MEMORANDUM
OF AGREEMENT

      


      This
AGREEMENT, executed at Kalinga, Philippines, on this 9th day of
December, 2010, between:

      


      CLENERGEN PHILIPPINES CORPORATION,
a Philippine corporation organized under Philippine laws with office
address at Unit 311, The Annex, No. 24 Gen. Araneta Street, San Antonio Village,
Pasig City, Philippines, herein represented by its Chairman, MR. MIGUEL Z. PATOLOT and
herein referred to as “CLENERGEN”

      


      and

      


      APAYAO STATE COLLEGE, a
Philippine State College duly organized and existing under and by virtue of the
laws of the Republic of the Philippines, with office address at Conner, Apayao,
represented  by its President,  DR. ZACARIAS BALUSCANG,
JR.;

      


      And

      


      KALINGA-APAYAO STATE COLLEGE,
a Philippine State College duly organized and existing under and by
virtue of the laws of the Republic of the Philippines, with office address at
Tabuk, Kalinga, represented herein by its President, DR. EDUARDO T. BAGTANG,
hereinafter collectively referred to as “ASC AND KASC”


      


      WHEREAS, on the invitation of
ASC AND KASC, a Clenergen technical team previously visited Apayao State College
and Kalinga-Apayao State College to undertake ocular inspection and consultative
meetings for a possible partnership among the parties, together with National
Power Corporation (NPC) for the conduct of a biomass power feasibility study in
the areas where ASC AND KASC operate

      


      WHEREAS, the coverage areas of
ASC AND KASC are among the priority areas of the National Power Corporation for
electrification under its SPUG Program and that Clenergen, in collaboration with
the NPC and ASC AND KASC, is willing to conduct biomass to electricity
feasibility study

      


      WHEREAS, the Feasibility Study
shall be funded, organized and managed by Clenergen until its
completion

      


      WHEREAS, ASC AND KASC, being
consumers of electricity, are major users and are in a position to conduct
studies focusing on agricultural waste biomass for renewable energy
generation;

      


      WHEREAS, during the visit,
Clenergen and the state colleges agreed to collaborate on:

      


       (1)  Identification,
utilization of agri wastes for bioenergy generation in Kalinga-Apayao;
and

       (2)  Field
study of Bayug, a bamboo specie, as a potential biomass energy
crop.


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      NOW, THEREFORE, for the
purpose above mentioned, the Parties agree on the foregoing:

      


      OBJECTIVES

      


      Short
Term: January-June 2011

       

      
        	
                 
      

              	
                a)

              	
                To
      provide research based knowledge to Clenergen for sourcing 4000 tons per
      annum of agricultural waste biomass in the Apayao-Kalinga region, to
      supply a 500KW/h biomass gasification power
  plant.

              


      

       

      
        	
                 
      

              	
                b)

              	
                To
      provide research into transportation and logistics of surplus agricultural
      waste biomass to other regions and
islands

              


      

       

      Scope
of Work

       

      
        	
                 
      

              	
                1.

              	
                Undertake
      inventory of biomass resources in Kalinga-Apayao region covering agri and
      forestry waste among others.

              


      

      
        	
                 
      

              	
                2.

              	
                Establish
      harvesting schedules and volume of agri and forestry waste
      available

              


      

      
        	
                 
      

              	
                3.

              	
                Evaluate
      current usage and value of agricultural
waste

              


      

      
        	
                 
      

              	
                4.

              	
                Conduct
      feasibility study of transportation of agri waste to the location of
      biomass power plants to be constructed in the region, as well as
      transportation routes to the deep sea
port.

              


      

      
        	
                 
      

              	
                5.

              	
                Calculate
      the average cost of transportation per km and cost of storage both at the
      power plant and the port.

              


      

      
        	
                 
      

              	
                6.

              	
                Calculate
      the cost of barge transportation from various regions/islands to Romblon
      and Palawan.

              


      

      
        	
                 
      

              	
                7.

              	
                Conduct
      tests on the average moisture content of the agricultural waste and
      possible inexpensive drying
techniques.

              


      

       

      Long
Term: (Timeline to be determined)

       

      
        	
                 
      

              	
                c)

              	
                To
      locate different varieties of Bayug bamboo in Philippines and establish a
      clonal farm.

