Unassociated Document


     

    CONSULTING
AGREEMENT

     

    THIS
AGREEMENT is dated for reference the 26th day of
March 2010.

     

    BETWEEN:

     

    Clenergen
Corporation., a body corporate with offices at

    
      5379
Lyons Road

      Suite
301

      Coconut
Creek, FL. 33073

      USA

       

      (the
“Company”)

    

     

    AND:

    
       

      Sanilkumar
Madhavikutty Bhaskaran Nair,   with an address
at

      #440-1,
Sruthi, Vara
291                                                                                                            

      Vattiyoorkadu-PO          

      Trivandrum                

      Kerala
695013  

      India

       

      (the
“Contractor”)

    

     

    WHEREAS:

     

    A.                      The
Company desires to retain the Contractor to provide Consulting Services (the
“Services”), in regards
to the Company’s management and operations, and

     

    B.                      The
Contractor has agreed to provide the Services to the Company on the terms and
conditions of this Agreement.

     

    NOW THEREFORE THIS AGREEMENT WITNESSES
that in consideration of the mutual covenants and promises set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged by each, the parties hereto agree as
follows:

     

    ARTICLE 1

    APPOINTMENT
AND AUTHORITY OF CONTRACTOR

     

    1.1                      Appointment of
Contractor.  The Company hereby appoints the Contractor to
perform the Services for the benefit of the Company as hereinafter set forth,
and the Company hereby authorizes the Contractor to exercise such powers as
provided under this Agreement.  The Contractor accepts such
appointment on the terms and conditions herein set forth.

     

    1.2                      Performance of
Services.  The Services hereunder have been and shall continue
to be provided on the basis of the following terms and conditions:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (a)

            	
              the
      Contractor shall report directly to the Chief Executive Officer and/or
      President of the Company;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Contractor shall faithfully, honestly and diligently serve the Company and
      cooperate with the Company and utilize maximum professional skill and care
      to ensure that all services rendered hereunder, including the Services,
      are to the satisfaction of the Company, acting reasonably, and the
      Contractor shall provide any other services not specifically mentioned
      herein, but which by reason of the Contractor's capability the Contractor
      knows or ought to know to be necessary to ensure that the best interests
      of the Company are maintained; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Company shall report the results of the Contractor's duties hereunder as
      may be requested by the Company from time to
  time.

            


    

     

    1.3                      Authority of
Contractor.  The Contractor shall have no right or authority,
express or implied, to commit or otherwise obligate the Company in any manner
whatsoever except to the extent specifically provided herein or specifically
authorized in writing by the Company.

     

    1.4                      Independent
Contractor.  In performing the Services, the Contractor shall
be an independent contractor and not an employee or agent of the Company, except
that the Contractor shall be the agent of the Company solely in circumstances
where the Contractor must be the agent to carry out its obligations as set forth
in this Agreement.  Nothing in this Agreement shall be deemed to
require the Contractor to provide the Services exclusively to the Company and
the Contractor hereby acknowledges that the Company is not required and shall
not be required to make any remittances and payments required of employers by
statute on the Contractor's behalf and the Contractor or any of its agents shall
not be entitled to the fringe benefits provided by the Company to its
employees.

     

    ARTICLE 2

    CONTRACTOR'S
AGREEMENTS

     

    2.1                      Regulatory
Compliance.  The Contractor agrees to comply with all
applicable securities legislation and regulatory policies in relation to
providing the Services, including but not limited to United States securities
laws (in particular, Regulation FD) and the policies of the United States
Securities and Exchange Commission.

     

    2.2                      Prohibition Against Insider
Trading.  The Contractor hereby acknowledges that the
Contractor is aware, and further agrees that the Contractor will advise those of
its directors, officers, employees and agents who may have access to
Confidential Information, that United States securities laws prohibit any person
who has material, non-public information about a company from purchasing or
selling securities of such a company or from communicating such information to
any other person under circumstances in which it is reasonably foreseeable that
such person is likely to purchase or sell such securities.

     

    ARTICLE 3

    COMPANY'S
AGREEMENTS

     

    3.1           Compensation
Shares.  The compensation for professional services provided
prior to the date of this agreement and in consideration for future services
provided (as outlined in Schedule A), the Consultant shall be vested
500,000shares of the Company's common stock (the “Compensation
Shares”).

