Unassociated Document


    STOCK
PURCHASE AGREEMENT

     

    THIS
STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of March ______, 2009, by
and among Frank Towers (“Shareholder 1”) of Catterall Hall Farm, Catterall Lane,
Preston, Lancashire PR3  0PA, United Kingdom of the First Part; and
Neal John Walmsley of 12 Old Lancaster Road, Catterall, Preston
PR3  0HN, United Kingdom (“Shareholder 2”) of the Second Part; and
Eric Royds of 3 Heath Avenue, Halifax HX3 0EA, United Kingdom (“Shareholder 3”)
of the Third Part; and Farzad Zamanian of 5 Hollingwood Rise, Ilkley LS29 9PW,
United Kingdom of the Fourth Part (“Shareholder 4”), (each a “Shareholder” and
together the  “Shareholders”) AND Technology Alternatives Limited, a
Belizean Company formed under the Laws of Belize with registered office situate
at No. 1 NimLiPunit Street, Belmopan, Cayo District, Belize, Central America
(hereinafter called the “Company”) of the Fifth Part AND Global Clean Energy
Holdings, Inc, a Utah Corporation whose registered office is located
at 6033 W. Century Blvd., Suite 895, Los Angeles, CA 90045 (hereinafter
called the “Buyer”) of
the Sixth Part,:

     

    WITNESSETH:

     

    WHEREAS,
the Shareholders represent the 100% issued and outstanding ordinary shares of
the Company (the “Shares”);

     

    WHEREAS,
Buyer desires to purchase from the Shareholders, and the Shareholders desire to
sell to Buyer, all of the Shares, in exchange for Common Stock; and

     

    WHEREAS,
the parties desire to enter into this Agreement to set forth their mutual
agreements concerning the above matters;

     

    NOW,
THEREFORE, in consideration of the mutual promises of the parties hereto, and
for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, it is mutually agreed by and among the parties hereto as
follows:

     

    ARTICLE
1.


     

    SALE AND
TRANSFER OF SHARES; CLOSING

     

    1.1.          Sale of
Shares.  Subject to the terms and conditions of this Agreement,
and in reliance upon the representations, warranties, covenants and agreements
contained herein, at the closing of the transactions contemplated hereby (the
“Closing”), the Shareholders will sell, convey, assign and transfer the Shares
to Buyer, and Buyer will purchase the Shares from the Shareholders based on the
assigned values set out in Appendix 1 attached hereto.  The number of
Shares to be acquired by Buyer from each Shareholder is set forth in
Appendix I attached hereto.  The Shares shall be free and
clear of any claims or Encumbrances (as defined in Section 2.6).

     

    1.2.          Consideration.  In
consideration of the sale, transfer and assignment to Buyer of the Shares, at
the Closing, Buyer shall: (1) issue to the Shareholders shares of Common Stock
from its authorized capital stock in accordance with Appendix 1 attached
hereto.

     


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    


     

    1.3.          The
Closing.  The Closing will take place on
March _______, 2009 (the “Closing Date”) at the offices of Global
Clean Energy Holdings, Inc, at 6033 W. Century Blvd, Suite 895, Los Angeles, CA
90045, at 10:00 a.m. (local time) or at some other place mutually agreed by
the parties herein.  As specified in Appendix 1, the Shareholders will
deliver to Buyer: (1) transfer of share instruments executed by each Shareholder
in registerable form together with the certificates representing the
Shares, duly endorsed (or accompanied by duly executed stock powers), for
transfer of the Shares to Buyer  or its nominee(s);
and (2) on the Closing Date, a certified resolution of the board of
directors of the Company appointing new directors nominated by the Buyer
together with the resignations of existing members of the Company’s board (save
and except for shareholder No. 2 Neal Walmsley).  As specified in
Appendix 1, the Buyer will cause its transfer agent to issue to each Shareholder
the duly registered stock certificate(s) representing their individual stock
holding in the Buyer, (B) the original TCT Title with evidence of paid up
taxes.  All costs and expenses associated with the completion of the
transfer of the Shares to the Buyer, inclusive of Stamp Duties shall be
borne by the Shareholder.  All costs and expenses associated with the
completion of the issue of the Buyer’s Common Stock to the Shareholders shall be
borne by the Buyer. The Shares will be delivered to Buyer’s counsel in Belize,
who will hold the Shares until the official permission to transfer the Shares to
Buyer has been received from the Central Bank of Belize.  Buyer will
deliver to Buyer’s counsel in Belize the stock certificates registered in each
Shareholder’s name within five days of the Closing, which stock certificates
Buyer’s counsel will deliver to Shareholders immediately following the receipt
of the permission of the Central Bank of Belize to the transfer of the
Shares.

     

    ARTICLE
2.

     

    REPRESENTATIONS
AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS

     

    To induce
Buyer to execute, deliver and perform this Agreement, and in acknowledgement of
Buyer’s reliance on the following representations and warranties, the Company
and the Shareholders hereby jointly and severally represent and warrant to
Buyer   as follows, as of the date hereof (in each case except as
otherwise disclosed in the Financial Statements (as defined below) or the notes
thereto):

     

    
      	
              2.1

            	
              Organization;
      Capitalization.  The Company is a corporation duly
      organized, validly existing and in good standing under the laws of Belize,
      with the power and authority to conduct its business as it is now being
      conducted and to own and lease its properties and assets.  The
      authorized share capital of the Company consists of ten thousand (10,000)
      ordinary shares of which ten thousand (10,000) shares are issued and
      outstanding.  The Shareholders are the legal and beneficial
      owners and holders of 100% of the Shares, free and clear of all
      Encumbrances.  No legend or other reference to any purported
      Encumbrances appears upon any certificate representing equity securities
      of the Company.  There are no other shares of the authorized
      share capital of the Company issued or outstanding.  The
      Company’s outstanding share capital has been duly and validly issued and
      is fully paid and non-assessable.  There are not outstanding any
      warrants, options or other rights to acquire any of the Company’s share
      capital.  The Company’s assets do not include any share capital
      of, or any other equity interest in, or securities convertible into or
      exchangeable for any share capital or other equity interest in, any
      person, or any direct or indirect equity or ownership interest in any
      other business.