              


      

       

      
        	
                 
      

              	
                d)

              	
                To
      monitor field trials at the clonal farm for the purpose of establishing an
      elite variety of Bayug for multiplication through tissue
      culture.

              


      

       

      The timeline and scope of work
(below) will be subject to the following conditions
precedent:

       

      
        	
                 
      

              	
                i)

              	
                The
      availability of suitable  land in the region for large scale
      commercial energy
crop  plantation

              


      

      
        	
                 
      

              	
                ii)

              	
                Comparative
      analysis of Bayug bamboo yields to other indigenous strains of
      bamboo

              


      

      
        	
                 
      

              	
                iii)

              	
                The
      practicality, timeline and cost of producing bamboo from tissue culture
      practices

              


      

      


      Scope
of Work

       

      
        	
                 
      

              	
                1.

              	
                Visit
      different regions and islands where Bayug is located and take cuttings
      from existing varieties for propagation and planting in the clonal farm.
      Target as many varieties from different
  locations.

              


      

      
        	
                 
      

              	
                2.

              	
                Maintain
      a database for recording the date and location of each Bajug variety and
      label each cutting with the appropriate
  information.

              


      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                3.

              	
                Erect
      a small shaded nursery facility and plant the cuttings in poly bags for
      secondary hardening (12 weeks).

              


      

      
        	
                 
      

              	
                4.

              	
                Evaluate
      various sites for the clonal farm through soil tests and water
      analysis.

              


      

      
        	
                 
      

              	
                5.

              	
                Select
      a 10 hectare clonal farm site for planting the Bajug saplings for field
      trials (with access to
electricity).

              


      

      
        	
                 
      

              	
                6.

              	
                Construct
      one bore well/pump and Install irrigation piping and fencing around the
      site.

              


      

      
        	
                 
      

              	
                7.

              	
                Consult
      with various Microbiologists with regards to the correct balance of
      fertilizers to compliment the soil type and growing conditions of Bayug,
      along with a pesticide program.

              


      

      
        	
                 
      

              	
                8.

              	
                Supply
      liquid fertilizer using the irrigation system on a regular
      basis

              


      

      
        	
                 
      

              	
                9.

              	
                Prepare
      a site Plan with 4 different spacing trials of 2.5 hectares
      each.

              


      

      
        	
              	
                10.

              	
                Establish
      field charts for each variety and record the dates on which they were
      planted.

              


      

      
        	
              	
                11.

              	
                Maintain
      the clonal farm site using best agronomy practices including but not
      limited to tree and branch trimming, weeding and pest
      controls.

              


      

      
        	
              	
                12.

              	
                Maintain
      detailed monthly statistical data on each variety
  planted

              


      

      


      Responsibilities
of the Parties

      


      Responsibilities of the ASC
AND KASC:

      


      
        	
                 
      

              	
                1.

              	
                Provide
      Clenergen with Additional Information to the Concept paper marked as Annex
      A –“Utilization of agricultural waste biomass for bioenergy
      generation”

              


      

      
        	
                 
      

              	
                2.

              	
                Revise
      the  Information to the Concept paper marked as Annex C
      –“Production of Bajug for Biomass Application” to reflect the objectives
      and scope of work

              


      

      
        	
                 
      

              	
                3.

              	
                Expected
      milestones/deliverables per month or per quarter whichever is
      appropriate

              


      

      
        	
                 
      

              	
                4.

              	
                Submit
      monthly status reports

              


      

      
        	
                 
      

              	
                5.

              	
                Allow
      the use of the facilities and manpower of the ASC AND
  KASC

              


      

      
        	
                 
      

              	
                6.

              	
                Ensure
      the completion of projects in accordance with the terms of reference,
      scope of work and timelines
provided.

              


      

      
        	
                 
      

              	
                7.

              	
                To
      prepare the terminal report at the completion of the
    project

              


      

      
        	
                 
      

              	
                8.

              	
                To
      allow Clenergen to undertake activities that is consistent with the
      provisions of this Agreement.

              


      

      


      Responsibilities of
Clenergen:

      


      
        	
                 
      

              	
                1.

              	
                To
      conduct a review of Batug Bamboo as energy crop and development of a
      clonal farm for evaluation and selection of a variety for tissue culture
      mass multiplication.

              


      

      
        	
                 
      

              	
                2.

