ex10.htm


    Larry
Kristof 

    
      

    

     

    
      Contractor
Proposal

      (the
“Agreement”)

       

      


       

       

      1.      Client's
name and address

       

      Mantra Energy
Alternatives Ltd.

      1205 – 207 W.
Hastings St.

      Vancouver,
BC

      V6B
1H7

       

      2.      Background

       

       

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

       

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

       

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

       

       

      3.      Objective

       

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

       

      
        	
                ·  

              	
                The overall
      objective is to establish the technical basis for electro-reduction of
      carbon dioxide to formate via a continuous electrochemical
      reactor.  The details of the process to be undertaken have been
      agreed upon and disclosed in the proposal presented to the Mantra on
      January 28, 2009 (the “Proposal”).

              


      

       

      
         

        4.     
Statement
of Work

         

                
Kemetco Research has agreed to undertake all specific tasks outlined in the
Proposal to achieve the Objective as defined in Section 3 of this Agreement and
in accordance with all terms of this Agreement.

      

       

       

      5.      Effort
and costs

       

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

       

      Estimated Length of
Project:    10 Months

       

      Estimated
Labour:      $203,680

       

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

       

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

       

              
An estimate of the cost of purchases for required materials and expenses is $70,000 (although actual
costs may vary as more information is obtained during the course of the
work).

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      6.
     Deliverables

       

      
        	
                 
      

              	
                Reporting and
      deliverables will be as follows:

              


      

       

      
        	
                ·  

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

              


      

       

      
        
          	
                  ·  

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

                


        

      

       

       

      7.      Schedule


       

      
        	
                ·  

              	
                Start
      date:  April 1, 2009

              


      

       

      
        	
                ·  

              	
                Estimated
      time required to complete the project:  10
  Months

              


      

       

       

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

       

        
Technology is owned 100% by the client.

       

    

     

    9.      Acceptance

     

    
      
        	
                Proposal
      Submitted by:

              	
                Proposal
      Accepted by:

              
	 	 
	 	 
	
                /s/
      Norman Chow

                Norman Chow

              	
                /s/
      Larry Kristof

                Larry Kristof

              
	
                Kemetco
      Research Inc.

                #445 – 5600
      Parkwood Way

                Richmond, BC
      V6V 2M2

                Tel:  (604)
      273-3600

                Fax: (604)
      273-3609

                 

                Date:  January
      29, 2009

              	
                Mantra Energy
      Alternatives Ltd.

                1205 – 207 W.
      Hastings St.

                Vancouver,
      BC  V6B 1H7

                Tel:  (604)
      609-2898

                 

                 

                Date:  January
      29, 2009