            


    

     


    
      
         


      

      
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              2.2

            	
              Power and
      Authority.  The Company and the Shareholders have the
      power and authority to execute, deliver, and perform this Agreement and
      the other agreements and instruments to be executed and delivered by them
      in connection with the transactions contemplated hereby, and the Company
      and the Shareholders have taken all necessary action to authorize the
      execution and delivery of this Agreement and such other agreements and
      instruments and the consummation of the transactions contemplated
      hereby.  This Agreement is, and the other agreements and
      instruments to be executed and delivered by the Shareholders and/or the
      Company in connection with the transactions contemplated hereby, when such
      other agreements and instruments are executed and delivered, shall be, the
      valid and legally binding obligations of the Shareholders and/or the
      Company, as the case may be, enforceable against the Shareholders and/or
      the Company in accordance with their respective
  terms.

            


    

     

    
      	
              2.3

            	
              No
      Conflict.  Neither the execution and delivery of this
      Agreement and the other agreements and instruments to be executed and
      delivered in connection with the transactions contemplated hereby, nor the
      consummation of the transactions contemplated hereby, will violate or
      conflict with: (a) any Belize law, regulation, ordinance, zoning
      requirement, governmental restriction, order, judgment or decree
      applicable to the Shareholders and/or the Company; (b) any provision of
      any charter, bylaw or other governing or organizational instrument or
      agreement of the Company or the Shareholders; or (c) any mortgage,
      indenture, license, instrument, trust, contract, agreement, or other
      commitment or arrangement to which the Shareholders and/or the Company are
      parties or by which the Shareholders and/or the Company are
      bound.

            


    

     

    
      	
              2.4

            	
              Required Government
      Consents, Filings, etc.  Except as have been or, prior to
      the Closing, will be obtained, no approval, authorization, certification,
      consent, variance, permission, license, or permit to or from, or notice,
      filing, or recording to or with, any Belize  governmental authorities
      is necessary for: (a) the execution and delivery of this Agreement and the
      other agreements and instruments to be executed and delivered by the
      Shareholders and/or the Company in connection with the transactions
      contemplated hereby, or the consummation by the Shareholders and/or the
      Company of the transactions contemplated hereby; or (b) the ownership by
      Buyer of the Shares, save and except for the permission of the
      Central Bank of Belize, which will be obtained within 90 days of executing
      this Agreement.  If the approval of the Central Bank of Belize
      is not granted, this Agreement will be null and
  void.

            


    

     

    
      	
              2.5

            	
              Other Required
      Consents, Filings, etc.  Except as have been or, prior to
      the Closing, will be obtained, no approval, authorization, consent,
      permission, or waiver to or from, or notice, filing, or recording to or
      with, any person is necessary for:  (a) the execution and
      delivery of this Agreement and the other agreements and instruments to be
      executed and delivered in connection with the transactions contemplated
      hereby by the Shareholders and/or the Company, or the consummation by the
      Shareholders and/or the Company of the transactions contemplated hereby;
      or (b) the ownership by Buyer of the
Shares.

            


    

     


    
      
         


      

      
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              2.6

            	
              Title to
      Assets.  The Company has good and marketable title to all
      of its assets, free and clear of any claims or Encumbrances, other than
      the Deed of Legal Mortgage recorded (or to be recorded) on the
      land.   “Encumbrance” means any mortgage, charge (whether
      fixed or floating), security interest, pledge, right of first refusal,
      lien (including any unpaid vendor’s lien), option, hypothecation, title
      retention or conditional sale agreement, lease, option, restriction as to
      transfer or possession, or subordination to any right of any other
      person.

            


    

     

    
      	
              2.7

            	
              Financial
      Statements.  The Company and the Shareholders have
      provided, and at the Closing will provide Buyer with the following
      financial statements (collectively, the “Financial Statements”) with
      respect to the Company: balance sheet, results of operations, statements
      of stockholders’ equity and statement of cash flow, as of and for the
      calendar year ended December 31, 2007, the interim financials as of
      September 30, 2008, and the balance sheet as of the close of business
      immediately preceding the Closing Date (the balance sheet which balance
      sheet is herein referred to as the “Closing Balance
      Sheet”).  The Financial Statements are, and at the Closing will
      be true and correct in every material respect and properly reflect all
      assets and liabilities of the Company as then in existence.  The
      Financial Statements do and will fairly present the results of operations
      and the financial position of the Company as of the dates thereof and the
      periods then ended.

            


    

     

    
      	
              2.8

            	
              Condition and
      Sufficiency of Assets.  The equipment contained in the
      Company’s assets is structurally sound, in good operating condition and
      repair, and adequate for the uses to which it is being put, and none of
      such equipment is in need of maintenance or repairs, except for ordinary,
      routine maintenance and repairs that are not material in nature or
      cost.  The Company’s assets are sufficient for the continued
      conduct of the Company’s business after the Closing in the same manner as
      conducted prior to the Closing.  The Company’s assets are the
      only assets owned directly or indirectly by the Company which are used in
      or relate to the conduct of the Company’s business.  The
      Shareholders do not own an interest in the Real Estate or any of the
      equipment used by the Company and sold
  hereunder.