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    3.2           The
Consultant shall be appointed as a Non Executive Director of the Company and be
paid a fixed monthly fee in the amount of £1,000.00 per month commencing as of
April 1st, 2010. Payment of consulting fees will be paid on the 30thth day of
each month commencing April 30, 2010.  In addition to the monthly fee,
all expenses incurred on behalf of Clenergen Corporation will be reimbursed upon
receipt of an expenses report, detailing the expenses incurred. Reimbursement of
expenses will be submitted on the last day of the preceding month and will be
paid within 7 days from receipt of the invoice. In the event that an expense in
excess of $200, it will require pre approval from senior management. The
consultancy agreement precedes all other agreements signed between Clenergen
Corporation and the consultant which are null and void.

     

    3.3                      Lockup
Agreement.   The Contractor and the Company hereby
acknowledge the execution of a Lockup Agreement that shall serve as the terms
and conditions by which the Contractor will manage said Compensation
Shares.

     

    3.4                      Voting of Compensation
Shares.  The Contractor covenants and agrees that, with respect
to the Compensation Shares that it receives, it shall, at all times that it is
the beneficial owner of such shares, vote such shares on all matters coming
before it as a stockholder of the Company in the same manner as the majority of
the board of directors of the Company shall recommend.

     

    3.5                      Information.  Subject
to the terms of this Agreement, including without limitation Article 5 hereof, and provided that the Contractor
agrees that it will not disclose any material non-public information to any
person or entity, the Company shall make available to the Contractor such
information and data and shall permit the Contractor to have access to such
documents as are reasonably necessary to enable it to perform the Services under
this Agreement.  The Company also agrees that it will act reasonably
and promptly in reviewing materials submitted to it from time to time by the
Contractor and inform the Contractor of any material inaccuracies or omissions
in such materials.

     

    ARTICLE 4

    DURATION,
TERMINATION AND DEFAULT

     

    4.1                      Effective
Date.  This Agreement shall become effective as of the date
written above (the “Effective Date”), and shall continue for a period of twelve
months (the “Term”) or until earlier terminated pursuant to the terms of this
Agreement.

     

    4.2                      Termination.  Without
prejudicing any other rights that the Company may have hereunder or at law or in
equity, the Company may terminate this Agreement immediately upon delivery of
written notice to the Contractor if:

     

    
      	
               
      

            	
              (a)

            	
              The
      Contractor breaches section 2.1 of this
      Agreement;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Contractor breaches any other material term of this Agreement and such
      breach is not cured to the reasonable satisfaction of the Company within
      thirty (30) days after written notice describing the breach in reasonable
      detail is delivered to the
Contractor;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Company acting reasonably determines that the Contractor has acted, is
      acting or is likely to act in a manner detrimental to the Company or has
      violated or is likely to violate the confidentiality of any information as
      provided for in this Agreement;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      Contractor is unable or unwilling to perform the Services under this
      Agreement, or

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (e)

            	
              the
      Contractor commits fraud, serious neglect or misconduct in the discharge
      of the Services.

            


    

     

    4.3                      Duties Upon
Termination.  Upon termination of this Agreement for any
reason, the Contractor shall upon receipt of all sums due and owing, promptly
deliver the following in accordance with the directions of the
Company:

     

    
      	
               
      

            	
              (a)

            	
              a
      final accounting, reflecting the balance of expenses incurred on behalf of
      the Company as of the date of termination;
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              all
      documents pertaining to the Company or this Agreement, including but not
      limited to, all books of account, correspondence and contracts, provided
      that the Contractor shall be entitled thereafter to inspect, examine and
      copy all of the documents which it delivers in accordance with this
      provision at all reasonable times upon three (3) days’ notice to the
      Company.

            


    

     

    4.4                      Compensation of Contractor
on Termination.  Upon termination of this Agreement, the
Contractor shall be entitled to receive as its full and sole compensation in
discharge of obligations of the Company to the Contractor under this Agreement
all sums due and payable under this Agreement to the date of termination and the
Contractor shall have no right to receive any further payments; provided,
however, that the Company shall have the right to offset against any payment
owing to the Contractor under this Agreement any damages, liabilities, costs or
expenses suffered by the Company by reason of the fraud, negligence or wilful
act of the Contractor, to the extent such right has not been waived by the
Company.