              	
                Provide
      ASC AND KASC with research parameters and other information as appropriate
      and necessary for the betterment of the
project

              


      

      
        	
                 
      

              	
                3.

              	
                To
      link ASC AND KASC with the other research network of Clenergen with the
      intent of contributing positively to the results of the
      project

              


      

      
        	
                 
      

              	
                4.

              	
                To
      provide the funding required to perform the tasks under the scope of
      work.

              


      

      
        	
                 
      

              	
                5.

              	
                To
      provide assistance of Clenergen Agronomy Experts when deemed necessary to
      enhance the value of the project

              


      

      
        	
                 
      

              	
                6.

              	
                To
      cover any and all cost associated with the registration of intellectual
      property rights arising from the research project, including the
      establishment of trademark

              


      

      
        	
                 
      

              	
                7.

              	
                To
      review project as it progresses and come up with schemes to enhance
      whatever business values that will be
generated

              


      

      
        	
                 
      

              	
                8.

              	
                To
      provide supervision to facilitate the completion of specific
      projects.

              


      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      Other
Provisions:

      


      
        	
                 
      

              	
                1.

              	
                All
      Data, statistics, reports and other information that results from the
      scope of work will be equally accessible to all parties to this
      Agreement.

              


      

      
        	
                 
      

              	
                2.

              	
                Intellectual
      Property rights generated from this project shall be the exclusive
      property of Clenergen

              


      

      
        	
                 
      

              	
                3.

              	
                Carbon
      credits that may be generated from SPUG projects in the region shall be
      considered by Clenergen for research and development purposes in Kalinga
      and Apayao, among others.

              


      

      
        	
                 
      

              	
                4.

              	
                All
      commercial activities arising from this Agreement will handled by
      Clenergen

              


      

      
        	
                 
      

              	
                5.

              	
                This
      agreement and all subsequent agreements shall be subject to the provisions
      of the Memorandum of Agreement mentioned in the
  Premises.

              


      

      
        	
                 
      

              	
                6.

              	
                In
      case of conflict between the provisions of this Agreement and the
      provisions of agreement for specific project to be entered into by the
      herein, the Parties agree towards the amicable
  settlement

              


      

      
        	
                 
      

              	
                7.

              	
                This
      Agreement has a term of (1) year renewable for another  one (1)
      year by mutual agreement by the
parties.

              


      

      
        	
                 
      

              	
                8.

              	
                Sign
      a Non-Disclosure Agreement for information monitoring and control purposes
      per attached (Annex D)

              


      

      


      IN WITNESS whereof each of the
parties hereto has caused this Agreement to be executed the day and year written
below.

      


      
        	
                /s/ Miguel Z. Patolot

              	
                         

              	
                /s/Dr. Zacarias A. Blauscang,
      Jr.

              	
                      
                           

                

              	
                 /s/Dr. Eduardo T.
Bagtang

              
	
                MIGUEL
      Z. PATOLOT

              	 
      	
                DR.
      ZACARIAS A. BALUSCANG, JR

              	 
      	
                DR.
      EDUARDO T.  BAGTANG

              
	
                Chairman

              	 
      	
                President

              	 
      	
                President

              
	
                Clenergen
      Philippines Corporation

              	 
      	
                Apayao
      State College

              	 
      	
                Kalinga
      State College

              


      

       

      WITNESSED
BY:

       

      
        
          
            
              	
                      /s/Mark LM Quinn

                    	 
      	 
      	
                      /s/Emerson V. Barcellano

                    
	 
      	 
      	 
      	 
      
	
                      MARK
      LM QUINN

                    	 
      	 
      	
                      EMERSON
      V. BARCELLANO

                    
	
                      Executive
      Chairman

                    	 
      	 
      	
                      Chairman,
      Forestry Department

                    
	
                      Clenergen
      Corporation US

                    	 
      	Kalinga-Apayao
      State College


            

          

        

      


      
        
           


        

        
          4

          
            

          

        

        
           


        

      

       

      ACKNOWLEDGMENT

      


      
        	
                Republic of the Philippines

              	
                )

              
	 
      	
                ) S.S.

              


      

      


      BEFORE ME, a Notary Public for
and in ______________, on this _____ day of _________________, personally
appeared the following: 

      


      
        
          
            	
                    Name

                  	
                    CTC No. /Passport No.