            


    

     

    
      	
              2.9

            	
              Accounts
      Receivable.  The Company’s accounts receivable represent
      valid obligations arising from sales actually made or services actually
      performed in the ordinary course of business.  The Company’s
      accounts receivable are current and collectible, net of the respective
      reserves shown on the Financial Statements, which reserves are adequate
      and calculated consistent with past practice.  There is no
      contest, claim or right of set-off under any agreement with any obligor of
      an account receivable relating to the amount or validity of such account
      receivable.

            


    

     

    
      	
              2.10

            	
              Intellectual
      Property.

            


    

     

    (a)           The
Company beneficially owns or has the valid right to use all of the Intellectual
Property used in its business as currently conducted or as presently
contemplated to be conducted.  The term “Intellectual Property”
includes all patents and patent applications, trademarks, service marks, and
trademark or service mark registrations and applications, trade names, logos,
designs, domain names, web sites, slogans and general intangibles of like
nature, together with all goodwill relating to the foregoing, copyrights,
copyright registrations, renewals and applications, software, databases,
technology, trade secrets and other confidential information, know-how,
proprietary processes, formulae, algorithms, models and methodologies, drawings,
specifications, plans, proposals, financing and marketing plans, advertiser,
customer and supplier lists and all other information relating to advertisers,
customers and suppliers (whether or not reduced to writing), licenses,
agreements and all other proprietary rights, which relate to the Company’s
business.  The Intellectual Property beneficially owned or used
by the Company is free and clear of all claims or Encumbrances.

     


    
      
         


      

      
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    (b)           The
Company takes and has taken reasonable measures to protect the confidentiality
of its trade secrets, know-how or other confidential information material to its
business as currently operated or planned to be operated (together, “Trade
Secrets”).  No Trade Secret has been disclosed or authorized to be
disclosed to any third party, including any employee, agent, contractor or other
person, other than pursuant to a written non-disclosure agreement that
adequately protects the Company’s proprietary interests in and to such Trade
Secrets.  To the best of the Company’s and the Shareholders’
knowledge, no party to any non-disclosure agreement relating to any Trade
Secrets is in breach thereof.

     

    (c)           The
conduct of the Company’s business as currently conducted or planned to be
conducted does not infringe upon (either directly or indirectly) any
Intellectual Property owned or controlled by any third party.  There
are no claims or suits pending or threatened, and neither the Company nor the
Shareholders have received any notice of a third party claim or suit (i)
alleging that any of the Company’s activities or the conduct of its business has
infringed upon or constitutes the unauthorized use of the Intellectual Property
rights of any third party, or (ii) challenging the ownership, use, validity or
enforceability of any Intellectual Property.

     

    (d)           To
the best of the Company’s and Shareholders’ knowledge, no third party is
misappropriating, infringing, diluting, or violating any Intellectual Property
owned by or licensed to the Company, and no such claims are pending against a
third party by the Company.

     

    
      	
              2.11

            	
              Compliance
      with Rules.

            


    

     

    (a)          The
Company and the Shareholders at all times have been and are currently in
compliance with all Rules applicable to the Company and/or its business, except
where such failure to comply would not have a material adverse effect on the
Company or its operations.  “Rule” means any law, statute, rule,
regulation, order, court decision, judgment or decree of any
Belize territorial, provincial or municipal authority.

     

    (b)          The
Company and the Shareholders are in material compliance with, and have obtained
all Permits and other authorizations relating to the Company which are required
by any Rule, which has been enacted to the date of this Agreement, except as
would not have a material adverse effect on the Company or its
operations.  No governmental proceeding is pending or threatened to
cancel, amend, modify or fail to renew any such Permit.  “Permit”
includes any approval, authorization, concession, grant, certificate of
convenience and necessity, qualification, consent, franchise, license, security
clearance, easement, order or other permit issued or granted by any governmental
entity.

     

    (c)          The
Company and/or the Shareholders are not currently in material violation of any
environmental or safety laws nor have the Company and/or the Shareholders
received any notice of any current non-compliance therewith.  There is
no civil, criminal or administrative action, suit, demand, claim, hearing,
notice, investigation or proceeding pending or threatened against the Company
and/or the Shareholders relating in any way to environmental and safety
laws.

     


    
      
         


      

      
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              2.12

            	
              Tax
      Matters.  All taxes owed by the Company pertaining to the
      Company, its business or its assets (whether or not shown on any tax
      return) have been paid.  The Company is not the beneficiary of
      any extension of time within which to file any tax return.  No
      claim has ever been made by an authority in a jurisdiction where the
      Company does not file tax returns that the Company is or may be subject to
      taxation by that jurisdiction. There are no claims or Encumbrances on any
      of the Company’s assets that arose in connection with any failure (or
      alleged failure) to pay any tax.   The Shareholders assume
      all liabilities whether known or unknown for all taxes and tax filings up
      to the Closing Date.