     

    ARTICLE 5

    CONFIDENTIALITY
AND NON-COMPETITION

     

    5.1                      Maintenance of Confidential
Information.  The Contractor acknowledges that in the course of
its appointment hereunder the Contractor will, either directly or indirectly,
have access to and be entrusted with information (whether oral, written or by
inspection) relating to the Company or its respective affiliates, associates or
customers (the “Confidential Information”).  For the purposes of this
Agreement, “Confidential Information” includes, without limitation, any and all
Developments (as defined herein), trade secrets, inventions, innovations,
techniques, processes, formulas, drawings, designs, products, systems,
creations, improvements, documentation, data, specifications, technical reports,
customer lists, supplier lists, distributor lists, distribution channels and
methods, retailer lists, reseller lists, employee information, financial
information, sales or marketing plans, competitive analysis reports and any
other thing or information whatsoever, whether copyrightable or uncopyrightable
or patentable or unpatentable.  The Contractor acknowledges that the
Confidential Information constitutes a proprietary right, which the Company is
entitled to protect.  Accordingly the Contractor covenants and agrees
that during the Term and thereafter until such time as all the Confidential
Information becomes publicly known and made generally available through no
action or inaction of the Contractor, the Contractor will keep in strict
confidence the Confidential Information and shall not, without prior written
consent of the Company in each instance, disclose, use or otherwise disseminate
the Confidential Information, directly or indirectly, to any third
party.

     

    5.2                      Exceptions. The
general prohibition contained in Section 5.1 against
the unauthorized disclosure, use or dissemination of the Confidential
Information shall not apply in respect of any Confidential Information
that:

     

    
      	
               
      

            	
              (a)

            	
              is
      available to the public generally in the form
  disclosed;

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              becomes
      part of the public domain through no fault of the
    Contractor;

            


    

     

    
      	
               
      

            	
              (c)

            	
              is
      already in the lawful possession of the Contractor at the time of receipt
      of the Confidential Information; or

            


    

     

    
      	
               
      

            	
              (d)

            	
              is
      compelled by applicable law to be disclosed, provided that the Contractor
      gives the Company prompt written notice of such requirement prior to such
      disclosure and provides assistance in obtaining an order protecting the
      Confidential Information from public
disclosure.

            


    

     

    5.3                      Developments.  Any
information, data, work product or any other thing or documentation whatsoever
which the Contractor, either by itself or in conjunction with any third party,
conceives, makes, develops, acquires or acquires knowledge of during the
Contractor’s appointment with the Company or which the Contractor, either by
itself or in conjunction with any third party, shall conceive, make, develop,
acquire or acquire knowledge of (collectively the “Developments”) during the
Term or at any time thereafter during which the Contractor is engaged by the
Company that is related to the business of the Company shall automatically form
part of the Confidential Information and shall become and remain the sole and
exclusive property of the Company.  Accordingly, the Contractor does
hereby irrevocably, exclusively and absolutely assign, transfer and convey to
the Company in perpetuity all worldwide right, title and interest in and to any
and all Developments and other rights of whatsoever nature and kind in or
arising from or pertaining to all such Developments created or produced by the
Contractor during the course of performing this Agreement, including, without
limitation, the right to effect any registration in the world to protect the
foregoing rights.  The Company shall have the sole, absolute and
unlimited right throughout the world, therefore, to protect the Developments by
patent, copyright, industrial design, trademark or otherwise and to make, have
made, use, reconstruct, repair, modify, reproduce, publish, distribute and sell
the Developments, in whole or in part, or combine the Developments with any
other matter, or not use the Developments at all, as the Company sees
fit.

