PROMISSORY
NOTE

    


    
      	
              $250,000.00

            	
              May
      14, 2010

            


    

    


    For value received, Clenergen
Corporation, a Nevada corporation with principal offices at Bath House, Chapel
Place, London, Great Britain EC2A 3DQ ("Borrower"), promises to pay to
the order of Vastani Trading Limited, a British Virgin Islands corporation with
principal offices at Friededstrasstrabe 6-O, Frankfurt 60311 Germany (the "Lender"), at the offices of
Borrower  or at such other place as Lender may from time to time
appoint in writing,  the principal sum of Two Hundred Fifty Thousand
and 00/100 ($250,000.00) Dollars on August 14, 2010 (the “Maturity
Date”).  Borrower also promises to pay interest (computed on
the basis of a 360 day year for actual days elapsed) at said office in like
money on the unpaid principal amount of the Loan (as defined below) at a rate
per annum equal to twenty-four percent (24%) per annum, payable no later than
the Maturity Date.  Borrower further agrees that upon the failure to
satisfy this Promissory Note in full on or prior to the Maturity Date, Borrower
shall issue to Lender an 100,000 warrants (each, an “Additional Warrant”) to
purchase shares (each, an “Additional Warrant Share”) of
the common stock, par value $0.001 per share (the “Common Stock”), of Borrower
for each month or portion thereof (each, a “Default Month”) following the
Maturity Date that this Promissory Note is not fully paid (prorated in the event
that this Promissory Note is satisfied only in part).  The Additional
Warrants to have terms identical to the warrants (the “Initial Warrants”) issued to
Lender in accordance with the SPA (as hereinafter defined), except that the
expiration date of each Additional Warrant shall be the date which is the
calendar day immediately preceding the fourth anniversary of the date which such
Additional Warrant is required to be issued and the exercise price per Warrant
Share shall be equal to 70% of the closing price of the Common Stock on the last
day of each Default Month; provided, however, the exercise
price of all Additional Warrants may not be less than $0.01 per Additional
Warrant Share.  Each set of Additional Warrants shall be deemed to be
issued as of the close of business on the last day of the subject Default
Month.  In no event shall interest payable hereunder be in excess of
the maximum rate of interest permitted under applicable law.

    


    All payments made in connection with
this Note shall be in lawful money of the United States in immediately available
funds without counterclaim or setoff and free and clear of and without any
deduction or withholding for, any taxes or other payments.  All such
payments shall be applied first to the payment of all fees, expenses and other
amounts due to Lender (excluding principal and interest), then to accrued
interest, and the balance on account of outstanding principal; provided, however, that after
the occurrence of an Event of Default, payments will be applied to the
obligations of Borrower to Lender as Lender determines in its sole
discretion.

    


    This Note is being made and delivered
pursuant to a Securities Purchase Agreement (the “SPA”) between Borrower and
Lender being executed contemporaneously with this Note.  Each
capitalized term not defined in this Promissory Note shall have the meaning
ascribed to such capitalized term in the NPA.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    The rights of Lender and obligations of
Borrower are as follows:

    


    1.           Use of
Proceeds.  Borrower shall utilize the proceeds of the Loan as
set forth in the SPA.

    


    2.           Prepayment.  Borrower
may, without premium or penalty, at any time and from time to time, prepay all
or any portion of the outstanding principal amount evidenced by this Promissory
Note; provided,
that (a) each such prepayment is accompanied by accrued interest, if any, on the
unpaid principal balance, calculated through the date of such prepayment, and
(b) each such prepayment shall be in an amount of at least $5,000 (or, if the
outstanding principal amount is less than $5,000 at such time, then such
outstanding principal amount).

    


    3.           Liabilities.  The
term "Liabilities" shall include this Promissory Note and all other indebtedness
and obligations and liabilities of any kind of Borrower to Lender arising in
connection with this Promissory Note and the SPA (other than the Original
Warrants), now or hereafter existing, arising directly between Borrower and
Lender or acquired by assignment, conditionally or as collateral security by
Lender, absolute or contingent, joint and/or several, secured or unsecured, due
or not due, contractual or tortious, liquidated or unliquidated, arising by
operation of law or otherwise, direct or indirect.