            


    

     

    
      	
              2.13

            	
              Contracts.  Except
      as would not have a material adverse effect on the Company or its
      operations, there exists no event of default or occurrence, condition or
      act on the part of the Company and/or the Shareholders or, to the best
      knowledge of the Company and the Shareholders, on the part of any other
      party to any contract to which the Company is a party, which constitutes
      or would constitute (with or without notice or lapse of time or both) a
      breach of or default under any of such contracts, or cause or permit
      acceleration of any obligation of the Company or any other
      party.  There are no renegotiations of, attempts to renegotiate
      or outstanding rights to renegotiate any amounts paid or payable to the
      Company under any contract with any person having the contractual or
      statutory right to demand or require such renegotiation and no such person
      has made written demand for such
renegotiation.

            


    

     

    
      	
              2.14

            	
              Litigation.  Except
      as would not have a material adverse effect on the Company or its
      operations and the disclosures made to the Buyer
      about  litigation in the Supreme Court of Belize, there is no
      legal, administrative or other action, claim, proceeding or governmental
      investigation, domestic or foreign (“Litigation”), pending or threatened
      against the Company and/or the Shareholders relating to the Company, its
      business or its assets, or that challenges or reviews the execution,
      delivery or performance of this Agreement by the Company and/or the
      Shareholders or of the consummation of the transactions contemplated
      hereby, or that seeks to enjoin or obtain damages in respect of the
      consummation of any of the transactions contemplated
      hereby.  The Company and/or the Shareholders are not parties to,
      and are not bound by, any order or any ruling or award of any other person
      that has resulted in or could reasonably be expected to result in,
      individually or in the aggregate, a material adverse effect on the Company
      or which could reasonably be expected to materially adversely affect the
      consummation of the transactions contemplated hereby. Any financial
      consideration which may become due to the Company as a result of
       litigation in the Supreme Court of Belize that exists as of the
      Closing Date or that is hereafter filed relating to events arising prior
      to the Closing Date will be borne and paid directly by the
      Shareholders.  Consequently, any monetary award consequent upon
      litigation in the Supreme Court of Belize shall accrue beneficially to the
      Shareholders. All costs of any continued litigation on this matter will be
      borne directly by the shareholder, including any defense of appeal,
      arbitration, additional suit or countersuit. The Buyer will have NO
      liability in this matter.

            


    

     


    
      
         


      

      
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              2.15

            	
              Conduct of
      Business.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Ordinary Course of
      Business: No Removal or Disposal of Assets.  Since
      February 20, 2007, the Company has operated its business in the ordinary
      course, and has not removed or disposed of any assets except in the
      ordinary course of business.

            


    

     

    
      	
               
      

            	
              (b)

            	
              No Material Adverse
      Change.  Since February 20, 2007, there has been no
      material adverse change in the Company’s assets or in the financial
      condition, operations, or prospects of its
  business.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Absence of Particular
      Events.  Since February 20, 2007, the Company has
      not:  (i) suffered any damage or destruction adversely affecting
      its business or involving any of the assets used in its
      business;  (ii) incurred any liability or obligation other than
      in the ordinary course of business; (iii) made any change or
      alteration in the manner of keeping the books, accounts or records of its
      business or in the accounting practices therein reflected; (iv) paid,
      loaned, or advanced any monetary amount or other asset to, or sold,
      transferred, or leased any asset to, any employee except for normal
      compensation involving salary and benefits; (v) received any notice of or
      become aware of any loss of any one or more customers representing 3% or
      more of the annualized revenue of its business; (vi)
      entered into or engaged in any transaction in respect of its business
      other than on commercially reasonable terms determined on the basis of the
      facts existing at the time such transaction was entered into or engaged
      in; or (vii) agreed to take or allow any of the foregoing actions
      described in this Section 2.15(c).

            


    

     

    
      	
              2.16

            	
              Broker’s or Finder’s
      Fees.  The Company and/or the Shareholders have not
      authorized any person to act as broker or finder or in any other similar
      capacity in connection with the transactions contemplated by this
      Agreement.

            


    

     

    
      	
              2.17

            	
              Disclosure.  No
      representation, warranty, or statement made by the Company and/or the
      Shareholders in this Agreement or in any document or certificate furnished
      or to be furnished to Buyer pursuant to this Agreement contains or will
      contain any untrue statement or omits or will omit to state any fact
      necessary to make the statements contained herein or therein not
      misleading.  The Company and the Shareholders have disclosed to
      Buyer all facts known or reasonably available to the Company and/or the
      Shareholders that are material to the financial condition, operation, or
      prospects of the Company, its business and/or its
  assets.

            


    

     

    
      	
              2.18

            	
              Investigation of
      Buyer.  The Company and each of the Shareholders hereby
      represent and warrant that they have reviewed reports and documents filed
      by Buyer with the U.S. Securities and Exchange Commission (“SEC”) since
      January 1, 2008 (“Buyer SEC Reports”), including in particular the
      financial statement and the “Risk Factors” contained therein, and that the
      Company and each of the Shareholders are familiar with financial and other
      conditions of Buyer.  The Company and each of the Shareholders
      hereby further represent and warrant that they are aware that Buyer will
      require an infusion of additional funding in order to continue its
      operations, and that Buyer has not secured the necessary additional
      funding. Each of the Shareholders has relied solely upon the
      investigations made by or on behalf of the Shareholder or his
      representative in evaluating the suitability of the investment in the
      common stock issued to the Shareholder under this Agreement, and such
      Shareholder recognizes that an investment in the Buyer’s common stock
      involves a high degree of risk.  Each Shareholder has such
      knowledge and experience in financial and business matters that he is
      capable of evaluating the merits and risks of an investment in
      Buyer.

