EXCLUSIVE
license agreement

     

    Between

     

    CLENERGEN
CORPORATION

     

    And

     

    BIOPOWER
CORPORATION

     

    November
30, 2010



    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    LICENSE
AGREEMENT

     

    This
Agreement (the "Agreement"), dated November 30, 2010 (the Effective Date) is
entered into by and between Clenergen Corporation, a Nevada corporation and
public company (Licensor) and BioPower Corporation, a Florida corporation
(Licensee).

    


    WHEREAS,
Licensor produces high-density, short-rotation biomass crops on a
commercial scale using a proprietary integrated farming methodologies,
and

    


    WHEREAS, Licensor produces
power, steam, hydrogen, transport fuel, fertilizers, pesticides, chemicals and
other important products through advanced gasification and steam technologies,
and

    


    WHEREAS, Licensor has certain
rights to the use of various technologies and processes, and

    


    WHERAS, Licensee has been
established to, among other activities, collaborate with Licensor in developing
biomass projects and gasification and steam process projects in exclusive
territories, and

    


    WHEREAS, Licensor has agreed
to grant and Licensee has agreed to take, an exclusive license, for a territory,
to the rights relating to certain manufacturing, processing, marketing and the
sale of products produced through the use of Licensor’s proprietary processes on
the terms set out in this agreement.

    


    NOW, THEREFORE, Licensor and
Licensee agree as follows:

     

    Agreed
terms

     

    
      	
              1.

            	
              Interpretation

            


    

     

    
      	
              1.1

            	
              The
      definitions and rules of interpretation in this clause 1 apply in this
      agreement.

            


    

     

    Business Day: a day other than
a Saturday and a Sunday on which banks in the United States are open for
business.

    


    Field of Use: Production of (i)
high-density, short-rotation biomass crops on a commercial scale using a
proprietary integrated farming methodology and (ii) power, steam, hydrogen,
transport fuel, fertilizers, pesticides, chemicals and other important products
through advanced gasification;  steam technologies and any and all
other technologies.

     

    Improvement: any improvement, enhancement
or modification to the Licensed Technologies.

     

    License:  an
exclusive license for the defined territory.

     

    Licensed Technologies: the
technologies and processes owned by Clenergen, patented by Clenergen or in which
Clenergen may have license rights to, and have the right to sub license in the
Territory, and as may be described in Schedule 1, attached hereto and made a
part thereof.

     

    Quarterly Period:  the period of
three months commencing on 1 January, 1 April, 1 July and 1
October.

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    Gross
Revenue:  defined as the total amount of revenue less the
direct costs paid for producing the revenue.

     

    Royalty Rate: an agreed percentage of the
annual Gross Revenue of BioPower.

     

    Exclusive Territory: United States, Central
America, Mexico, Guam and Cuba.

     

    
      	
              1.2

            	
              Clause
      headings shall not affect the interpretation of this
      agreement.

            


    

     

    
      	
              1.3

            	
              A
      person includes a
      corporate or unincorporated body (whether or not having separate legal
      personality).

            


    

     

    
      	
              1.4

            	
              Words
      in the singular shall include the plural and vice
  versa.

            


    

     

    
      	
              1.5

            	
              A
      reference to one gender shall include a reference to the other
      genders.

            


    

     

    
      	
              1.6

            	
              A
      reference to a law is a reference to it as it is in force for the time
      being, taking account of any amendment, extension, application or
      re-enactment and includes any subordinate legislation for the time being
      in force made under it.

            


    

     

    
      	
              1.7

            	
              Writing or written does not include
      fax or email.

            


    

     

    
      	
              2.

            	
              Grant
      of License

            


    

     

    
      	
              2.1

            	
              The
      Licensor hereby grants to the Licensee an exclusive license under the
      Field of Use, to use the Licensed Technologies in the Territory.
      Licensor agrees to allow Licensee the right to develop projects
      throughout South America, Haiti and the U.S. Virgin islands on a case by
      case basis and with written notice from the Licensee to the Licensor. The
      Licensee is prohibited from developing projects in the countries of Guyana
      and Suriname.

