Filed by Automated Filing Services Inc. (604) 609-0244 - Encore Clean Energy, Inc. - Exhibit 10.3






 

December 10, 2003 

	Mr. Ken Hicks	BY FAX: 480-354-4160
	President and CEO	 
	Centripetal Dynamics, Inc.	 
	Mesa, Arizona   85207	 




	Re:	Joint Projects; License and Consulting Agreement



Dear Ken:


                Further
  to your recent discussions with Mr. Larry Shultz, a director of Encore Clean
  Energy, Inc (“Encore”), (and formerly named Cryotherm, Inc) , this
  letter is to both reaffirm and amend the Joint Projects License and Consulting
  Agreement of June 26, 2003 signed between Cryotherm ("Cryotherm") and you, as
  an individual, and your company, Centripetal Dynamics, Inc. (collectively “CD”).
  This agreement supercedes any prior agreements. 

                It
  is agreed by Encore and CD that the exclusivity provisions of the Agreement
  as they pertain to the Centripetal Engine and Wind Technologies remain in full
  force and effect, except as follows: 

	1.  	CD is granting to Encore an extension to the terms
        signed by CD and Cryotherm, in regard to exclusive rights for sales and
        marketing of the technologies described in the prior Agreement dated June
        26, 2003. 

	 	 
	2.  	The extension will be granted until June 2, 2004.
        At such time, Encore will be obligated to pay all the consulting expenses
        that have yet to be paid, by this date, to retain the exclusive sales
        and marketing rights to the technologies. The consulting fee would total
        $75,000, if the final payment was made as of June 2, 2004. 

	 	 
	3.  	Encore also acknowledges that it will make its best
        effort to start the consulting payments sooner as funds are secured by
        Encore. 

	 	 
	4.  	Encore shall additionally compensate Hicks with 350,000
        warrants post-split on a 3-new-for-1-old share basis, which forward split
        of the Company’s stock is anticipated to occur in 2004. Each warrant
        will entitle Hicks to purchase Encore stock having the same term as and
        at a statutory discount price equal to 85% of the $1.00 per share price
        being offered to investors in the Private Placement Memorandum of December
        2003. As of this date, the 350,000 post-split warrants payable to Hicks
        would be equivalent to 116,667 pre-split warrants in Encore, exercisable
        at $.85 per share). In consideration of these warrants being granted to
        Hicks, Hicks and CD will grant Cryotherm exclusive rights to the engine
        technology for the Saudi Arabia market place. 

	 	 
	5.  	The parties acknowledge Cryotherm’s October
        1, 2003 merger with Forge, Inc. and subsequent name change to Encore Clean
        Energy, Inc. For purposes of this Agreement, all obligations of Cryotherm
        to CD and benefits from CD to Cryotherm under the June 26, 2003 Agreement
        are now the obligations of and inure to the benefit of the merged company,
        now known as Encore Clean Energy, Inc. 









 

               This
  letter, which shall be effective upon execution, constitutes the entire agreement
  between the parties, is intended to be legally binding. The parties further
  agree to negotiate, execute and deliver such further documents and agreements,
  as may be necessary or desirable to implement the terms of this letter. 

                If
  you are in agreement with the foregoing, kindly execute and return a duly executed
  counterpart, whereupon it will become a binding agreement in accordance with
  its terms. 

	Very truly yours,	  
	ENCORE CLEAN ENERGY, INC	 
	 	 	 
	 	 	 
	By: 	 	 
	 	Dan Hunter – CEO	 
	 	Dated December 10, 2003	 
	 	 	 
	 	 
	ACCEPTED AND AGREED:	 
	 	 	 
	 	 	 
	By: 	 	 
	 	Ken Hicks, President, Centripetal Dynamics	 
	 	 	 
	 	Dated: December 10, 2003