     

    5.4                      Protection of
Developments.  The Contractor does hereby agree that, both
before and after the termination of this Agreement, the Contractor shall perform
such further acts and execute and deliver such further instruments, writings,
documents and assurances (including, without limitation, specific assignments
and other documentation which may be required anywhere in the world to register
evidence of ownership of the rights assigned pursuant hereto) as the Company
shall reasonably require in order to give full effect to the true intent and
purpose of the assignment made under Section 5.3
hereof.  If the Company is for any reason unable, after reasonable
effort, to secure execution by the Contractor on documents needed to effect any
registration or to apply for or prosecute any right or protection relating to
the Developments, the Contractor hereby designates and appoints the Company and
its duly authorized officers and agents as the Contractor’s agent and attorney
to act for and in the Contractor’s behalf and stead to execute and file any such
document and do all other lawfully permitted acts necessary or advisable in the
opinion of the Company to effect such registration or to apply for or prosecute
such right or protection, with the same legal force and effect as if executed by
the Contractor.

     

    5.5                      Remedies.  The
parties to this Agreement recognize that any violation or threatened violation
by the Contractor of any of the provisions contained in this Article 5 will result in immediate and irreparable
damage to the Company and that the Company could not adequately be compensated
for such damage by monetary award alone.  Accordingly, the Contractor
agrees that in the event of any such violation or threatened violation, the
Company shall, in addition to any other remedies available to the Company at law
or in equity, be entitled as a matter of right to apply to such relief by way of
restraining order, temporary or permanent injunction and to such other relief as
any court of competent jurisdiction may deem just and proper.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    5.6                      Reasonable
Restrictions.  The Contractor agrees that all restrictions in
this Article 5 are reasonable and valid, and
all defenses to the strict enforcement thereof by the Company are hereby waived
by the Contractor.

     

    ARTICLE 6

    DEVOTION
TO CONTRACT

     

    6.1                      Devotion to
Contract.  During the term of this Agreement, the Contractor
shall devote sufficient time, attention, and ability to the business of the
Company, and to any associated company, as is reasonably necessary for the
proper performance of the Services pursuant to this
Agreement.  Nothing contained herein shall be deemed to require the
Contractor to devote its exclusive time, attention and ability to the business
of the Company.  During the term of this Agreement, the Contractor
shall, and shall cause each of its agents assigned to performance of the
Services on behalf of the Contractor, to:

     

    
      	
               
      

            	
              (a)

            	
              at
      all times perform the Services faithfully, diligently, to the best of its
      abilities and in the best interests of the
  Company;

            


    

     

    
      	
               
      

            	
              (b)

            	
              devote
      such of its time, labour and attention to the business of the Company as
      is necessary for the proper performance of the Services hereunder;
      and

            


    

     

    
      	
               
      

            	
              (c)

            	
              refrain
      from acting in any manner contrary to the best interests of the Company or
      contrary to the duties of the Contractor as contemplated
      herein.

            


    

     

    6.2                      Other
Activities.  The Contractor shall not be precluded from acting
in a function similar to that contemplated under this Agreement for any other
person, firm or company.

     

    ARTICLE 7

    PRIVATE
PLACEMENT OF COMPENSATION SHARES

     

    7.1                      Documents Required from
Contractor.  The Contractor shall complete, sign and return to
the Company as soon as possible, on request by the Company, such additional
documents, notices and undertakings as may be required by regulatory authorities
and applicable law.

     

    7.2                      Acknowledgements of
Contractor  The Contractor acknowledges and agrees
that:

     

    
      	
               
      

            	
              (a)

            	
              the
      Contractor agrees and acknowledges that none of the Compensation Shares
      have been registered under the Securities Act of 1933 or under any state
      securities or "blue sky" laws of any state of the United States, and,
      unless so registered, may not be offered or sold in the United States or,
      directly or indirectly, to U.S. Persons (as that term is defined in
      Regulation S under the Securities Act of 1933), except in accordance with
      the provisions of Regulation S, pursuant to an effective registration
      statement under the Securities Act of 1933, or pursuant to an exemption
      from, or in a transaction not subject to, the registration requirements of
      the Securities Act of 1933 and in each case only in accordance with
      applicable state securities laws.