                  	
                    Date/Place
Issued

                  


          

        

      

      


      Miguel
Z. Patolot

      Dr.
Zacarias A. Baluscang, Jr.

      Dr.
Eduardo T. Bagtang

      


      all known
to me to be the same persons who executed the foregoing instrument and they
acknowledged to me that the same is their free and voluntary act and
deed. 

      


                  The
foregoing instrument is an Agreement consisting of five (5) pages, including
this page on which the Acknowledgment is written, the parties and their
witnesses having affixed their signatures on all pages.  

      


      IN WITNESS WHEREOF, I have
hereunto set my hand and affixed my notarial seal at the place and on the date
first above written. 

      


      Doc.
No.  _____ ;

      Page No.
_____ ;

      Book No.
_____ ;

      Series of
2010


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      ANNEX A

      


      UTILIZATION
OF AGRICULTURAL WASTE BIOMASS

      FOR
BIOENERGY GENERATION

      


      Proponents:

      


      Apayao
State College (ASC) - Research and Development, Conner, Apayao

      Kalinga-Apayao
State College (KASC) - Research and Development, Tabuk, Kalinga

      


      Duration:  Six (6)
months

      


      Project Cost:

      


      EXECUTIVE
SUMMARY:

      


      The
provinces of Kalinga and Apayao have about 199, 129 hectares of agricultural
production area for rice, corn and coconut. This generates a huge amount of
by-products and residues that can be used to generate energy year round.
Agricultural wastes in these provinces offer huge biomass potential utilization.
These major biomass/wastes resources are rice hull/ husk, rice straw, corn cobs,
corn husks, coconut wastes, and other agricultural residues.

      


      Rice hull
accounts for about 20% of the rice production while rice straws are field wastes
after the harvesting of rice and at harvest, a 5-ton rice straw produced from 5
tons of palay. Corn cobs and husk are biomass wastes after removing the kernels.
The major coconut wastes include coconut shell (12%), coconut husks (35%) and
coconut coir dust. The coconut tree also sheds its mature fronds of about 40
from time to time that weigh about 10 kg each.

      


      Consumption
of rice paddy straw can generate 2.6 kg/kWh, and the electricity production from
12.4 million tons paddy straw could be 4,770 GWh for power generation and around
1.8 to 2.8 kg of rice husk are necessary to produce 1 kWh of electricity. The
primary energy content of corn husk is 60,000 GJ/4.8Mtons and coconut shell and
leaves was found to be 104,400 GJ/5.8M tons.

      


      
        	
                I.

              	
                INTRODUCTION

              


      

      


      The
provinces of Kalinga and Apayao, being agricultural provinces in the Cordillera
Administrative Region grow crops like rice, corn, coconut, banana, pineapple,
bamboo, fruit and tree crops. About 199, 129 hectares of agricultural production
is devoted for rice, corn and coconut. This generates a huge amount of
by-products and residues that may be used to generate energy and development of
other products year round. Agricultural wastes in these provinces offer huge
biomass potential utilization.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      

      


      Agricultural
wastes are produced as a result of various agricultural operations. They include
wastes from farms, harvest waste, manure and other agricultural
residuals.  In the provinces of Apayao and Kalinga, the major wastes
produced are rice hull, rice straws, corn cobs, corn husks, coconut wastes and
other agricultural residues. These are usually burn or left to rot in the
fields.

      


      Alternatively,
energy sources should be tapped from these rich agricultural resources of the
province primarily the agricultural waste that can help fulfil the acute energy
demand and sustain economic growth.


      


      II.   BIOMASS
RESOURCES IN KALINGA AND APAYAO

      


      The
dominant economic opportunities and activities in the provinces of Kalinga and
Apayao are agriculture based, i.e. farming, poultry/livestock raising, and
weaving/carpentry/woodworks.  Rice, corn, banana, coconut and sugar
cane are the most abundant crops planted in the provinces. On the other hand,
the major biomass/wastes resources are rice hull/husk, rice straw, corn cobs,
corn stalks, coconut wastes, and other agricultural residues.