            


    

     


    
      
         


      

      
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              2.19

            	
              Purchase Entirely for
      Own Account.  The shares of Buyer’s common stock to be
      received by such Shareholder hereunder will be acquired for such
      Shareholder’s own account, not as nominee or agent, and not with a view to
      the resale or distribution of any part thereof in violation of the
      Securities Act of 1933, and such Shareholder has no present intention of
      selling, granting any participation in, or otherwise distributing the same
      in violation of the Securities Act of 1933.  Such Shareholder
      understands that the shares of Buyer’s common stock are characterized as
      “restricted securities” under the U.S. federal securities laws inasmuch as
      they are being acquired from Buyer in a transaction not involving a public
      offering and that under such laws and applicable regulations such
      securities may be resold without registration under the Securities Act of
      1933 for at least six months following the Closing
      Date.    After the six month anniversary of the
      Closing Date, the shares of Buyer’s common stock may only be sold in
      compliance with Rule 144 promulgated under the Securities Act of
      1933.

            


    

     

    ARTICLE
3

     

    REPRESENTATIONS
AND WARRANTIES OF BUYER

     

    To induce
the Company and the Shareholders to execute, deliver and perform this Agreement,
and in acknowledgement of the Company’s and the Shareholders’ reliance on the
following representations and warranties, the Buyer hereby represents and
warrants to the Company and the Shareholders individually and
collectively as follows, as of the date hereof:

     

    
      	
              3.1

            	
              Power and
      Authority.  Buyer has the power and authority to execute,
      deliver, and perform this Agreement and the other agreements and
      instruments to be executed and delivered by it in connection with the
      transactions contemplated hereby, and Buyer has taken all necessary action
      to authorize the execution and delivery of this Agreement and such other
      agreements and instruments and the consummation of the transactions
      contemplated hereby.  This Agreement is, and, when such other
      agreements and instruments are executed and delivered, the other
      agreements and instruments to be executed and delivered by Buyer in
      connection with the transactions contemplated hereby shall be, the valid
      and legally binding obligations of Buyer, enforceable in accordance with
      their respective terms.

            


    

     

    
      	
              3.2

            	
              Broker’s or Finder’s
      Fees.  Buyer has not authorized any person to act as
      broker, finder, or in any other similar capacity in connection with the
      transactions contemplated by this
Agreement.

            


    

     

    
      	
              3.3

            	
              No
      Conflict.  Neither the execution and delivery by such
      Buyer of this Agreement and of the other agreements and instruments to be
      executed and delivered by such Buyer in connection with the transactions
      contemplated hereby, nor the consummation by such Buyer of the
      transactions contemplated hereby, will violate or conflict
      with:  (a) any foreign, Federal, state, or local law,
      regulation, ordinance, governmental restriction, order, judgment or decree
      applicable to Buyer; or (b) any provision of any charter, bylaw, or other
      governing or organizational instrument of
Buyer.

            


    

     


    
      
         


      

      
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              3.4

            	
              Disclosure.  No
      representation, warranty, or statement made by Buyer in this Agreement or
      in any document or certificate furnished or to be furnished to the
      Shareholders pursuant to this Agreement contains or will contain any
      untrue statement or omits or will omit to state any fact necessary to make
      the statements contained herein or therein not
  misleading.

            


    

     

    
      	
              3.5

            	
              Security for Repayment
      of the Loan Notes (and the Replacement Promissory
      Notes).  The Buyer represents, warrants and agrees to:
      (1) authorize the Company to pay or procure the repayment of the
      replacement Loan Notes in favor of the Shareholders in accordance with
      Appendix II attached hereto; and (2) confirm the repayment of the
      respective amounts due under the replacement Loan Notes by executing with
      the Company, in favor of the Shareholders, a deed of legal mortgage (in
      the format set out in Appendix III attached hereto) charging the real
      property of the Company, as security for the repayment of the Loan
      Notes.

            


    

     

    
      	
              3.6

            	
              Employment of
      Shareholder No. 2.  The Buyer represents, warrants and
      agrees that immediately following the execution of this Agreement it will
      offer a contract of employment to Shareholder No.2 (Neal Walmsley) in
      accordance with terms to be agreed.

            


    

     

    
      4.0
ARTICLE

    

     

    
       
COVENANTS
OF THE SHAREHOLDERS AND BUYER FOLLOWING CLOSING

    

     

    
      	
              4.1

            	
              Cooperation.  The
      Shareholders and Buyer shall cooperate fully with each other and their
      respective employees, legal counsel, accountants and other representatives
      and advisers in connection with the steps required to be taken as part of
      their respective obligations under this Agreement; and each of them shall,
      at any time and from time to time after the Closing, upon the request of
      the other, do, execute, acknowledge and deliver, or cause to be done,
      executed, acknowledged and delivered, all such further acts, deeds,
      assignments, transfers, conveyances, receipts, acknowledgments,
      acceptances and assurances as may be reasonably required (without
      incurring unreimbursed expense) to satisfy and perform the obligations of
      such party hereunder, and to allow the Company to operate its business
      after the Closing in the manner in which it was operated before the
      Closing.

            


    

     

    
      	
              4.2

            	
              Further
      Assurances.  Subject to the terms and conditions of this
      Agreement, each party agrees to use all of its reasonable efforts to take,
      or cause to be taken, all actions and to do or cause to be done, all
      things necessary and proper or advisable to consummate and make effective
      the transactions contemplated by this Agreement (including the execution
      and delivery of such further instruments and documents as the other party
      may reasonably request).

            


    

     

    
      	
              4.3

            	
              Funds Received After
      Closing.  Any and all funds received by the Shareholders
      after the Closing in respect of the Company shall be promptly remitted to
      Buyer upon receipt.