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Contractor has not acquired the Compensation Shares as a result of, and
      will not itself engage in, any “directed selling efforts” (as defined in
      Regulation S under the 1933 Act) in the United States in respect of any of
      the Securities which would include any activities undertaken for the
      purpose of, or that could reasonably be expected to have the effect of,
      conditioning the market in the United States for the resale of any of the
      Compensation Shares; provided, however, that the Contractor may sell or
      otherwise dispose of any of the Compensation Shares pursuant to
      registration thereof under the 1933 Act and any applicable state
      securities laws or under an exemption from such registration
      requirements;

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (c)

            	
              the
      Contractor is acquiring the Compensation Shares pursuant to an exemption
      (the “Exemption”) from the registration and prospectus requirements of the
      applicable Canadian securities laws and regulations (the “Legislation”) in
      all Canadian jurisdictions relevant to the issuance, and, as a
      consequence, the Contractor will not be entitled to use most of the civil
      remedies available under such Legislation, including statutory rights of
      rescission and damages;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      Exemption is premised on the basis that the undersigned does not require
      the protection of the Legislation by virtue of the Contractor’s current
      involvement in the Company as a “consultant”, as defined in National
      Instrument 45-106 (“NI 45-106”);

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      Compensation Shares will be subject in the United States to a hold period
      from the date of issuance of the Compensation Shares unless such
      Compensation Shares are registered with the Securities and Exchange
      Commission (“SEC”);

            


    

     

    
      	
               
      

            	
              (f)

            	
              the
      decision to execute this Agreement and purchase the Compensation Shares
      agreed to be purchased hereunder has not been based upon any oral or
      written representation as to fact or otherwise made by or on behalf of the
      Company other than those made by the Company in the information the
      Company has filed with the SEC;

            


    

     

    
      	
               
      

            	
              (g)

            	
              it
      will indemnify and hold harmless the Company and, where applicable, its
      directors, officers, employees, agents, advisors and shareholders from and
      against any and all loss, liability, claim, damage and expense whatsoever
      (including, but not limited to, any and all fees, costs and expenses
      whatsoever reasonably incurred in investigating, preparing or defending
      against any claim, lawsuit, administrative proceeding or investigation
      whether commenced or threatened) arising out of or based upon any
      representation or warranty of the Contractor contained herein or in any
      document furnished by the Contractor to the Company in connection herewith
      being untrue in any material respect or any breach or failure by the
      Contractor to comply with any covenant or agreement made by the Contractor
      to the Company in connection
therewith;

            


    

     

    
      	
               
      

            	
              (h)

            	
              the
      issuance and sale of the Compensation Shares to the Contractor will not be
      completed if it would be unlawful;

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Compensation Shares are not listed on any stock exchange or subject to
      quotation and no representation has been made to the Contractor that the
      Compensation Shares will become listed on any other stock exchange or
      subject to quotation on any other quotation system except that market
      makers are currently making markets in the Company’s common stock on the
      OTC Bulletin Board;

            


    

     

    
      	
               
      

            	
              (j)

            	
              no
      securities commission or similar regulatory authority has reviewed or
      passed on the merits of the Compensation
Shares;

            


    

     

    
      	
               
      

            	
              (k)

            	
              there
      is no government or other insurance covering the Compensation
      Shares;

            


    

     

    
      	
               
      

            	
              (l)

            	
              there
      are risks associated with an investment in the Compensation Shares,
      including the risk that the Contractor could lose all of its
      investment;

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (m)

            	
              the
      Contractor and the Contractor’s advisor(s) have had a reasonable
      opportunity to ask questions of and receive answers from the Company in
      connection with the distribution of the Compensation Shares hereunder, and
      to obtain additional information, to the extent possessed or obtainable
      without unreasonable effort or expense, necessary to verify the accuracy
      of the information about the
Company;

            


    

     

    
      	
               
      

            	
              (n)

            	
              the
      books and records of the Company were available upon reasonable notice for
      inspection, subject to certain confidentiality restrictions, by the
      Contractor during reasonable business hours at its principal place of
      business, and all documents, records and books in connection with the
      distribution of the Compensation Shares hereunder have been made available
      for inspection by the Contractor, the Contractor’s lawyer and/or
      advisor(s);

            


    

     

    
      	
               
      

            	
              (o)

            	
              the
      Company will refuse to register any transfer of the Compensation Shares
      not made in accordance with the provisions of Regulation S, pursuant to an
      effective registration statement under the 1933 Act or pursuant to an
      available exemption from the registration requirements of the 1933
      Act;

            


    

     

    
      	
               
      

            	
              (p)