      Rice Hull and Rice
Straws.  Rice hull is a processing by-product of rice milling
and accounts for about 20% of the rice production while rice straws are field
wastes after the harvesting of rice. The country also has more than 12,000 rice
mills spread throughout the country. These processing centers are the point
sources of rice hull each year. Moreover, at harvest, a 5-ton rice straw
produced from 5 tons of palay can provide 25-40 kg nitrogen, 3-6 kg phosphorus,
60-85 kg potassium, 2-5 kg sulfur, 200-350 kg silicon, 2,000 kg carbon, and
several other nutrients, upon total decomposition

      


      Corn Cobs and Corn husks.
Corn cobs and husks are biomass wastes after removing the
kernels.

      


      Coconut Wastes .The major
coconut wastes include coconut shell (12%), coconut husks (35%) and coconut coir
dust. Among the three forms, coconut shell is the most widely utilized but the
reported utilization rate is very low. The most common use is shell charcoal
that are also exported and converted into activated carbon. The coconut tree
also sheds its mature fronds of about 40 from time to time that weighs about 10
kg each. It will take 5-6 years before the fronds mature which is one of the
field biomass. It is usually used as firewood for household cooking after
removing the leaves.


      


      Production
Area by Commodity (in Hectares)

      


      About
199, 129 hectares of agricultural production is devoted for rice, corn and
coconut that could provide large amount of by-products and residues for energy
generation.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      

       

      Table
1. Production Area of Rice, Corn and Coconut in Apayao and Kalinga
Provinces

      


      
        
          
            
              
                
                  	
                          Apayao

                        
	
                          Commodity

                        	
                          Production
      Area ( Has)

                        	
                          Cropping
      Intensity

                        
	
                          Palay

                        	
                          89,130

                        	
                          twice
      a year

                        
	
                          Corn

                        	
                          5,121

                        	
                          twice
      a year

                        
	
                          Coconut

                        	
                          268

                        	
                          perennial
      plantation
crop

                        


                

              

            

          

        

      

      


      
        
          
            
              
                
                  
                    	
                            Kalinga

                          
	
                            Commodity

                          	
                            Production
      Area ( Has)

                          	
                            Cropping
      Intensity

                          
	
                            Palay

                          	
                            130,000

                          	
                            twice
      a year

                          
	
                            Corn

                          	
                            10,000

                          	
                            twice
      a year

                          
	
                            Coconut

                          	
                            250

                          	
                            perennial
      plantation
crop

                          


                  

                

              

            

          

        

      

      Source:
Compendium by Sectoral Commodity & field survey, 2007

      


      
        	
                 
      

              	
                II.

              	
                METHODOLOGY

              


      

      


      It is the
intent of this proposal to use the student resource of Apayao and Kalinga to
undertake this inventory, the research efforts being integrated with the
student’s research and education program.

      


      The
inventory would cover, among others, the following agro-industries residues and
forest resource:

      


      
        	
                 
      

              	
                a.

              	
                Paddy
      Straw

              


      

      
        	
                 
      

              	
                b.

              	
                Rice
      husk

              


      

      
        	
                 
      

              	
                c.

              	
                Maize
      husk

              


      

      
        	
                 
      

              	
                d.

              	
                Cassava
      stem

              


      

      
        	
                 
      

              	
                e.

              	
                Cane
      trash

              


      

      
        	
                 
      

              	
                f.

              	
                Peanut
      shells

              


      

      
        	
                 
      

              	
                g.

              	
                Coconut
      shells& leaves

              


      

      
        	
                 
      

              	
                h.

              	
                Coffee
      husk

              


      

      
        	
                 
      

              	
                i.

              	
                Wood
      Residues (sawmill)

              


      

      
        	
                 
      

              	
                j.

              	
                Municipal
      wastes (combustible part)

              


      

      
        	
                 
      

              	
                k.

              	
                Firewood

              


      

      
        	
                 
      

              	
                l.

              	
                Others:

              


      

      
        	
                 
      

              	
                ·

              	
                Indigenous
      Bamboo

              


      

      
        	
                 
      

              	
                ·

              	
                Forest
      Trees and secondary growth

              


      


      
        
           


        

        
          8

          
            

          

        

        
           


        

      

      


      The study
will identify:

      


      
        	
                 
      

              	
                a.

              	
                Industry
      forest, agri resource available;

              


      

      
        	
                 
      

              	
                b.

              	
                Specific
      location of such resource;

              


      

      
        	
                 
      

              	
                c.

              	
                Potential
      biomass amount;

              


      

      
        	
                 
      

              	
                d.

              	
                Logistics
      consideration –

              


      

      
        	
                      
                  i.