            


    

     

    
      	
              2.2

            	
              The
      Licensee shall have no right to grant sub-licences under this agreement
      unless it is to a subsidiary or joint venture company of the Licensee, and
      hereby undertakes not to purport to do
so.

            


    

     

    
      	
              2.3

            	
              The
      Licensor shall retain ownership of and the management of any brands
      relating to its business and shall allow the Licensee to use such brands
      provided that the Licensee complies with all instructions of the Licensor
      in respect of the use of the same.

            


    

     

    
      	
              2.4

            	
              No
      further right or licence is granted by the Licensor to the Licensee by
      this agreement, save as expressly set out in this clause
  2.

            


    

     

    
      	
              2.5

            	
              Provided
      that the Licensee retains an exclusive licence in respect of the Licensed
      Technologies, the Licensor undertakes, during the term of this agreement
      not to exploit the Licensed Technologies in the Territory in the Field of
      Use, or to purport to grant others the right to do
  so.

            


    

     

    
      	
              3.

            	
              Obligations
      of the Licensee

            


    

     

    
      	
              3.1

            	
              The
      Licensee shall comply with all requirements of the Licensor as to the use
      of any and all brand relating to the business of the
    Licensor.

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      	
              3.2

            	
              The
      Licensee shall use its best endeavours to promote and develop projects
      with the Licensor throughout the
Territory.

            


    

     

    
      	
              4.

            	
              Further
      Licences

            


    

     

    The
Licensor agrees to include any and all additional technologies and
processes that it may develop or gain access to in the future and that may
enhance the business of the Licensee relative to the Field of Use in the
Territory.  Any such technologies and processes shall be included,
from time to time and when relevant, in this Agreement on the attached Schedule
One and will be attached hereto and made a part
thereof.  

     

    
      	
              5.

            	
              Provision
      of know-how

            


    

     

    
      	
              5.1

            	
              The
      Licensor shall make available to the Licensee such know-how relating to
      the Licensed Technologies as the Licensor may reasonably consider being
      necessary for the purposes of the Licensee properly developing and
      managing projects in the Territory.

            


    

     

    
      	
              5.2

            	
              The
      know-how supplied by the Licensor under clause 5.1 shall be used by the
      Licensee only for the purpose of the development of projects in the
      Territory, in the Field of Use and shall be subject to the provisions of
      Clause 8.

            


    

     

    
      	
              6.

            	
              Improvement

            


    

     

    
      	
              6.1

            	
              If
      the Licensee at any time develops any Improvement or gains access to any
      new technology or process to enhance the Field of Use it shall, to the
      extent that it is not prohibited by law or by any obligation to any other
      person, promptly notify the Licensor in writing, giving details of the
      Improvement or new technology or process and shall provide to the Licensor
      such information as it shall reasonably require to be able effectively to
      evaluate the Improvement or new technology or process. Should the Licensor
      then so request, the Licensee shall grant to the Licensor a non-exclusive
      irrevocable world-wide license without limit of time with the right to
      assign and to grant sub-licenses thereunder in respect of that Improvement
      or new technology or processes.

            


    

     

    
      	
              7.

            	
              Confidentiality
      and indemnification

            


    

     

    
      	
              7.1

            	
              The
      Licensee undertakes that it shall keep (and it shall procure that its
      respective directors and employees keep) secret and confidential all
      know-how relating to the Licensed Technologies and any information
      (whether or not technical) of a confidential nature to the Licensor
      communicated to it by the Licensor, either preparatory to, or as a result
      of, this agreement, and shall not disclose the same or any part of the
      same to any person other than its directors or employees directly or
      indirectly concerned in the development of projects, provided that, before
      any such disclosure takes place, the Licensee shall procure that each of
      the directors and employees concerned shall execute a confidentiality
      undertaking with the Licensor in a form approved by the Licensor, such
      approval not to be unreasonably
withheld.