            	
              the
      statutory and regulatory basis for the exemption claimed for the offer of
      the Compensation Shares, although in technical compliance with Regulation
      S, would not be available if the offering is part of a plan or scheme to
      evade the registration provisions of the 1933 Act;
  and

            


    

     

    
      	
               
      

            	
              (q)

            	
              the
      Contractor has been advised to consult the Contractor’s own legal, tax and
      other advisors with respect to the merits and risks of an investment in
      the Compensation Shares and with respect to applicable resale
      restrictions, and it is solely responsible (and the Company is not in any
      way responsible) for compliance
with:

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      applicable laws of the jurisdiction in which the Contractor is resident in
      connection with the distribution of the Compensation Shares hereunder,
      and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              applicable
      resale restrictions.

            


    

     

    7.3                      Representations, Warranties
and Covenants of the Contractor.  The Contractor hereby
represents and warrants to and covenants with the Company (which
representations, warranties and covenants shall survive the end of the expiry of
the Term or early termination of this Agreement) that:

     

    
      	
               
      

            	
              (a)

            	
              the
      Contractor is not a U.S. Person and is a resident and/or incorprated in
      the country indicated on the first page of this
  Agreement;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Contractor is not acquiring the Compensation Shares for the account or
      benefit of, directly or indirectly, any U.S.
  Person;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      sale of the Compensation Shares to the Contractor as contemplated in this
      Agreement complies with or is exempt from the applicable securities
      legislation of the jurisdiction of residence of the
      Contractor;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      Contractor is acquiring the Compensation Shares for investment only and
      not with a view to resale or distribution and, in particular, it has no
      intention to distribute either directly or indirectly any of the
      Compensation Shares in the United States or to U.S.
    Persons;

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (e)

            	
              the
      Contractor is outside the United States when receiving and executing this
      Agreement and is acquiring the Compensation Shares as principal for the
      Contractor’s own account, for investment purposes only, and not with a
      view to, or for, resale, distribution or fractionalisation thereof, in
      whole or in part, and no other person has a direct or indirect beneficial
      interest in such Compensation
Shares;

            


    

     

    
      	
               
      

            	
              (f)

            	
              the
      entering into of this Agreement and the transactions contemplated hereby
      have been duly authorized by all necessary corporate action on the part of
      the Contractor;

            


    

     

    
      	
               
      

            	
              (g)

            	
              the
      entering into of this Agreement and the transactions contemplated thereby
      will not result in the violation of any of the terms and provisions of any
      law applicable to the Contractor, or of any agreement, written or oral, to
      which the Contractor may be a party or by which the Contractor is or may
      be bound;

            


    

     

    
      	
               
      

            	
              (h)

            	
              the
      Contractor has duly executed and delivered this Agreement and it
      constitutes a valid and binding agreement of the Contractor enforceable
      against the Contractor in accordance with its
  terms;

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Contractor has the requisite knowledge and experience in financial and
      business matters as to be capable of evaluating the merits and risks of
      the prospective investment in the Compensation Shares and the
      Company;

            


    

     

    
      	
               
      

            	
              (j)

            	
              the
      Contractor is not an underwriter of, or dealer in, the common shares of
      the Company, nor is the Contractor participating, pursuant to a
      contractual agreement or otherwise, in the distribution of the
      Compensation Shares;

            


    

     

    
      	
               
      

            	
              (k)

            	
              the
      Contractor is not aware of any advertisement of pertaining to the Company
      or any of the Compensation Shares;
and

            


    

     

    
      	
               
      

            	
              (l)

            	
              no
      person has made to the Contractor any written or oral
      representations:

            


    

     

    
      	
               
      

            	
              (i)

            	
              that
      any person will resell or repurchase any of the Compensation
      Shares;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              that
      any person will refund the purchase price of any of the Compensation
      Shares;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              as
      to the future price or value of any of the Compensation Shares;
      or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              that
      any of the Compensation Shares will be listed and posted for trading on
      any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Compensation Shares
      of the Company on any stock exchange or automated dealer quotation system,
      except that currently certain market makers make market in the common
      shares of the Company on the OTC Bulletin
Board.

            


    

     

    7.4                      Legending of Compensation
Shares.  The Contractor hereby acknowledges that upon the
issuance thereof, and until such time as the same is no longer required under
the applicable securities laws and regulations, the certificates representing
any of the Compensation Shares will bear a legend in substantially the following
form:

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    THE
SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A
PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933
ACT").