                

              	
                 

              	
                Hauling
      and freight costs

              


      

      
        	
                      
                  ii.

                

              	
                 

              	
                Partnership
      and community mobilization

              


      

      
        	
                      
                  iii.

                

              	
                 

              	
                Feasibility
      of agri waste collection center

              


      

      
        	
                 
      

              	
                e.

              	
                Governmental
      approvals and documentation

              


      

       

      IV.   BUDGETARY
REQUIREMET

       

      To
undertake such study, the following budgetary requirements will be
needed:

       

      
        
          
            
              
                
                  
                    
                      
                        	
                                Particulars

                              	 	
                                Budget
      (Php.)

                              	 
	
                                1.   Traveling
      Expenses

                              	 	 	90,000.00	 
	
                                2.   Supplies

                              	 	 	10,000.00	 
	
                                3.   Communication

                              	 	 	5,000.00	 
	
                                4.   Monitoring

                              	 	 	60,000.00	 
	
                                Total

                              	 	 	165,000.00	 


                      

                       

                    

                  

                

              

            

          

        

      

      V.   TIMELINES

       

      The study
will be conducted within four (4) months from approval of the
study.  January to April 2011 will be the targeted
period.

       

      VII.   PERFORMANCE
BASED

       

      The study
will be performed based and payment will be distributed as follows:

       

      25% upon
approval of proposal

      25% upon
submission and approval of first report

      40% upon
submission and approval of second report

      10% upon
submission and acceptance of final report


      
        
           


        

        
          9

          
            

          

        

        
           


        

      

       

      ANNEX
B

      
        
           

          AGRIWASTE
BUDGET

        

         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              	 
      	 	
                                                                      MONTHS

                                                                    	 
	 	 	
                                                                      January

                                                                    	 	 	
                                                                      February

                                                                    	 	 	
                                                                      March

                                                                    	 	 	
                                                                      April

                                                                    	 	 	
                                                                      May

                                                                    	 	 	
                                                                      June

                                                                    	 	 	
                                                                      TOTAL

                                                                    	 
	      
                                                                      A.
      Staff

                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                           -
      Study Leader - 5@7,200/Mo

                                                                    	 	 	36,000	 	 	 	36,000	 	 	 	36,000	 	 	 	36,000	 	 	 	36,000	 	 	 	36,000	 	 	 	216,400	 
	
                                                                           -
      Research Assistant - 4@6000/mo

                                                                    	 	 	24,000	 	 	 	24,000	 	 	 	24,000	 	 	 	24,000	 	 	 	 	 	 	 	 	 	 	 	96,000	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                      Sub-total

                                                                    	 	 	26,400	 	 	 	38,400	 	 	 	38,400	 	 	 	26,400	 	 	 	14,400	 	 	 	14,400	 	 	 	158,400	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                      B.
      Traveling expenses

                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                           -
      Research assistant (clerk) -2@300/day x 22 days

                                                                    	 	 	 	 	 	 	 	 	 	 	13200	 	 	 	13200	 	 	 	13200	 	 	 	 	 	 	 	39600	 
	
                                                                           -
      Project Staff - 5@240/day x 11 days

                                                                    	 	 	6000	 	 	 	2400	 	 	 	2400	 	 	 	2400	 	 	 	 	 	 	 	 	 	 	 	13200	 
	
                                                                           -
      Student Researcher - 5@200/day x 8 days/mo.

                                                                    	 	 	 	 	 	 	8000	 	 	 	8000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	16000	 
	
                                                                           -
      Transprotation Cost

                                                                    	 	 	1500	 	 	 	3200	 	 	 	5000	 	 	 	6500	 	 	 	5000	 	 	 	 	 	 	 	21200	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                      Sub-Total

                                                                    	 	 	7500	 	 	 	13600	 	 	 	28600	 	 	 	22100	 	 	 	 	 	 	 	 	 	 	 	90,000.00	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                      C.
      Supplies

                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                            -
      Bond paper, pens, paper, record book, folders

                                                                    	 	 	10,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	10,000	 
	
                                                                                 HP
      ink, pencil, battery

                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                      Sub-total

                                                                    	 	 	10,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	10,000	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                      d.
      Communications

                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                             -
      Pre-paid cards (Broadband, smartbro load)