            


    

     

    
      	
              7.2

            	
              The
      provisions of clause 7.1 shall not apply to such know-how and information
      as the Licensee:

            


    

     

    
      	
               
      

            	
              (a)

            	
              can
      prove to have been in its possession at the date of receipt, or which
      becomes public knowledge otherwise than through a breach of an obligation
      of confidentiality owed (whether directly or indirectly) to the Licensor;
      or

            


    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              is
      necessarily disclosed as a result of the marketing of, developing or
      management of any project.

            


    

     

    
      	
              7.3

            	
              The
      Licensee shall, at the request of the Licensor but at the expense of the
      Licensee, take such steps as the Licensor may require to enforce any
      confidentiality undertaking given by a director or employee of the
      Licensee including, in particular but without limitation, the initiation
      and prosecution of any legal proceedings and the enforcement of any
      judgment obtained. All such steps to be taken by the Licensee shall be
      taken as expeditiously as possible and the Licensee agrees that, in
      respect of its obligation to enforce confidentiality undertakings, time
      shall be of the essence in complying with the requirements of the
      Licensor.

            


    

     

    
      	
              7.4

            	
              The
      provisions of this clause 7 shall remain in force notwithstanding expiry
      or earlier termination of this
agreement.

            


    

     

    
      	
              7.5

            	
              LICENSOR
      shall indemnify, defend and hold LICENSEE harmless from and against any
      and all Losses resulting from or arising out of the negligence or wilful
      misconduct of LICENSOR in the performance of its obligations under this
      Agreement.  Without limiting the generality of the foregoing,
      LICENSOR shall indemnify, defend and hold LICENSEE harmless from and
      against any losses relating to product liability claims solely with
      respect to LICENSOR Products which may be purchased, designed, developed
      and manufactured solely and independently by
  LICENSOR.

            


    

     

    
      	
              7.6

            	
              LICENSEE
      shall indemnify, defend and hold LICENSOR harmless from and against any
      losses resulting from or arising out of the negligence of willful
      misconduct of LICENSEE in performing its obligations under this Agreement.
      Without limiting the generality of the foregoing, LICENSEE shall
      indemnify, defend and hold LICENSOR harmless from and against any losses
      resulting from any defect or deficiency with respect to any LICENSEE
      contribution which is the subject of the cooperative efforts pursuant to
      this Agreement.

            


    

     

    
      	
              7.7

            	
              A
      Party seeking indemnification (the "Indemnified Party") pursuant to this
      Section shall notify, in writing, the other Party (the "Indemnifying
      Party") within fifteen (15) days of the assertion of any claim or
      discovery of any fact upon which the Indemnified Party intends to base a
      claim for indemnification. An Indemnified Party's failure to so notify the
      Indemnifying Party shall not, however, relieve the Indemnifying Party from
      any liability under this Agreement to the Indemnified Party with respect
      to such claim except to the extent that such Indemnifying Party is
      actually denied, during the period of delay in notice, or materially
      prejudiced with respect to, the opportunity to remedy or otherwise
      mitigate the event or activity(ies) giving rise to the claim
      for  indemnification and thereby  suffers or otherwise
      incurs  additional  quantifiable  damages  as
      a  result  of  such  failure.  The
      Indemnifying Party, while reserving the right to contest its obligations
      to indemnify hereunder, shall be responsible for the defense of any claim,
      demand, lawsuit or other proceeding in connection with which the
      Indemnified Party claims indemnification hereunder. The Indemnified Party
      shall have the right at its own expense to participate jointly with the
      Indemnifying Party in the defense of any such claim, demand, lawsuit or
      other proceeding, but with respect to any issue involved in such claim,
      demand, lawsuit or other proceeding with respect to which the Indemnifying
      Party has acknowledged its obligation to indemnify the Indemnified Party
      hereunder, the Indemnifying Party shall have the right to select counsel,
      settle, try or otherwise dispose of or handle  such
      claim,  demand,  lawsuit or
      other  proceeding  on such terms as the Indemnifying
      Party shall deem appropriate, subject to any reasonable objection of the
      Indemnified Party.