     

    NONE
OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR
ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR
SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO
U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE
1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS.  IN ADDITION, HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE 1933 ACT.  "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED
BY REGULATION S UNDER THE 1933 ACT.

     

     

    7.5                      The
Contractor hereby acknowledges and agrees to the Company making a notation on
its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Agreement.

     

    ARTICLE 8

    MISCELLANEOUS

     

    8.1                      Notices.  All
notices required or allowed to be given under this Agreement shall be made
either personally by delivery to or by facsimile transmission to the address as
hereinafter set forth or to such other address as may be designated from time to
time by such party in writing:

     

    
      	
               
      

            	
              (a)

            	
              in
      the case of the Company, to:

            


    

     

    Clenergen
Corporation

    5379
Lyons Road        

    Suite
301                  

    Coconut
Creek,
FL.33073                 

    USA

     

    Attention:  Mark
Quinn

     

    
      	
               
      

            	
              (b)

            	
              and
      in the case of the Contractor to:

            


    

    
       

      Sanilkumar
Madhavikutty Bhaskaran Nair

      #440-1.
Sruthi, Vara 291

      Vattiyoorkavu-PO

      Trivandrum,
Kerala 695013 India

    

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    8.2                      Independent Legal
Advice.  The Contractor acknowledges that:

     

    
      	
               
      

            	
              (a)

            	
              this Agreement was
      prepared by the W.L. Macdonald Law Corporation for the
      Company;

            


    

     

    
      	
               
      

            	
              (b)

            	
              W.L.
      Macdonald Law Corporation received instructions from the Company and does
      not represent the Contractor in regards to this
  Agreement;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Contractor has been requested to obtain its own independent legal advice
      on this Agreement prior to signing this
  Agreement;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      Contractor has been given adequate time to obtain independent legal
      advice;

            


    

     

    
      	
               
      

            	
              (e)

            	
              by
      signing this Agreement, the Company confirms that he fully understands
      this Agreement; and

            


    

     

    
      	
               
      

            	
              (f)

            	
              by signing this Agreement without
      first obtaining independent legal advice, the Contractor waives its right
      to obtain independent legal
advice.

            


    

     

    8.3                      Change of
Address.  Any party may, from time to time, change its address
for service hereunder by written notice to the other party in the manner
aforesaid.

     

    8.4                      Entire
Agreement.  As of from the date hereof, any and all previous
agreements, written or oral between the parties hereto or on their behalf
relating to the appointment of the Contractor by the Company are null and
void.  The parties hereto agree that they have expressed herein their
entire understanding and agreement concerning the subject matter of this
Agreement and it is expressly agreed that no implied covenant, condition, term
or reservation or prior representation or warranty shall be read into this
Agreement relating to or concerning the subject matter hereof or any matter or
operation provided for herein.

     

    8.5                      Further
Assurances.  Each party hereto will promptly and duly execute
and deliver to the other party such further documents and assurances and take
such further action as such other party may from time to time reasonably request
in order to more effectively carry out the intent and purpose of this Agreement
and to establish and protect the rights and remedies created or intended to be
created hereby.

     

    8.6                      Waiver.  No
provision hereof shall be deemed waived and no breach excused, unless such
waiver or consent excusing the breach is made in writing and signed by the party
to be charged with such waiver or consent.  A waiver by a party of any
provision of this Agreement shall not be construed as a waiver of a further
breach of the same provision.

     

    8.7                      Amendments in
Writing.  No amendment, modification or rescission of this
Agreement shall be effective unless set forth in writing and signed by the
parties hereto.

     

    8.8                      Assignment.  Except
as herein expressly provided, the respective rights and obligations of the
Contractor and the Company under this Agreement shall not be assignable by
either party without the written consent of the other party and shall, subject
to the foregoing, enure to the benefit of and be binding upon the Contractor and
the Company and their permitted successors or assigns.  Nothing herein
expressed or implied is intended to confer on any person other than the parties
hereto any rights, remedies, obligations or liabilities under or by reason of
this Agreement.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    8.9                      Severability.  In
the event that any provision contained in this Agreement shall be declared
invalid, illegal or unenforceable by a court or other lawful authority of
competent jurisdiction, such provision shall be deemed not to affect or impair
the validity or enforceability of any other provision of this Agreement, which
shall continue to have full force and effect.