    


    4.           SPA.  This
Promissory Note is subject to all of the terms and conditions contained in, and
is entitled to the benefits of, the SPA.  The SPA, this Promissory
Note and any other agreements, documents and instruments executed and delivered
pursuant to or in connection with the SPA or the transactions contemplated by
the SPA are collectively referred to in this Promissory Note as the "Loan Documents."  In
the event of a conflict between the terms hereof and those in the SPA, the terms
of this Promissory Note shall control.

    


    5.           Events of
Default.  If any Event of Default (as hereinafter defined)
shall occur, Lender may exercise any and all of the remedies as hereinafter
provided.  Upon default in the due payment of this Note or any other
Event of Default, Lender may, but shall not be required to exercise any right or
remedy hereby granted or allowed to Lender by law, and each and every right and
remedy hereby granted to Lender or allowed to it by law shall be cumulative and
not exclusive the one of the other, and may be exercised by Lender from time to
time and as often as may be necessary.  In addition, upon the
occurrence of an Event of Default, the unpaid principal amount of this
Promissory Note, along with interest as if this Promissory Note was repaid all
the Maturity Date, shall be immediately due and payable.  If an
attorney is employed to enforce or collect this Promissory Note, Borrower shall
pay Lender's reasonable attorneys fees in connection therewith.

    


    6.           Definitions.  As
used herein:

    


    (a)         "Business
Day" means a day other than a Saturday, Sunday or other day on which commercial
banks in the State of New York are authorized or required to close under the
laws of the State of New York.

    


    (b)         "Event
of Default" shall mean any of the following events.

     

    (i)           the
failure by Borrower to pay any amounts required to be paid under this Promissory
Note on or before the date on which such payment was due and such failure is not
cured within five business days of the giving of notice to Borrower by Lender of
such failure;


    
      
         


      

      
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    (ii)         the
breach or noncompliance by Borrower of any of its material representations,
warranties or covenants contained in the Security Agreement and such breach or
noncompliance is not cured within five business days of the giving of notice to
Borrower by Lender of such breach or noncompliance;

    (iii)        Borrower
shall:

    (A)        apply
for or consent to the appointment of a receiver or trustee of Borrower’s
assets,

    (B)         make
a general assignment for the benefit of creditors,

    (C)         file
a petition or other request no matter how denominated (“Petition”) seeking
relief under Title 11 of the United States Code or under any other federal or
state bankruptcy, reorganization, insolvency, readjustment of debt, dissolution
or liquidation law or statute (“Bankruptcy Statute”), or

    (D)         file
an answer admitting the material allegations of a Petition filed against it in
any proceeding under any Bankruptcy Statute;

    (iv)        there
shall have entered against Borrower an order for relief under any Bankruptcy
Statute; or

    (v)         a
Petition seeking an order for relief under any Bankruptcy Statute is filed by
any one other than Borrower and without Borrower’s consent or agreement which is
not dismissed or stayed within 60 days after the date of such filing, or such
Petition is not dismissed upon the expiration of any stay thereof.

    


    7.           Miscellaneous.

    


    (a)         Borrower agrees to pay on
demand all of Lender's reasonable costs and expenses, including reasonable
counsel fees, in connection with collection of any sums due to Lender and
enforcement of its rights under this Promissory Note, including, without
limitation, reasonable fees of outside legal counsel (but not the allocated
costs of in-house legal counsel), accounting, consulting, brokerage or other
similar professional fees or expenses, and any fees or expenses associated with
travel or other costs relating to any appraisals or examinations conducted in
connection with the Liabilities, and the amount of all such expenses shall,
until paid, bear interest at the rate applicable to principal hereunder
(including any default rate).

    


    (b)         No
modification or waiver of any provision of this Promissory Note shall be
effective unless such modification or waiver shall be in writing and signed by a
duly authorized officer of Lender, and the same shall then be effective only for
the period and on the conditions and for the specific instances specified in
such writing.  No failure or delay by Lender in exercising any right,
power or privilege hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any rights, power or privilege.

    


    (c)         Borrower
hereby waives presentment, demand for payment, notice of protest, notice of
dishonor, and any and all other notices or demands except as otherwise expressly
provided for herein.


    
      
         


      

      
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    (d)         This Promissory Note and
the other Loan Documents shall be construed in accordance with and governed by
the laws of the State of New York (excluding the laws
applicable to conflicts or choice of law).  Borrower consents
that any legal action or proceeding against it under, arising out of or in any
manner relating to, this Promissory Note and the Loan Documents may be brought
in any court of the State of New York of competent jurisdiction located within
Suffolk County or in the United States District Court for the Eastern District
of New York.  Borrower, by the execution and delivery of this
Promissory Note, expressly and irrevocably consents and submits to the personal
jurisdiction of any of such courts in any such action or
proceeding.  Borrower hereby expressly and irrevocably waives any
claim or defense in any such action or proceeding based on any alleged lack of
personal jurisdiction, improper venue or forum non convenient or any similar
basis.

