**______****Settlement Agreement****By and between****Brian Holden****and****Biomass Secure Power Inc.****______****Dated August 10, 2010****______**

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         Settlement Agreement, datedthis 10th day of August 2010, by and between Brian Holden, 7833Turtle Cove Avenue, Las Vegas Nevada 89128, (”Holden”) and Biomass Secure PowerInc., 40218 Wellsline Road. Abbotsford, BC V3G 2K7, Canada (“Biomass”), eachhereinafter referred to as a “Party,”and collectively as the “Parties.”______         Whereas, certain disputes have arisen betweenthe Parties, and

         Whereas, the Parties now wish in good faithto make a final settlements of all disputes to date, and

         Whereas, Michelle Snook, wife of Holdencurrently owns One Million (1,000,000) shares of the Common Stock of Biomass(the “Snook Shares”), and 

         Whereas, Holden currently owns approximatelyFive Million, Eight Hundred Thousand (5,800,000) shares of the Common Stock ofBiomass, more or less, (the “Holden Shares”), 

         Now, Therefore, for a valuable consideration,the receipt and adequacy of which are hereby acknowledged, the Parties agree asfollows: 

**Article I****Exchange of Securities**

         Section 1.1. Holden Shares. Uponsigning of this Agreement, Biomass will order Computershare Trust Company ofCanada, Inc., transfer agent for Biomass, to lift any restrictions on FourMillion (4,000,000) of the Holden Shares and Biomass will take any and all suchaction as is necessary for Holden to sell such Holden shares withoutrestriction, and refrain from taking any action which would inhibit orinterfere in any with Holden's ownership and sale of such Holden Shares.Biomass will send Holden a copy of such instructions to the transfer agent. 

         When Holden receives the copy of suchinstruction, he shall immediately send such 4,000,000 Holden shares to thetransfer agent and take all necessary steps to have any restriction lifted onsuch shares. 

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         Section 1.2. Snook and Holden Shares forBiomass. When Holden confirms with said transfer agent that allrestrictions on 4,000,000 of the Holden Shares have been lifted, he willpromptly cause to be conveyed and delivered to Biomass the Snook shares andanother One Million, Eight Hundred Thousand (1,800,000) of the Holden Shareswith executed stock powers for the Snook Shares and said 1,800,000 HoldenShares and any other necessary documentation necessary to transfer the SnookShares and 1,800,000 Holden Shares to Biomass free and clear of any liens andencumbrances. 

**Article II****No Derogatory Statements**

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         Section 2.1.****DerogatoryStatements. The Parties hereby agree not to make any further derogatorystatements regarding the other Party and his or its past conduct or condition.The Parties agree to withdraw, insofar as is reasonably practicable, all suchprevious statements. 

**Article III****General Release**

Section 3.1. Mutual General Release. TheParties hereby release and forever discharge the "Releasees"hereunder, consisting of Holden and Biomass, and each of their partners,subsidiaries, associates, affiliates, successors, heirs, assigns, agents,directors, officers, employees, representatives, lawyers, insurers, and allpersons acting by, through, under or in concert with them, or any of them, ofand from any and all manner of action or actions, cause or causes of action, inlaw or in equity, suits, debts, liens, contracts, agreements, promises,liability, claims, demands, damages, losses, costs, attorneys' fees orexpenses, of any nature whatsoever, known or unknown, fixed or contingent(hereinafter called "Claims"), which the undersigned now has or mayhereafter have against the Releasees, or any of them, by reason of any matter,cause, or thing whatsoever from the beginning of time to the date hereof. TheClaims released herein include, without limiting the generality of theforegoing, any Claims in any way arising out of, based upon, or related to theemployment or termination of employment of the undersigned by the Releasees, orany of them; any alleged breach of any express or implied contracts; anyalleged torts or other alleged legal rights. 