     

    8.10                      Headings.  The
headings in this Agreement are inserted for convenience of reference only and
shall not affect the construction or interpretation of this
Agreement.

     

    8.11                      Number and
Gender.  Wherever the singular or masculine or neuter is used
in this Agreement, the same shall be construed as meaning the plural or feminine
or a body politic or corporate and vice versa where the context so
requires.

     

    8.12                      Time.  Time
shall be of the essence of this Agreement. In the event that any day on or
before which any action is required to be taken hereunder is not a business day,
then such action shall be required to be taken at or before the requisite time
on the next succeeding day that is a business day.  For the purposes
of this Agreement, “business day” means a day which is not Saturday or Sunday or
a statutory holiday in Reno, Nevada, U.S.A.

     

    8.13                      Enurement.  This
Agreement is intended to bind and enure to the benefit of the Company, its
successors and assigns, and the Contractor and the personal legal
representatives of the Contractor.

     

    8.14                      Counterparts.  This
Agreement may be executed in several counterparts, each of which will be deemed
to be an original and all of which will together constitute one and the same
instrument.

     

    8.15                      Currency.  Unless
otherwise provided, all dollar amounts referred to in this Agreement are in
lawful money of the United States of America.

     

    8.16                      Electronic
Means.  Delivery of an executed copy of this Agreement by
electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy will be deemed to be execution and delivery
of this Agreement as of the effective date of this Agreement.

     

    8.17                      Proper
Law.  This Agreement will be governed by and construed in
accordance with the law of the State of Nevada.  The parties hereby
attorn to the jurisdiction of the Courts in the State of Nevada.

     

    IN WITNESS WHEREOF, the parties have
duly executed this Agreement as of the day and year first above
written.

     

    
      
        	

                CLENERGEN
      CORPRATION

              	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	Per: 	
                /s/
      Mark Quinn

              	 	 	
              	 
	 	
                Mark Quinn,
      CEO

              	 	 	
              	 
	 	 	 	 	 	 
	

                /s/ Sanilkumar Madhavikutty
      Bhashran Nair

              	 	 	 	 
	

                 Sanilkumar
      Madhavikutty Bhasharan Nair

              	 	 	 	 
	

                               Non
      Executive Director

              	 	 	 	 


      

    

    
    

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      SCHEDULE A

    

     

    Pursuant
to the Consulting Agreement, the Contractor will perform the following
services:

     

    
      	
               
      

            	
              ·

            	
              Strategy:
      Non-Executive Directors should constructively challenge and contribute to
      the development of strategy.

            


    

    
      	
               
      

            	
              ·

            	
              Performance:
      Non-Executive Directors should scrutinize the performance of management in
      meeting agreed goals and objectives and monitor the reporting of
      performance.

            


    

    
      	
               
      

            	
              ·

            	
              Risk:
      Non-executive Directors should satisfy themselves that financial
      information is accurate and that financial controls and systems of risk
      management are robust and
defensible.

            


    

    
      	
               
      

            	
              ·

            	
              People:
      Non-executive Directors are responsible for determining appropriate levels
      of remuneration of executive directors and have a prime role in
      appointing, and where necessary removing, senior management and in
      succession planning

            


    

    
      	
               
      

            	
              ·

            	
              Provides
      entrepreneurial leadership of the Company within a framework of prudent
      and effective controls which enable risk to be assessed and
      managed.

            


    

    
      	
               
      

            	
              ·

            	
              Set
      the Company’s strategic aims, ensures that the necessary financial and
      human resources are in place for the Company to meet its objectives, and
      reviews management performance.

            


    

    
      	
               
      

            	
              ·

            	
              Set
      the Company’s values and standards and ensures that its obligations to its
      shareholders and others are understood and
met.

            


    

    
      	
               
      

            	
              ·

            	
              Serve
      on one or more of the Board committees including Audit, Nomination and
      Remuneration Committees and set out the terms of reference for each of
      those committees.

            


    

     

    
      
        
        

      

      
        13