            


    

     

    
      	
               4.4

            	
               Change in Buyer’s
      Stock Listing.  Buyer’s share of common stock are
      currently listed for trading on the OTC Bulletin Board.  The
      Buyer agrees that in the event that it becomes listed on any other trading
      system or stock exchange it will take all the necessary steps to cause the
      Shareholders’ Common Stock in the Buyer to become available for trading
      (such to applicable securities laws) on such other trading system or stock
      exchange.

            


    

     

    


     


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    


     

    ARTICLE
5.

     

    SURVIVAL;
INDEMNITY

     

    
      	
              5.1

            	
              Survival of
      Representations, Warranties, etc.  The representations,
      warranties and covenants given by the Shareholders to Buyer or by Buyer to
      the Shareholders in this Agreement shall survive for a period of 12 months
      following the Closing

            


    

     

    
      	
              5.2

            	
              Indemnification by the
      Shareholders.  The Shareholders shall jointly and
      severally indemnify, defend, and hold harmless Buyer, and Buyer’s
      representatives, stockholders, controlling persons and affiliates, at, and
      at any time after, the Closing up to the end of the indemnification period
      at Article 5.1, from and against any and all demands, claims, actions, or
      causes of action, assessments, losses, damages (including incidental and
      consequential damages), liabilities, costs, and expenses, including
      reasonable fees and expenses of counsel, other expenses of investigation,
      handling, and Litigation, and settlement amounts, together with interest
      and penalties (collectively, a “Loss” or “Losses”), asserted against,
      resulting to, imposed upon, or incurred by Buyer, directly or indirectly,
      by reason of, resulting from, or arising in connection with, any of the
      following:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Breach.  Any
      breach of any representation, warranty, or agreement of the Shareholders
      and/or the Company contained in or made pursuant to this Agreement,
      including the agreements and other instruments contemplated
      hereby;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Brokerage or Finder’s
      Fees.  Any claim by any person for brokerage or finder’s
      fees or commissions or similar payments based upon any agreement or
      understanding alleged to have been made by any such person with the
      Company and/or the Shareholders in connection with this Agreement or any
      of the transactions contemplated
hereby;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Litigation.  Any
      judgment or verdict rendered against the Company or Buyer as a result of
      the pending action brought by Tomas Serrut or as a result of any other
      legal proceeding filed against the Company based on actions or events
      arising prior to the Closing Date;
and

            


    

     

    
      	
               
      

            	
              (d)

            	
              Incidental
      Matters.  To the extent not covered by the foregoing, any
      and all demands, claims, actions or causes of action, assessments, losses,
      damages, liabilities, costs, and expenses, including reasonable fees and
      expenses of counsel, other expenses of investigation, handling, and
      Litigation and settlement amounts, together with interest and penalties,
      incident to the foregoing.

            


    

     

    The
remedies provided in this Section 5.2 will not be exclusive of or limit any
other remedies that may be available to Buyer.

     

    
      	
              5.3

            	
              Indemnification by
      Buyer.  Buyer shall indemnify, defend, and hold harmless
      the Shareholders at, and at any time after, the Closing up to the end of
      the indemnification period at Article 5.1, from and against any and all
      Losses asserted against, resulting to, imposed upon, or incurred by the
      Shareholders, to the extent arising from any of the
    following:

            


    

     


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              (a)

            	
              Breach.  Any
      breach of any representation, warranty, or agreement of Buyer contained in
      or made pursuant to this Agreement, including the agreements and other
      instruments contemplated hereby;
and

            


    

     

    
      	
               
      

            	
              (a)

            	
              Brokerage or Finder’s
      Fees.  Any claim by any person for brokerage or finder’s
      fees or commissions or similar payments based upon any agreement or
      understanding alleged to have been made by any such person with the Buyer
      in connection with this Agreement or any of the transactions contemplated
      hereby; and

            


    

     

    
      	
               
      

            	
              (a)

            	
              Incidental
      Matters.  To the extent not covered by the foregoing, any
      and all demands, claims, actions or causes of action, assessments, losses,
      damages, liabilities, costs, and expenses, including reasonable fees and
      expenses of counsel, other expenses of investigation, handling, and
      Litigation, and settlement amounts, together with interest and penalties,
      incident to the foregoing.

            


    

     

    The
remedies provided in this Section 5.3 will not be exclusive of or limit any
other remedies that may be available to the Shareholders.

     

    
      	
              5.4

            	
              Procedures; Third
      Party Claims, etc.

            


    

     

    
      	
               
      

            	
              (a)

            	
              A
      person entitled to make a claim of indemnification hereunder shall be
      referred to as an “Indemnified Party.”  A person obligated for
      indemnification hereunder shall be referred to as an “Indemnifying
      Party.”  The Indemnifying Party shall be entitled to defend any
      claim, action, suit or proceeding made by any third party against an
      Indemnified Party; provided, however, that
      the Indemnified Party shall be entitled to participate in such defense
      with counsel of its choice and at its own expense and, if (i) the
      Indemnifying Party is also a party to such claim, action, suit or
      proceeding and the Indemnified Party determines in good faith that joint
      representation would be inappropriate, (ii) the Indemnifying Party does
      not provide a competent and vigorous defense, or (iii) the Indemnifying
      Party agrees, then the Indemnified Party’s participation shall be at the
      expense of the Indemnifying Party.  The Indemnified Party shall
      provide such cooperation and access to its books, records and properties
      as the Indemnifying Party shall reasonably request with respect to such
      matter; and the parties shall cooperate with each other in order to ensure
      the proper and adequate defense thereof.  An Indemnified Party
      shall not settle any claim subject to indemnification hereunder without
      the prior written consent of the Indemnifying Party, which consent shall
      not be unreasonably withheld or
delayed.

