                        to
                                                                                                                                                                                        enable
                                                                                                                                                                                        AGT
                                                                                                                                                                                        to
                                                                                                                                                                                        provide
                                                                                                                                                                                        maintenance
                                                                                                                                                                                        and
                                                                                                                                                                                        service
                                                                                                                                                                                        for
                                                                                                                                                                                        purchasers
                                                                                                                                                                                        of
                                                                                                                                                                                        the
                                                                                                                                                                                        Products;




    	5



    	 



    
The confidential
portions of this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment
request in accordance with Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.


REDACTED PORTIONS
OF THIS EXHIBIT ARE MARKED BY AN ***.



		(f)	furnish
                                                                                                                                                                                        to
                                                                                                                                                                                        AGT,
                                                                                                                                                                                        upon
                                                                                                                                                                                        request,
                                                                                                                                                                                        maintenance
                                                                                                                                                                                        and
                                                                                                                                                                                        engineering
                                                                                                                                                                                        support
                                                                                                                                                                                        for
                                                                                                                                                                                        the
                                                                                                                                                                                        Products
                                                                                                                                                                                        and
                                                                                                                                                                                        Services,
                                                                                                                                                                                        including
                                                                                                                                                                                        demonstrations,
                                                                                                                                                                                        proposals,
                                                                                                                                                                                        tenders
                                                                                                                                                                                        and
                                                                                                                                                                                        after-sales
                                                                                                                                                                                        customer
                                                                                                                                                                                        support
                                                                                                                                                                                        and
                                                                                                                                                                                        consultation
                                                                                                                                                                                        services
                                                                                                                                                                                        (including
                                                                                                                                                                                        systems
                                                                                                                                                                                        configuration,
                                                                                                                                                                                        installation,
                                                                                                                                                                                        technical
                                                                                                                                                                                        assistance
                                                                                                                                                                                        and
                                                                                                                                                                                        project
                                                                                                                                                                                        management
                                                                                                                                                                                        services),
                                                                                                                                                                                        and
                                                                                                                                                                                        will
                                                                                                                                                                                        invoice
                                                                                                                                                                                        AGT
                                                                                                                                                                                        for
                                                                                                                                                                                        such
                                                                                                                                                                                        services
                                                                                                                                                                                        at
                                                                                                                                                                                        an
                                                                                                                                                                                        agreed
                                                                                                                                                                                        daily
                                                                                                                                                                                        rate
                                                                                                                                                                                        at
                                                                                                                                                                                        either
                                                                                                                                                                                        the
                                                                                                                                                                                        end
                                                                                                                                                                                        of
                                                                                                                                                                                        each
                                                                                                                                                                                        work
                                                                                                                                                                                        package
                                                                                                                                                                                        or
                                                                                                                                                                                        calendar
                                                                                                                                                                                        month,
                                                                                                                                                                                        as
                                                                                                                                                                                        agreed
                                                                                                                                                                                        upon
                                                                                                                                                                                        by
                                                                                                                                                                                        the
                                                                                                                                                                                        parties;
                                                                                                                                                                                        and





		(g)	Polarchem
                                                                                                                                                                                        will
                                                                                                                                                                                        forward
                                                                                                                                                                                        to
                                                                                                                                                                                        AGT
                                                                                                                                                                                        all
                                                                                                                                                                                        enquiries
                                                                                                                                                                                        received
                                                                                                                                                                                        from
                                                                                                                                                                                        AGT’s
                                                                                                                                                                                        Territory.



		13.	PRODUCT CHANGES





 





Polarchem reserves
the right, without prior approval from or notice to AGT, to make changes to the Products and Services:


		(a)	which
                                                                                                                                                                                        do
                                                                                                                                                                                        not
                                                                                                                                                                                        affect
                                                                                                                                                                                        physical
                                                                                                                                                                                        or
                                                                                                                                                                                        functional
                                                                                                                                                                                        interchangeability
                                                                                                                                                                                        or
                                                                                                                                                                                        performance
                                                                                                                                                                                        at
                                                                                                                                                                                        a
                                                                                                                                                                                        higher
                                                                                                                                                                                        level
                                                                                                                                                                                        of
                                                                                                                                                                                        assembly;





		(b)	when
                                                                                                                                                                                        required
                                                                                                                                                                                        for
                                                                                                                                                                                        safety
                                                                                                                                                                                        purposes;
                                                                                                                                                                                        or





		(c)	to
                                                                                                                                                                                        meet
                                                                                                                                                                                        present
                                                                                                                                                                                        or
                                                                                                                                                                                        future
                                                                                                                                                                                        product
                                                                                                                                                                                        specifications
                                                                                                                                                                                        of
                                                                                                                                                                                        Polarchem.