    


    (e)         All
agreements between Borrower and Lender are hereby expressly limited so that in
no contingency or event whatsoever, whether by reason of acceleration of
maturity of the indebtedness evidenced hereby or otherwise, shall the amount
paid or agreed to be paid to Lender for the use or the forbearance of the
indebtedness evidenced hereby exceed the maximum permissible under applicable
law.  As used herein, the term "applicable law" shall mean the law in
effect as of the date hereof; provided, however, that in the
event there is a change in the law which results in a higher permissible rate of
interest, then this Promissory Note shall be governed by such new law as of its
effective date.  In this regard, it is expressly agreed that it is the
intent of Borrower and Lender in the execution, delivery and acceptance of this
Promissory Note to contract in strict compliance with the laws of the State of
New York from time to time in effect.  If, under or from any
circumstances whatsoever, fulfillment of any provision hereof or of any of the
Loan Documents at the time of performance of such provision shall be due, shall
involve transcending the limit of such validity prescribed by applicable law,
then the obligation to be fulfilled shall automatically be reduced to the limits
of such validity, and if under or from circumstances whatsoever Lender should
ever receive as interest an amount which would exceed the highest lawful rate,
such amount which would be excessive interest shall be applied to the reduction
of the principal balance evidenced hereby and not to the payment of
interest.  This provision shall control every other provision of all
agreements between Borrower, each other party obligated on this Promissory Note
and Lender.

    


    (f)          BORROWER
AND LENDER (BY ACCEPTANCE OF THIS PROMISSORY NOTE) MUTUALLY HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY, AND BORROWER
WAIVES THE RIGHT TO INTERPOSE ANY SET-OFF OR COUNTERCLAIM (EXCEPT FOR MANDATORY
COUNTERCLAIMS), IN EACH CASE IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS PROMISSORY NOTE, THE SPA AND/OR ANY OTHER
LOAN DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE
OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF ANY PARTY, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT,
COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF LENDER RELATING TO THE
ADMINISTRATION OF THE LOAN OR ENFORCEMENT OF THE LOAN DOCUMENTS AND AGREES THAT
NEITHER PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN
WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.  EXCEPT AS
PROHIBITED BY LAW, BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR
RECOVER IN ANY LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. BORROWER
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF LENDER HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER.  THIS WAIVER CONSTITUTES A MATERIAL
INDUCEMENT FOR LENDER TO ACCEPT THIS PROMISSORY NOTE AND MAKE THE
LOAN.


    
      
         


      

      
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    (g)         Upon
receipt of an affidavit of an officer of Lender as to the loss, theft,
destruction or mutilation of this Promissory Note or any other Loan Document
which is not of public record, and, in the case of any such loss, theft,
destruction or mutilation, upon surrender and cancellation of such Promissory
Note or other security document, Borrower will issue, in lieu thereof, a
replacement Promissory Note or other security document in the same principal
amount thereof and otherwise of like tenor.

    


    (h)         This
Promissory Note shall be binding upon and inure to the benefit of Borrower and
Lender and their respective legal successors.  This Promissory Note is
neither transferable nor assignable in any manner whatsoever.

    


    (i)          This
Promissory Note and the other Loan Documents are intended by the parties as the
final, complete and exclusive statement of the transactions evidenced
thereby.  All prior or contemporaneous promises, agreements and
understandings, whether oral or written, are deemed to be superceded by this
Promissory Note and such other Loan Documents, and no party is relying on any
promise, agreement or understanding not set forth in this Promissory Note or
such other Loan Documents.  Neither this Promissory Note nor any of
such other Loan Documents may be amended or modified except by a written
instrument describing such amendment or modification executed by Borrower and
Lender.

    


    
      
        
          	
                  Borrower:

                
	
                  Clenergen
      Corporation

                
	 
      
	
                  By:  

                	
                  /s/ Mark L.M. Quinn

                
	 
      	
                  Mark
      L.M. Quinn

                
	 
      	
                  Chief
      Executive Officer

                


        

      

    


    
      
         


      

      
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