            


    

     

    
      	
               
      

            	
              (b)

            	
              With
      regard to claims of third parties for which indemnification is payable
      hereunder, such indemnification shall be paid by the Indemnifying Party
      upon the earliest to occur of: (i) the entry of a judgment against the
      Indemnified Party; (ii) the settlement of the claim; (iii) with respect to
      indemnities for tax liabilities, upon the issuance of any final resolution
      by a taxation authority; or (iv) with respect to claims before any
      administrative or regulatory authority, when the Loss is finally
      determined and not subject to further review or appeal; provided, however, that
      the Indemnifying Party shall pay on the Indemnified Party’s demand any
      cost or expense reasonably incurred by the Indemnified Party in defending
      or otherwise dealing with such
claim.

            


    

     


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              (c)

            	
              To
      seek indemnification hereunder, an Indemnified Party shall notify the
      other party hereto of any claim for indemnification, specifying in
      reasonable detail the nature of the Loss and the amount or an estimate of
      the amount thereof.  Neither the giving of such notice nor the
      failure to give such notice shall constitute an election of remedies or
      limit an Indemnified Party in any manner in the enforcement of any other
      remedies that may be available to it, including the right to proceed
      against an Indemnifying Party.

            


    

     

    ARTICLE
6.

     

    MISCELLANEOUS

     

    
      	
              6.1

            	
              Entire
      Agreement.  This Agreement, and the other certificates,
      agreements, and other instruments to be executed and delivered by the
      parties in connection with the transactions contemplated hereby,
      constitute the sole understanding of the parties with respect to the
      subject matter hereof.

            


    

     

    
      	
              6.2

            	
              Parties Bound by
      Agreement; Successors and Assigns.  The terms,
      conditions, and obligations of this Agreement shall inure to the benefit
      of and be binding upon the parties hereto and their respective successors
      and assigns.

            


    

     

    
      	
              6.3

            	
              Amendments and
      Waivers.  No modification, termination, extension,
      renewal or waiver of any provision of this Agreement shall be binding upon
      a party unless made in writing and signed by such party.  A
      waiver on one occasion shall not be construed as a waiver of any right on
      any future occasion.  No delay or omission by a party in
      exercising any of its rights hereunder shall operate as a waiver of such
      rights.

            


    

     

    
      	
              6.4

            	
              Severability.  If
      for any reason any term or provision of this Agreement is held to be
      invalid or unenforceable, all other valid terms and provisions hereof
      shall remain in full force and effect, and all of the terms and provisions
      of this Agreement shall be deemed to be severable in
    nature.

            


    

     

    
      	
              6.5

            	
              Attorney’s
      Fees.  Should any party hereto retain counsel for the
      purpose of enforcing, or preventing the breach of, any provision hereof
      including the institution of any action or proceeding, whether by
      arbitration, judicial or quasi-judicial action or otherwise, to enforce
      any provision hereof or for damages for any alleged breach of any
      provision hereof, or for a declaration of such party’s rights or
      obligations hereunder, then, whether such matter is settled by
      negotiation, or by arbitration or judicial determination, the prevailing
      party shall be entitled to be reimbursed by the losing party for all costs
      and expenses incurred thereby, including reasonable attorneys’ fees for
      the services rendered to such prevailing
party.

            


    

     

    
      	
              6.6

            	
              Counterparts.  This
      Agreement may be executed in one or more counterparts, each of which shall
      for all purposes be deemed to be an original and all of which shall
      constitute the same instrument.  Each counterpart including a
      facsimile transmission of this Agreement shall be deemed to be an original
      and shall have the same force and effect as an original.  In the
      event that a facsimile transmission of this Agreement is signed or any
      counterpart is signed and transmitted by facsimile, the hardcopy thereof
      may be signed subsequently but must be dated concurrently with the
      facsimile transmission.

            


    

     


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    


     

    
      	
              6.7

            	
              Headings.  The
      headings of the Sections and paragraphs of this Agreement are inserted for
      convenience only and shall not be deemed to constitute part of this
      Agreement or to affect the construction
hereof.

            


    

     

    
      	
              6.8

            	
              Expenses.  Except
      as specifically provided herein, each of the Shareholders and Buyer shall
      pay all of its own costs and expenses incurred by it or on its behalf in
      connection with this Agreement and the transactions contemplated hereby,
      including fees and expenses of its own financial consultants, accountants,
      and counsel.

            


    

     

    
      	
              6.9

            	
              Notices.  All
      notices, requests, demands, claims, and other communications which are
      required or may be given under this Agreement shall be in writing and
      shall be deemed to have been duly given: when received, if personally
      delivered; when transmitted, if transmitted by telecopy; five business
      days after such notice, request, demand claim or other communication is
      sent, if sent by registered or certified mail, return receipt requested,
      postage prepaid, and addressed to the intended recipient as set forth
      below:

            


    

     

    


     

    
      	
              if
      to the Shareholders to:

               

              Shareholder
      1.

              Frank
      Towers

              Catterall
      Hall Farm

              Catterall
      Lane

              Catterall,
      Preston, PR3 0PA Lancashire UK

              Telephone:
      +44 780 228533

              Email:
      frank@upwoodpark.co.uk

               

              Shareholder
      2.