            


    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      	
              8.

            	
              Royalty

            


    

     

    
      	
              8.1

            	
              In
      consideration of the rights granted under clause 2, the Licensee shall pay
      to the Licensor royalties, on each twelve month time period, first
      calculated from the date of execution of this Agreement, and calculated on
      a scale as follows:

            


    

     

    
      	
               
      

            	
              (a)

            	
              8%
      of the first $50,000,000.00 of Gross Revenue, or any part
      thereof,

            


    

     

    
      	
               
      

            	
              (b)

            	
              3%
      of the second $50,000,000.00 of Gross Revenue, or any part
      thereof

            


    

     

    
      	
               
      

            	
              (c)

            	
              1%
      of any and all Gross Revenue over
  $100,000,000.00.

            


    

     

    
      8% will
be the licensee fee on the first $50,000,000.00 of Gross Revenue providing that
Clenergen never charges anyone else a lesser percentage, and if so, then the 8%
will revert to the lowest of any percentage Clenergen charges for a license
fee.

       

    

    
      	
              8.2

            	
              Royalties
      payable under this agreement shall be paid in US Dollars within 30
      days of the end of each successive Quarterly
  Period.

            


    

     

    
      	
              8.3

            	
              At
      the same time as payment of royalties falls due, the Licensee shall submit
      or cause to be submitted to the Licensor a statement in writing recording
      the calculation of such royalties payable and
  due.

            


    

     

    
      	
              8.4

            	
              The
      Licensee shall keep proper records and books of account and be open at all
      times to inspection and audit by the Licensor (or its duly authorised
      agent or representative), who shall be entitled to take copies of or
      extracts from the same. If such inspection or audit should reveal a
      discrepancy in the royalties paid from those payable under this agreement,
      the Licensee shall immediately make up the shortfall and reimburse the
      Licensor in respect of any professional charges incurred for such audit or
      inspection.

            


    

     

    
      	
              8.5

            	
              The
      provisions of this clause 8 shall remain in effect notwithstanding
      termination or expiry of this agreement until the settlement of all
      subsisting claims by the Licensor.

            


    

     

    
      	
              9.

            	
              Protection
      of the Licensed Technologies

            


    

     

    
      	
              9.1

            	
              In
      the event that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              any
      Licensed Technology is attacked or opposed;
or

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      application for a patent is made by or any patent is granted to a third
      party by reason of which the third party may be granted, or may have been
      granted, rights which conflict with any of the rights granted to the
      Licensee under any Licensed Technology;
or

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      unlicensed activities are carried on by any third party which could
      constitute an infringement of any Licensed Technology;
  or

            


    

     

    
      	
               
      

            	
              (d)

            	
              any
      application is made for a compulsory licence under any Licensed
      Technology,

            


    

     

    the party
becoming aware of such a matter shall immediately notify the other of it and
upon the request of one party the other shall join it in taking all such steps
(if any) as may be desirable for the protection of the rights of the Licensor
under the Licensed Technologies. The expenses incurred in taking such steps and
any profits or damages which may be obtained shall be (in the absence of
agreement to the contrary) for the account of the Licensor.

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    
      	
              10.

            	
              Duration
      and termination

            


    

     

    
      	
              10.1

            	
              This
      agreement shall come into force on the date on which it is signed by both
      parties and shall, unless determined in accordance with clause 12.2,
      remain in force.

            


    

     

    
      	
              10.2

            	
              The
      Licensor shall have the right to terminate this agreement immediately by
      notice in writing to the Licensee in the event
  that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      Licensee fails to perform or observe any of its obligations under this
      agreement, provided that, in a case where the Licensor considers the
      breach to be remediable, such notice from the Licensor shall also require
      the Licensee to remedy such breach and if the Licensee so remedies within
      90 days of such notice being served, such notice to terminate this
      agreement shall be deemed to be void and of no effect;
  or

            


    

     

    
      	
               
      

            	
              (b)