		14.	STANDARD CONDITIONS
OF SALE



 


In purchasing
the Products from Polarchem, AGT shall be bound by Polarchem’s standard conditions of sale in force from time to time and
AGT shall not make or give any promises, representations, warranties or guarantees with reference to the Products except such
as are consistent with this Agreement or as expressly authorized by Polarchem in writing. In the event of any conflict or ambiguity
arising out of a comparison of this Agreement and Polarchem’s standard conditions of sale, the provisions of this Agreement
shall prevail.


		15.	CONFIDENTIALITY



 


AGT and
PC shall not at any time during the continuance of this Agreement or following its termination disclose to any other person, firm
or company except as required by law any confidential information in relation to the affairs or business or method of carrying
on business of the other which comes into its possession as a result of this Agreement so long as such information as a whole
or any part thereof remains secret and is not published or made available to AGT or Polarchem from sources entitled to make such
disclosure. For the purposes of this paragraph, information includes but is not limited to technical drawings, designs, software,
engineering reports, studies, manuals and printed materials.



    	6



    	 



    
The confidential
portions of this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment
request in accordance with Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.


REDACTED PORTIONS
OF THIS EXHIBIT ARE MARKED BY AN ***.


 






AGT will require
its present and future employees, sub-contractors, agents and other commercial partners to sign confidentiality and non-disclosure
agreements to treat all information disclosed by or on behalf of Polarchem as commercially confidential, such agreements to be
in a form acceptable to Polarchem.


 


All drawings,
manuals, documentation and printed materials provided to AGT by Polarchem may be reproduced by AGT, provided that such reproduction
is made solely for the internal use of employees of AGT or by AGT’s customers as may be necessary.


		16.	INDEMNIFICATION



 


Polarchem and
the Polarchem Associates shall indemnify and hold AGT harmless from any claims, demands, liabilities or expenses, including reasonable
attorneys’ fees, directly resulting from any defect with respect to the Products and Services, the negligence or wilful
misconduct of Polarchem or its directors, officers, employees, agents or sub-contractors.


 


AGT shall indemnify,
defend and hold Polarchem and the Polarchem Associates harmless from any claims, demands, liabilities or expenses, including reasonable
attorneys’ fees incurred by Polarchem or the Polarchem Associates as a result of any claim or proceeding against Polarchem
or the Polarchem Associates arising out of or based upon the use of the Products or Services supplied by AGT or arising from the
negligence or wilful misconduct of AGT or its directors, officers, employees, agents or sub-contractors.


		17.	TERMINATION FOR DEFAULT



 


Either party
shall be entitled to terminate this Agreement by notice in writing to the other in the event that such other shall:


		(a)	commit
                                                                                                                                                                                        or
                                                                                                                                                                                        allow
                                                                                                                                                                                        to
                                                                                                                                                                                        be
                                                                                                                                                                                        committed
                                                                                                                                                                                        any
                                                                                                                                                                                        material
                                                                                                                                                                                        breach
                                                                                                                                                                                        of
                                                                                                                                                                                        this
                                                                                                                                                                                        Agreement
                                                                                                                                                                                        PROVIDED
                                                                                                                                                                                        THAT
                                                                                                                                                                                        in
                                                                                                                                                                                        the
                                                                                                                                                                                        case
                                                                                                                                                                                        of
                                                                                                                                                                                        a
                                                                                                                                                                                        breach
                                                                                                                                                                                        capable
                                                                                                                                                                                        of
                                                                                                                                                                                        being
                                                                                                                                                                                        remedied,
                                                                                                                                                                                        if
                                                                                                                                                                                        the
                                                                                                                                                                                        party
                                                                                                                                                                                        in
                                                                                                                                                                                        default
                                                                                                                                                                                        shall
                                                                                                                                                                                        remedy
                                                                                                                                                                                        such
                                                                                                                                                                                        breach
                                                                                                                                                                                        within
                                                                                                                                                                                        60
                                                                                                                                                                                        days
                                                                                                                                                                                        after
                                                                                                                                                                                        receipt
                                                                                                                                                                                        of
                                                                                                                                                                                        the
                                                                                                                                                                                        written
                                                                                                                                                                                        notice
                                                                                                                                                                                        of
                                                                                                                                                                                        termination,
                                                                                                                                                                                        such
                                                                                                                                                                                        notice
                                                                                                                                                                                        shall
                                                                                                                                                                                        be
                                                                                                                                                                                        deemed
                                                                                                                                                                                        to
                                                                                                                                                                                        be
                                                                                                                                                                                        void
                                                                                                                                                                                        and
                                                                                                                                                                                        of
                                                                                                                                                                                        no
                                                                                                                                                                                        effect;




