Filed by Automated Filing Services Inc. (604) 609-0244 - Clyvia Inc. - Exhibit 10.11






Agreement

Clyvia Technology GmbH 
Friedrich-List-Allee 10 
41944
Wegberg-Wildenrath

and

HII GmbH Industrieanlagen Bau und Beratung 
Falkenstrasse 53,
65812 Bad Soden/Ts

Enter into the following agreement:

	1) 	
      For the countries Egypt, Argentina, Bahrain, Iraq, Iran,
      Jordan, Kuwait, Lebanon, Lybia, Oman, Qatar, Saudi-Arabia, Syria,
      Venezuela and United Arab Emirates HII GmbH shall be the exclusive agent
      to represent the patent holder and manufacturer in the selling of
      decentralized systems for the fractional depolymerization of plastics and
      waste oil.

	 	 
	2) 	
      The term for the exclusive distribution right shall be
      five years. The purpose is to try to sell at least 2 (two) systems per
      year and at least 15 (fifteen) systems of the Clyvia 500 model (or other
      developed systems) in the above-mentioned countries during the contract
      period. Clyvia Technology GmbH shall offer the Clyvia 500 system (capacity
      500 kg/h) under this agreement for a total cost of Euro 1,850,000.00 (one
      million eight hundred and fifty thousand Euro) per system (including
      delivery, professional assembly, commissioning and turnkey operation).
      Cost for any larger or smaller systems will be arranged.

	 	 
		
      After the conclusion of the purchase contract, HII GmbH
      shall be responsible for setting up the infrastructure in the countries
      listed under provision (1) and Clyvia Technology GmbH shall be responsible
      for the delivery and professional assembly of the turnkey system
      (complete, i.e. from the scale for weighing the input materials to the
      tanks for the completed product).




	 		                                                                                         
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	3) 	
      During the contract period HII GmbH shall be the sole
      supplier for the exclusive countries. During the duration of the contract
      Clyvia Technology GmbH will comply with the non-competition clause as well
      as commit to absolute non-interference in the marketing affairs of HII
      GmbH.

	 	 
	4) 	
      For the contract duration, Clyvia Technology GmbH commits
      to pursuing obtaining a patent for the systems concerned.

	 	 
	5) 	
      Any spare parts deliveries and/or improvements to old
      systems also fall under this contract.

	 	 
	6) 	
      Any new developments or additional developments as well
      as patents in this area also fall under this contract.

	 	 
	7) 	
      HII GmbH does not have any legal claims to the delivery
      of systems and/ or the execution of purchase contracts with Clyvia
      Technology GmbH, since Clyvia Technology GmbH must first develop
      continuous production capacities and customer service. However, Clyvia
      Technology GmbH does commit to working in service of the contract and to
      make fulfilling its responsibilities towards HII GmbH its main
      priority.

	 	 
		
      This does not affect the responsibility of Clyvia
      Technology GmbH under this contract to making sound and complete offers to
      HII GmbH at its request.

	 	 
	8) 	
      In accordance with all of the listed provisions, this
      contract has a contract duration of five years, from 01/11/2005 until
      31/12/2010.

	 	 
	9) 	
      The contract is automatically extended by an additional
      five years, and under the same conditions, if eight systems are
      successfully sold during the contract period. The contract is extended
      even if Clyvia Technology GmbH is unable to deliver the systems.

	 	 
	10) 	
      The contract shall only come into effect, if by
      31/12/20007 [Initials: Sa] at least 4 (four) systems have
      been sold and the down payments have been received.

	 	 
	11) 	
      If Clyvia Technology GmbH should sell patents and/or
      licenses or if Clyvia Technology GmbH is sold in whole or in part, Clyvia
      Technology GmbH commits to transferring its responsibilities towards HII
      GmbH to the specific purchaser.




	[Initials: Sa] 	[Initials: illegible] 







	12) 	
      Any disputes arising hereunder will be settled only
      before a competent Berlin court of law.

	 	 
	13) 	
      There are no subcontracts to this contract.

	 	 
		
      Any supplements to this contract must be made in writing
      and must be signed by both contractual parties to be effective.

	 	 
	14) 	
      This contract commences with the signing by the parties
      to the contract and is irrevocable and exclusive. Exclusivity also applies
      for HII GmbH, once Clyvia Technology GmbH has manufactured a 500 kg/h
      system and demonstrated its successful operation (from a technical and
      financial aspect, with a yield of at least 500 kg/h diesel, according to
      the DIN standard).

	 	 
	15) 	
      This contract is issued in duplicate. Each party to the
      contract receives a copy signed by the other party to the
  contract.

	 	 
	16) 	
      If one or more provisions of this contract become
      invalid, it shall not affect the validity of the remainder of this
      agreement. The invalid provision in each case shall be replaced by a valid
      provision, which most closely approximates the intended financial purpose
      in the invalid clause.



 

Wegberg, on 08/11/2005

[Signature] [Signature] 
Clyvia Technology GmbH

 

Bad Soden/Ts., on 08/11/2005

[Signature] 

  HII GmbH

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	[Signature] 	 	             
                     [Signature]