EXCLUSIVE
FULLY PAID UP LICENSE AGREEMENT

    


    Between


     

    GREEN
OIL PLANTATIONS LTD.

    


    And


     

    BIOPOWER
OPERATIONS CORPORATION

    


    January
27, 2011


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

       EXCLUSIVE FULLY PAID UP LICENSE
AGREEMENT

     

    This
Agreement (the "Agreement"), dated January 27, 2011 (the Effective Date) is
entered into by and between Green Oil Plantations Ltd., a United Kingdom
corporation and their affiliates, associates and successors (“Licensor” and
“Green Oil”), UK Head Office: The Colchester Centre, Hawkins Road, Colchester,
CO2 8JX, UK, Company number: 07205772, registered in England and Wales with a
registered address at 3 Warners Mill, Silks Way, Braintree, CM7 3GB, England and
BioPower Operations Corporation, a Nevada corporation, collectively, (“Licensee”
and “BioPower”) located at 5379 Lyons Rd. Suite 301, Coconut Creek, Florida
33073 USA. 

    


    WHEREAS, Licensor produces
high-density, short-rotation biomass crops on a commercial scale using
proprietary integrated farming methodologies and which can be harvested and sold
as wood chips or wood pellets for conversion to electricity or bio fuels and,
can provide Plantation Consulting, Soil Testing and Audit Services, Site
Inspection/Assessment, Nursery Establishment and Management, Plantation
Establishment and Management (including advanced pruning techniques), Financial
Feasibility Studies (capital, running costs, cash flow projections), Advanced
Jatropha Pruning/Harvesting Techniques (in over twenty countries around the
world), Enhancing Production in Poorly Producing Plantations, Location and
Assessment of Profitable Bio Fuel Investment Projects, Development of Jatropha
Bio Fuel, Biomass, and Renewable Energy Strategies, GPS Directed Mechanical
Planting, Harvesting & Pruning System Feedstock, and

    


    WHEREAS, Licensor can produce
from biomass power, steam, hydrogen, transport fuel, fertilizers, pesticides,
chemicals and other important products through advanced technologies,
and

    


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

    


    WHERAS, Licensee agrees to
establish Green Oil Plantations Americas, as a wholly-owned subsidiary of
BioPower to collaborate with Licensor in developing biomass projects in the
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 development, planting, project management,
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.

            	
              DEFINITIONS

            


    

     

    
      	
              1.1

            	
              The
      following are the defined terms as used 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.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    Common Stock: BioPower is a
privately held company which intends to file an S-1 registration statement to go
public on the U.S. markets.  The common stock issued will bear a
legend that it has not been registered.  A two (2) year lock-up
agreement will be a condition of the issued Common stock. 

     

    Exclusive Territory: North America, Central
America, South America, Caribbean and U.S. Territories.

    


    
      Field of
Use: Production of (i) high-density,
short-rotation biomass crops on a commercial scale using a proprietary
integrated farming methodology, (ii) power, steam, hydrogen, transport fuel,
fertilizers, pesticides, chemicals and other important products through advanced
gasification; steam technologies and any and all other technologies and (iii)
plantation consulting, soil testing and audit site inspection/
assessment, nursery establishment and management, plantation establishment and
management (including advanced pruning techniques), financial feasibility
studies (capital, running costs, cash flow projections), advanced Jatropha
pruning / harvesting techniques, enhancing production in presently poorly
producing plantations, location and assessment of profitable bio fuel investment
projects, development of Jatropha bio fuel, biomass, and renewable energy
strategies and GPS directed mechanical planting, harvesting & pruning system
feedstock.

    

     

      
        

      

    

     

    Gross
Revenue:  defined as the total amount of revenue paid to
Licensee less the costs for producing the revenue resulting from the use of
Licensed Technologies.

     

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

    

    
      
         

        
          

        

      

    

     

    License:  a fully
paid up exclusive license for fifty (50) years for the Exclusive
Territory.

     

    Licensed Technologies: any and
all technologies and processes, either owned by Licensor, patented by Licensor
or in which Licensor may have license rights to, and to which Licensor has the
right to sub license in the Exclusive Territory. Said Licensed Technologies are
attached hereto and made a part thereof, as Schedule I.

     

    Quarterly Period:  the standard
quarterly period of three (3) calendar months

     

    Royalty Rate: an agreed percentage of the
annual Gross Revenue of Green Oil Plantations Americas.

     

    
      	
              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.

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      	
              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 includes 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 for a
      period of fifty (50) years in exchange for one million (1,000,000) fully
      paid shares of Common Stock of BioPower.  Licensor and Licensee
      have agreed that this License shall be operated by BioPower under a
      Corporation to be formed in the State of Florida named Green Oil
      Plantations Americas Inc.

            


    

     

    
      	
              2.2

            	
              Licensee
      has the responsibility to arrange funding for all projects hereunder on a
      project by project basis.

            


    

     

    
      	
              2.3

            	
              Licensor
      and Licensee intend to form 50-50 joint ventures on a project by project
      basis.

            


    

     

    
      	
              2.4

            	
              The
      Licensee shall only have the right to grant sub-licences under this
      agreement to a subsidiary or joint venture companies of the
      Licensee.

            


    

     

    
      	
              2.5

            	
              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.

            


    

     

    
      	
              2.6

            	
              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.

            


    

     

    
      	
              2.7

            	
              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.

            


    

     

    
      	
              3.2

            	
              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.  


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    
      	
              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 Exclusive
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
      Exclusive 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

            


    

     

    
      	
               
      

            	
              (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.