		(b)	commit
                                                                                                                                                                                        an
                                                                                                                                                                                        act
                                                                                                                                                                                        of
                                                                                                                                                                                        bankruptcy
                                                                                                                                                                                        or
                                                                                                                                                                                        enter
                                                                                                                                                                                        into
                                                                                                                                                                                        liquidation
                                                                                                                                                                                        whether
                                                                                                                                                                                        compulsory
                                                                                                                                                                                        or
                                                                                                                                                                                        voluntary
                                                                                                                                                                                        (other
                                                                                                                                                                                        than
                                                                                                                                                                                        voluntary
                                                                                                                                                                                        liquidation
                                                                                                                                                                                        for
                                                                                                                                                                                        the
                                                                                                                                                                                        purpose
                                                                                                                                                                                        of
                                                                                                                                                                                        amalgamation
                                                                                                                                                                                        or
                                                                                                                                                                                        reorganization);





		(c)	have
                                                                                                                                                                                        a
                                                                                                                                                                                        receiver
                                                                                                                                                                                        appointed
                                                                                                                                                                                        of
                                                                                                                                                                                        all
                                                                                                                                                                                        or
                                                                                                                                                                                        any
                                                                                                                                                                                        part
                                                                                                                                                                                        of
                                                                                                                                                                                        its
                                                                                                                                                                                        assets
                                                                                                                                                                                        or
                                                                                                                                                                                        undertaking.






    	7



    	 



    

The confidential
portions of this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment
request in accordance with Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.


REDACTED PORTIONS
OF THIS EXHIBIT ARE MARKED BY AN ***.





		18.	TERMINATION



 


If at any given
time one of the parties wished to voluntarily terminate this Agreement, it may do so only with the full and absolute agreement
in writing of all parties, which agreement may be arbitrarily withheld.


		19.	FURTHER RIGHT OF FIRST
REFUSAL



 





The parties
agree that if any present shareholder of Polarchem or his legal heirs or successors desires to sell any interest in Polarchem
or if Polarchem undertakes any sale of assets, reorganization or restructuring of its business, which would result in a change
of control of Polarchem then AGT shall have a right of first refusal to purchase such securities, assets, or business as applicable,
in whole or in part, on the same terms that the seller thereof would have received from an independent third party.


		20.	UNENFORCEABLE PROVISIONS



The
illegality, invalidity or unenforceability of any part of this Agreement shall not affect the legality or validity of the remainder
of the Agreement.


		21.	MODIFICATION



No
modification or amendment of this Agreement shall be binding unless in writing signed by all parties.


		22.	NON-ASSIGNABILITY



 


This Agreement
shall not be assignable either in whole or in part by any party without prior written consent of the other party.


		23.	WAIVERS



 


The failure
on the part of any party to exercise or enforce any right conferred upon it by this Agreement shall not be deemed to be a waiver
of any such right to operate so as to bar the exercise of enforcement thereof at any time or times thereafter.


		24.	NOTICES



 


Any notice or
other document to be given hereunder shall be given by one party to the other by sending the same by air mail post or commercial
registered mail to the appropriate business address given above or to such other address as any party may communicate to the other
parties from time to time.



    	8



    	 



    

The confidential
portions of this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment
request in accordance with Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.


REDACTED PORTIONS
OF THIS EXHIBIT ARE MARKED BY AN ***.