            	
              an
      interim order is applied for or made, or a voluntary arrangement approved,
      or a petition for a bankruptcy order is presented or a bankruptcy order is
      made against the Licensee, or a receiver or trustee in bankruptcy is
      appointed of the estate of the Licensee or a voluntary arrangement is
      proposed or approved or an administration order is made, or a receiver or
      administrative receiver is appointed of any of the assets or undertaking
      of the Licensee , or a winding-up resolution or petition is passed or
      presented (otherwise than for the purposes of solvent reconstruction or
      amalgamation) or any circumstances arise which entitle the court or a
      creditor or the company or its directors to appoint a receiver,
      administrative receiver or administrator or to present a winding-up
      petition or make a winding-up order, or other similar or equivalent action
      is taken against or by the Licensee by reason of its insolvency or in
      consequence of debt;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Licensee challenges the validity of any of the Licensed
      Technologies;

            


    

     

    
      	
              10.3

            	
              In
      the event of expiry or termination of this agreement howsoever arising,
      and subject to any express provisions set out elsewhere in this
      agreement:

            


    

     

    
      	
               
      

            	
              (a)

            	
              all
      outstanding sums payable by the Licensee to the Licensor shall immediately
      become due and payable;

            


    

     

    
      	
               
      

            	
              (b)

            	
              all
      rights and licences granted pursuant to this agreement shall
      cease;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Licensee shall cease all and any exploitation of the Licensed Technologies
      and of any know-how provided by the Licensor to the Licensee, except
      insofar as such know-how ceases or has ceased to be confidential, unless
      this is or was as a consequence of the default of the
      Licensee;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      Licensee shall co-operate with the Licensor in the cancellation of all or
      any licences registered pursuant to this agreement and shall execute such
      documents and do all acts and things as may be necessary to effect such
      cancellation;

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      Licensee shall return promptly to the Licensor all technical and
      promotional material in its possession relating to the Product and the
      know-how, and all copies of such material to the extent such material
      remains confidential; and

            


    

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    
      	
              10.4

            	
              The
      expiry or termination of this agreement for any reason shall be without
      prejudice to the provisions of this clause 12 and to any rights of either
      party which may have accrued by, at or up to the date of such
      termination.

            


    

     

    
      	
              11.

            	
              Assignment
      and transfer of Licensed
Technologies

            


    

     

    
      	
              11.1

            	
              The
      Licensee shall not assign, transfer, mortgage, charge, encumber or
      otherwise deal in any other manner with this agreement or any of its
      rights and obligations under this agreement, or purport to do any of the
      same.

            


    

     

    
      	
              11.2

            	
              Should
      the Licensor seek to transfer its ownership of the Licensed Technologies
      to any other person then it shall serve written notice on the Licensee
      advising it of:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      fact that it wishes to transfer the Licensed Technologies and to whom;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      terms by which it intends to transfer the Licensed
      Technologies,

            


    

     

    and the
Licensee shall have the first option to acquire the ownership of the Licensed
Technologies on terms no less favorable than those being offered to the other
party to whom the Licensor wishes to transfer the Licensed
Patents.  .

     

    
      	
              12.

            	
              Unenforceability

            


    

     

    
      	
              12.1

            	
              If
      any provision of this agreement (or part of any provision) is found by any
      court or other body of competent jurisdiction to be invalid, unenforceable
      or illegal, the other provisions shall remain in
  force.

            


    

     

    
      	
              12.2

            	
              If
      any invalid, unenforceable or illegal provision would be valid,
      enforceable and legal if some part of it were deleted, the provision shall
      apply with whatever modification is necessary to give effect to the
      commercial intention of the
parties.

            


    

     

    
      	
              13.

            	
              Waiver

            


    

     

    No
failure or delay by a party to exercise any right or remedy provided under this
agreement or by law shall constitute a waiver of that (or any other) right or
remedy. No single or partial exercise of such right or remedy shall preclude or
restrict the further exercise of that (or any other) right or
remedy.

     

    
      	
              14.