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THE UNDERSIGNED ACKNOWLEDGES THAT HE HASBEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF RELEVANTLAW, WHICH PROVIDES GENERALLY AS FOLLOWS:

A GENERAL RELEASE DOES NOT EXTEND TOCLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THEIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLYAFFECTED HIS SETTLEMENT WITH THE DEBTOR.

THE UNDERSIGNED, BEING AWARE OF SAIDLAW, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL ASUNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.

THE UNDERSIGNED IS HEREBY ADVISED THATHE OR IT HAS THE RIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS RELEASE;

The undersigned represents and warrantsthat there has been no assignment or other transfer of any interest in anyClaim which he may have against Releasees, or any of them, and the undersignedagrees to indemnify and hold Releasees, and each of them, harmless from anyliability, Claims, demands, damages, costs, expenses and attorneys' fees incurredby Releasees, or any of them, as the result of any such assignment or transferor any rights or Claims under any such assignment or transfer. It is theintention of the parties that this indemnity does not require payment as acondition precedent to recovery by the Releasees against the undersigned underthis indemnity.

The undersigned agrees that if hehereafter commences any suit arising out of, based upon, or relating to any ofthe Claims released hereunder or in any manner asserts against Releasees, orany of them, any of the Claims released hereunder, then the undersigned agreesto pay to Releasees, and each of them, in addition to any other damages causedto Releasees thereby, all attorneys' fees incurred by Releasees in defending orotherwise responding to said suit or Claim. 

The undersigned further understands andagrees that neither the payment of any sum of money nor the execution of thisRelease shall constitute or be construed as an admission of any liabilitywhatsoever by the Releasees, or any of them, who have consistently taken theposition that they have no liability whatsoever to the undersigned.

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**Article IV****Amendments and Notices**

         Section4.1. Amendments in Writing. No amendment or addition to this Agreementshall be effective unless agreed to in writing by the Parties. All amendmentsor additions will be executed in the form of an Addendum to this Agreementconstituting an integral part thereof. 

         Section4.2. Notices. All notices or requests in connection with this Agreementshall be in writing. Such notices may be sent by verified facsimiletransmission followed by registered or certified mail, or by registered orcertified mail. 

         Section4.3. Addresses. For all official correspondence the Parties shall usethe addresses, phone and fax numbers of each other stipulated in thisAgreement. The Parties must promptly inform each other about all changes intheir addresses and telecommunication numbers.

**Article V****Miscellaneous**

         Section5.1.  Waiver. The waiver by a Party of a breach of any provision of thisAgreement by the other shall not operate or be construed as a waiver of anysubsequent breach by a Party. All waivers must be express, in writing, andsigned. All waivers will be strictly construed.

         Section5.2. Rights and Obligations.  The rights and obligations of a Partyunder this Agreement shall inure to the benefit of and shall be binding upon aParty's employees, directors, officers, agents, affiliates, associates,successors and assigns.

         Section5.3. Jurisdiction. The Parties agree that the jurisdiction of thisAgreement is in the State of Florida, United States of America. 

         Section5.4. Disputes. Disputes under this Agreement shall be submitted tobinding arbitration by the American Arbitration Association in Tampa, Floridain English. A Party shall be entitled to enforce any of the provisions of thisAgreement by court order without posting bond. 

         Section5.5. Modifications. All waivers or modifications of this Agreement mustbe in writing and signed by all Parties.

         Section5.8. Further Assurances. The Parties will execute such further documentsand action necessary or appropriate to carry out the purposes of thisAgreement.

         Section5.9. Integration.  This Agreement replaces all written or oral prioragreements about the subject matter between the Parties.

         INWITNESS WHEREOF, the Parties hereto, by their respective officers dulyauthorized, have caused this Agreement to be duly executed and delivered as ofthe date first above written.

/s/Brian Holden                               BrianHolden

BiomassSecure Power, Inc. 

By    /s/ Jim Carroll                                 JimCarroll, CEO

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