            


    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      	
              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 wilful
      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.

            


    

     

    
      	
              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)

            	
              Five
      percent (5%) of the first $50,000,000.00 of Gross Revenue, or any part
      thereof,

            


    

     

    
      	
               
      

            	
              (b)

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

            


    

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
               
      

            	
               (c)

            	
              One
      percent (1%) of any and all Gross Revenue over
      $100,000,000.00.

            


    

     

    
      Five
percent (5%) will be the licensee fee on the first $50,000,000.00 of Gross
Revenue providing that Green Oil Plantations Ltd. never charges anyone else a
lesser percentage, and if so, then the five percent (5%) will revert to the
lowest of any percentage Green Oil Plantations Ltd. charges for a Royalty or
License Fee.

    

     

    
      	
              8.2

            	
              Royalties
      payable under this agreement shall be paid in US Dollars within
      thirty (30) days of the end of each 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.

     

    
      	
              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 after two (2) years in the event
      that:

            


    

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (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.

            


    

     

    
      	
              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

            


    

     

    
      	
              10.4

            	
              The
      Licensee shall have the right to terminate this agreement immediately by
      notice in writing to the Licensor after two (2) years in the event
      that:

            


    

     

    
      	
               
      

            	
              (a)

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

            


    

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (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 Licensor, or a receiver or trustee in bankruptcy is
      appointed of the estate of the Licensor 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 Licensor, 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 Licensor by reason of its insolvency or in
      consequence of debt, and

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      failure on the part of Licensor to provide an economically feasible proven
      business model for growing biomass crops and selling products derived from
      such biomass.

            


    

     

    
      	
              10.5

            	
              The
      expiry or termination of this agreement for any reason shall be without
      prejudice to the provisions of this Clause 10 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 favourable 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.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    
      	
              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 endeavours 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.

     

    
      	
              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 16 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 or email shall be deemed (in the absence of evidence of earlier
      receipt) to have been delivered five (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 dispatch.

            


    

     

    
      Green
Oil Plantations Ltd.

    

    3 Warners
Mill, Silks Way

    Braintree,
CM7 3GB, England

    Attn:
Patricia Ellis and Neville Burman

    Patricia
Ellis email: patricia@greenoilplantations.com

    Neville
Burman email:

    


    
      BioPower
Operations Corporation

    

    5379
Lyons Road

    Suite
301

    Coconut
Creek, FL 33073 USA

    
      Attn:
Robert D. Kohn, CEO

    

    
      Email:
rkohn@biopowercorp.com

    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              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 17 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.

            


    

     

    
      	
              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
Exclusive Fully Paid up License Agreement between Green Oil Plantations Ltd. and
BioPower Operations Corporation 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.

    


    
      
        
          
            	
                    GREEN
      OIL PLANTATIONS LTD.

                  	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	
                    Dated:

                  	
                    01/27/2011

                  
	
                    Patricia
      Ellis, Commercial Director

                  	 	 
      	 
      
	 
      	 	 
      	 
      
	
                    GREEN
      OIL PLANTATIONS LTD.

                  	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	
                    Dated:

                  	
                    01/27/2011

                  
	
                    Neville
      Burman, Operations Director

                  	 	 
      	 
      
	 
      	 	 
      	 
      
	
                    BIOPOWER
      OPERATIONS CORPORATION

                  	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	
                    Dated:

                  	
                    01/27/2011

                  
	
                    Robert
      D. Kohn, CEO

                  	 	 
      	 
      


          

        

      

    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    SCHEDULE
ONE

    


    Licensed
Technologies for exclusive use within the territories 

    defined
under the License Agreement

     

    
      	
              ·

            	
              The
      supply of high short-rotation biomass crop saplings produced from tissue
      culture and shipped as net potted plants, disease free at origin, with a
      lifespan in excess of years.

            


    

     

    
      	
              ·

            	
              The
      supply of a variety of saplings produced from cuttings and shipped as net
      potted plants, which can be harvested within 12-24 months from the date of
      planting and re-grow from their stub for up to 4 cycles before
      replanting.

            


    

     

    
      	
              ·

            	
              The
      right to all improved strains and/or mother
  stock

            


    

     

    
      	
              ·

            	
              The
      rights to other species of tree or grass that Licensor develops as an
      energy crop or for other valuable
products.

            


    

     

    
      	
              ·

            	
              The
      rights to the proprietary integrated farming methodology, growth
      promotants, fertilizers, pesticides, chemicals and other important
      products and any and all other technologies, plantation consulting, soil
      testing and audit site inspection/ assessment, nursery establishment and
      management, plantation establishment and management (including advanced
      pruning techniques), engineering, human resources and training
      services, financial
      feasibility studies (capital, running costs, cash flow projections),
      advanced pruning / harvesting techniques,  location and
      assessment of profitable bio fuel investment projects, development
      of  bio fuel, biomass, and renewable energy strategies and GPS
      directed mechanical planting, harvesting & pruning system
      feedstock, which will be billed at Licensor’s lowest sales
      price.

            


    

     

    
      	
              ·

            	
              Access
      to all due diligence documentation pertaining to agronomy and technologies
      used by Licensor for conversion of biomass to energy and other
      products.

            


    

     

    
      	
              ·

            	
              The
      right to license any and all future renewable conversion technologies that
      may be developed and used by Licensor in the
  future.

            


    

     

    
      	
              ·

            	
              The
      use of Licensor’s marketing materials branded for distribution by
      Licensor, subject to pre-approval and strict guidelines of
      Licensor.

            


    

     

    
      
         


      

      
        12