		25.	GOVERNING LAW AND ARBITRATION



 


This Agreement
shall be governed by and construed and interpreted in accordance with the laws of Arizona and any dispute arising shall be finally
settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed
in accordance with such rules but the parties agree that Arizona shall have exclusive jurisdiction to entertain and determine
all disputes, claims and arbitration whether for specific performance, injunction, declaration or otherwise howsoever both at
law and in equity, arising out of or in any way connected with the construction, breach, alleged, threatened or anticipated breach
of this Agreement and the parties agree to such jurisdiction to hear and determine all questions as to the validity, existence
or enforceability thereof. 


		26.	ENTIRE AGREEMENT



 


Save for any
supplementary agreements, this Agreement embodies the entire understanding between the parties on the subject matter and all or
any prior agreements relating thereto are hereby cancelled. This Agreement shall be binding upon and enure
to the benefit of the parties and their respective successors and permitted assigns.


		27.	COMPETITION BY EXISTING
MANUFACTURERS



 








Polarchem agrees
to secure, within 60 days of signing this Agreement, formal letters from KUBO and Majestic Polymers Limited confirming that they
will not compete with AGT or sell or manufacture the Products in Territory or provide the Services within the Territory and Polarchem
confirms that no other manufacturers associated with Polarchem exist that AGT would require protection from.


		28.	COUNTERPARTS



 


This Agreement
may be executed in counterparts and the counterparts together shall constitute one and the same instrument, and any facsimile
or scanned and emailed signature shall be taken as an original.


		29.	JOINT AND SEVERAL



 





The obligations
of the entities comprising Polarchem and the obligations of the Polarchem Associates hereunder are both joint and several.


 


AS WITNESS the
hands of the duly authorized representatives of the parties the day and year first above written.


 


	POLARCHEM ASSOCIATED
    LIMITED

    by its authorized signatory(ies):

    

    /s/ David H. Idwal Jones

    

	AMERICA
    GREENER TECHNOLOGIES CORPORATION

    by its authorized signatory(ies):

    

    /s/ Michael Boyko 2/12/2014


Michael Boyko,
President & CEO 



    	9



    	 



    

The confidential
portions of this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment
request in accordance with Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.


REDACTED PORTIONS
OF THIS EXHIBIT ARE MARKED BY AN ***.


 





	

SIGNED, SEALED AND DELIVERED by ULF TORE WALDEN in the presence of:



/s/ Jacques Chomick

Signature



Chomick, Jacques

Name



______________________________________________________

Address

______________________________________________________

Occupation	)

    )
 )
 )
 )
 )
 )
 )
 )
 )
 )
 )
 )
 )	

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                /s/ Ulf Tore
                                                                                                                Walden

        ULF
        TORE WALDEN



 




	SIGNED, SEALED AND DELIVERED
by DAVID H. IDWAL JONES in the presence of:



/s/ R. Griffiths

Signature



R. Griffiths

Name

______________________________________________________

Address



______________________________________________________

Occupation	)

    )
 )
 )
 )
 )
 )
 )
 )
 )
 )
 )
 )
 )	

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                /s/ David H.
                                                                                                                Idwal Jones

        DAVID
        H. IDWAL JONES






    	10



    	 



    

The confidential
portions of this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment
request in accordance with Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.


REDACTED PORTIONS
OF THIS EXHIBIT ARE MARKED BY AN ***.


 





	

SIGNED, SEALED AND DELIVERED
    by GEORGES BERBERAT in the presence of:

    

    /s/ Yves Gut

    Signature

    

    Yves Gut

    Name

    

    ______________________________________________________

    Address

    

    ______________________________________________________

    Occupation	)

    )
 )
 )
 )
 )
 )
 )
 )
 )
 )
 )
 )
 )	

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                

                                                                                                                /s/ Georges
                                                                                                                Berberat

        GEORGES
        BERBERAT





    	11



    	 



    

The confidential
portions of this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment
request in accordance with Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.


REDACTED PORTIONS
OF THIS EXHIBIT ARE MARKED BY AN ***.



 


SCHEDULE A


 


PRODUCTS AND
SERVICES


 


The products
covered by this Agreement are chemical compositions for combustion efficiency currently marketed by POLARCHEM under the trademark


 


“POLARCHEM”.


 


Further products
will be included in the above definition by agreement in writing between the parties. 


 


The services
covered by this Agreement include: 


As
outlined in the body of this Agreement under section 12 Duties of Polarchem


 


End of Document.



    	12