              Neal
      John Walmsley

              12
      Old Lancaster Rd

              Catterall,
      Preston PR3 OHN, UK

              Phone:
      +44 797 1268059

              Email:
      nw@goots.co.uk

               

              Shareholder
      3.

              Eric
      Royds

              3
      Heath Ave

              Halifax,
      HX3 OEA, UK

              Telephone:
      +44 7800 963453

              Email:
      home@groovers.f9.co.uk

               

               

              Shareholder
      4.

              Farzad
      Zamanian

              5
      Hollingwood Rise

              Ilkley
      LS29 9PW, UK

              Telephone:
      +44 776 4404915

              Email:
      farzadzamanian@aol.com

            


    

    



    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    


    
      	 
      
	
              if to the Company
      to:

               

              Technology
      Alternatives Ltd.

              c/o
      Arguelles & Company LLC

              Attorneys-at-Law

              35
      New Road

               

              Belize,
      Central America

               

              Attention:
      Emil Arguelles

              Facsimile:
      501-223-6403

               

            
	
              if to Buyer
      to:

               

              Global
      Clean Energy Holdings, Inc.

              6033
      W. Century Blvd, Suite 895

              Los
      Angeles, CA 90045

               

              Attention:
      Richard Palmer

              Facsimile:
      (310)641-4230

            


    

     

    Any party
may send any notice, request, demand, claim, or other communication hereunder to
the intended recipient at the address set forth above using any other means, but
no such notice, request, demand, claim, or other communication shall be deemed
to have been duly given unless and until it actually is received by the intended
recipient. Any party may change the address to which notices, requests, demands,
claims, and other communications hereunder are to be delivered by giving the
other parties notice in the manner herein set forth.

     

    
      	
              6.10

            	
              Governing
      Law.  This Agreement shall be construed in accordance
      with and governed by the laws of Belize without giving effect to the
      principles of choice of law
thereof.

            


    

     

    
      	
              6.11

            	
              Remedies. In
      the event of a dispute between the parties, each party shall be entitled
      to pursue all remedies available at law or in equity and may institute any
      and all legal proceedings against the offending party to enforce any and
      all rights which they may have or become entitled to under and by virtue
      of this Agreement.

            


    

     

    
      	
              6.12

            	
              Waiver of Certain
      Damages.  Except as prohibited by law, each party hereby
      waives any right it may have to claim or recover any special, exemplary,
      punitive or consequential damages other than, or in addition to, actual
      damages in connection with any dispute arising under or in connection with
      any matter related to this Agreement or any related
    agreement.

            


    

     


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    


     

    
      	
              6.13

            	
                 References,
      etc.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Whenever
      reference is made in this Agreement to any Article, Section, paragraph,
      Schedule or Exhibit, such reference shall be deemed to apply to the
      specified Article, Section or paragraph of this Agreement or the specified
      Schedule or Exhibit attached to this
Agreement.

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      word “including” when used herein is not intended to be exclusive and
      means “including, without
limitation.”

            


    

     

    
      	
              6.14

            	
              Strict
      Construction.  The language used in this Agreement will
      be deemed to be the language chosen by the parties hereto to express their
      mutual intent, and no rule of strict construction will be applied against
      any person.

            


    

     

    


    


    


    


    [Signature
page follows.]


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of
the date first indicated above.

     

    
      	
              SHAREHOLDER
      1:

            
	 
      
	 
      
	   
      
	
              Frank
      Towers

            
	 
      
	 
      
	
              SHAREHOLDER
      2:

            
	 
      
	 
      
	 
        
	
              Neal
      John Walmsley

            
	 
      
	 
      
	
              SHAREHOLDER
      3:

            
	 
      
	 
      
	 
         
	
              Eric
      Royds

            
	 
      
	 
      
	
              SHAREHOLDER
      4:

            
	 
      
	 
      
	  
    
	
              Farzad
      Zamanian

            
	 
      


    

    


    
      	 
      	
              COMPANY:

            
	 
      	
              Technology
      Alternatives Limited

            
	 
      	 
      	 
      
	 
      	
              By:

            	
                
      

            
	 
      	
              Name:    Neal
      Walmsley

            
	 
      	
              Position:
      Director

            


    

    


    


    


    


    
      	 
      	
              BUYER:

            
	 
      	
              Global
      Clean Energy Holdings, Inc.

            
	 
      	 
      	 
      
	 
      	
              By:

            	
               
      

            
	 
      	
              Name:
      Richard Palmer

            
	 
      	
              Title:
      Chief Executive Officer

            


    

    


     


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    APPENDIX
I

     

    SHARES
OF THE COMPANY BEING SOLD

     

    
      	
              Buyer

            	
              Number
      of Shares of the 

              Company
      Being 

              Acquired

            	
              Number
      of Shares of the 

              BUYER’S
      Common 

              Stock  Issued

            
	
              Shareholder
      1

            	
              2,387

            	
              2,126,391

            
	
              Shareholder
      2

            	
              2,600

            	
              2,316,136

            
	
              Shareholder
      3

            	
              3,581

            	
              3,190,032

            
	
              Shareholder
      4

            	
              1,432

            	
              1,320,198

            


    

    


    Share Transfer:
Share transfer will occur at closing with share registration taking place
in Belize within 90 days of the Closing Date.

    


    Common
Stock Issuance: Buyer will
immediately issue at closing, Common Stock to the Shareholders based upon the
total asset book value of the Company established based on the Closing Balance
Sheet divided by Buyer’s closing share price at the last business day before the
execution of this Agreement.

    


    


    


     

    



    
      
         


      

      
        17