            	
              Variation

            


    

     

    No
variation or agreed termination of this agreement or of any document referred to
in it shall be effective unless it is in writing and signed by or on behalf of
each of the parties.

     

    
      	
              15.

            	
              Further
      assurance

            


    

     

    The
parties shall (at their own expense) use all reasonable endeavors to procure
that any necessary third party shall execute such documents and perform such
acts as may reasonably be required for the purpose of giving full effect to this
agreement.

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    
      	
              16.

            	
              Entire
      agreement

            


    

     

    
      	
              16.1

            	
              This
      agreement (and any document referred to in it) constitutes the whole
      agreement between the parties and supersedes all previous agreements
      between the parties relating to its subject
  matter.

            


    

     

    
      	
              16.2

            	
              Each
      party acknowledges that, in entering into this agreement (and any document
      referred to in it), it has not relied on, and shall have no right or
      remedy in respect of, any statement, representation, assurance or warranty
      (whether made negligently or innocently) other than as expressly set out
      in this agreement.

            


    

     

    
      	
              16.3

            	
              Nothing
      in this clause 18 shall limit or exclude any liability for
      fraud.

            


    

     

    
      
        	
                17.

              	
                Notice

              
	 	 


      

    

    
      	
              17.1

            	
              Any
      notice required to be given hereunder by either party to the other shall
      be in writing and shall be served by sending the same by registered or
      recorded delivery post or facsimile to the registered office of the other
      party or to such other address as that party may have previously notified
      to the other as being the address for such service. Any notice sent by
      mail shall be deemed (in the absence of evidence of earlier receipt) to
      have been delivered 5 days after being mailed and, in proving the fact of
      mailing, it shall be sufficient to show that the envelope containing such
      notice was properly addressed, stamped and posted. Any notice sent by fax
      shall be deemed to have been delivered on the day following its
      despatch.

            


    

     

    
      Clenergen
Corporation

    

    5379
Lyons Road

    Suite
301

    Coconut
Creek, FL 33073 USA

    Attn:
Mark LM Quinn, Chairman

    


    
      BioPower
Corporation

    

    5379
Lyons Road

    Suite
301

    Coconut
Creek, FL 33073 USA

    
      Attn:
Robert D. Kohn, CEO

    

    


    
      A notice
or other communication required to be given under this agreement shall not be
validly given if sent by e-mail.

    

     

    
      	
              17.2

            	
              The
      provisions of this clause 19 shall not apply to the service of any
      proceedings or other documents in any legal
  action.

            


    

     

    
      	
              18.

            	
              Rights
      of third parties

            


    

     

    A person
who is not a party to this agreement shall not have any rights under or in
connection with it.

     

    
      	
              19.

            	
              Governing
      law and jurisdiction

            


    

     

    
      	
              19.1

            	
              This
      agreement and any dispute or claim arising out of or in connection with it
      or its subject matter or formation (including non-contractual disputes or
      claims) shall be governed by and construed in accordance with the laws of
      the State of Florida.

            


    

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    
      	
              19.2

            	
              The
      parties irrevocably agree that the courts of the State of Florida shall
      have exclusive jurisdiction to settle any dispute or claim that arises out
      of or in connection with this agreement or its subject matter or formation
      (including non-contractual disputes or
claims).

            


    

     

    This
agreement has been entered into on the date stated at the beginning of this
agreement.

    


    IN WITNESS WHEREOF, the parties hereto
have executed and delivered this agreement as a deed the day and year first
before written.

    


    
      
        
          
            	
                    CLENERGEN
      CORPORATION

                  
	 
      	 
      	 
      
	 
      	 
      	
                    Dated:   11-30-2010

                  
	
                    Mark
      LM Quinn, CEO

                  	 
      	 
      
	 
      	 
      	 
      
	
                    BIOPOWER
      CORPORATION

                  
	 
      	 
      	 
      
	 
      	 
      	
                    Dated:   11-30-2010

                  
	
                    Robert
      D. Kohn, CEO

                  	 
      	 
      


          

        

      

    

     

    
      
         


      

      
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