                                                                    	 	 	500	 	 	 	900	 	 	 	900	 	 	 	900	 	 	 	900	 	 	 	900	 	 	 	5000	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                      Sub-Total

                                                                    	 	 	500	 	 	 	900	 	 	 	900	 	 	 	900	 	 	 	900	 	 	 	900	 	 	 	5000	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                      e.
      Monitoring, Meetings, Repert preparation, etc

                                                                    	 	 	7000	 	 	 	7000	 	 	 	7000	 	 	 	12000	 	 	 	15000	 	 	 	12000	 	 	 	60000	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                      Sub-Total

                                                                    	 	 	7000	 	 	 	7000	 	 	 	7000	 	 	 	12000	 	 	 	15000	 	 	 	12000	 	 	 	60000	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                      TOTAL

                                                                    	 	 	50,900	 	 	 	59,000	 	 	 	74,000	 	 	 	60,500	 	 	 	29,400	 	 	 	26,400	 	 	 	318,400	 
	
                                                                      Miscellaneous
      Expenses (15%)

                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	47,760.00	 
	
                                                                      GRAND
      TOTAL

                                                                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	542,800.00	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	8,321.82	 


                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
          10

          
            

          

        

        
           


        

      

      


      ANNEX
C


      


      Project
Proposal:

      Production
of Bayog (Dendrocalamus
merrillianus (Elm.)

      for
Biomass Applications


      


      Proponent:
Apayao State College- Research and Development Foundation

      


      Duration:  (to
be determined)

      


      Project
Cost:  (to be determined)

      


      Summary:

      Bayog (Dendrocalamus merillanus
Elm.) is a clump
forming and erect bamboo which is endemic to the Philippines. It is widely
distributed in Northern Luzon. It is widely  grown and utilized in the
province of Apayao.

      Bamboo
like bayog, is one of
the fastest growing-woody plant on Earth. Unlike trees, bayog bamboo species have the
potential to grow to full height and girth in a single season of 3-4 months.
During this first season, the clumps of young shoots grow vertically, with no
branching. In the next year, the pulpy wall of each culm or stem slowly dries
and hardens. The culm begins to sprout branches and leaves from each node.
During the third year, the further hardens. The shoot is now considered a fully
mature culm.

      Bamboo
such as bayog, is known to produce greater biomass and 30% more oxygen than
hardwood forest of comparable size (Klienhenz and Midmore , 2001) based
on  age class distribution of bamboo stems.  Results showed
that for most species culms are distributed between four years of growth. Their
average total biomass is 130-142 t/ha can therefore
re-work to show a maximum annual productivity of between 32 and 36 t/ha.

      Furthermore,
bamboo like those of bayog is more productive than many other candidate
bioenergy crops, it shares a number of desirable fuel characteristics with
certain other bioenergy feedstock, such as ash content and alkali index. Its
heating value is higher than most of agricultural residues, grasses and
straws.

      In terms
of their chemical properties, Monsalud and Nicolas (1958) found that bamboo
species like bayog,
contain ash, silica and pentosans than woods. Semana et al. (1967) found that the
Philippine bamboos had higher ash and silica content than those of Asian
bamboos, but lower lignin content than the Indian species. The silica content
increases in a linear fashion from internode 2 of the butt portion (1.6%) to
internode 30 (9.9%) in B. blumeana (Espiloy,
1983).

      Results
of studies on physical and mechanical properties  (Espiloy &
Sasondoncillo, 1976, 1978; Espiloy et al., 1979; Espiloy &
Robillos, 1985) showed a general increase in strength
properties towards the top portion of the culm of bamboo species. This
trend could be attributed to the corresponding increase in specific
gravity and fibrovascular bundle frequency (Espiloy et al.,
1986). 


      
        
           


        

        
          11

          
            

          

        

        
           


        

      

      


      
        	
                 
      

              	
                I.

              	
                INTRODUCTION

              


      

      


      Bayog (Dendrocalamus merillanus) is
a species of bamboo widely grown and utilized in the province of Apayao. It
belongs to grass family Poaceae, subfamily Bambusoideae, tribe Bambuseae, which has woody
stem or culm arising from rhizomes. The culms that grow in clumps are
essentially cylindrical and consist of nodes and internodes.

      


      This
erect and clump forming, attains a maximum height 15 m and a maximum diameter of
12 cm. It has green, smooth internodes, 15-30 cm long, with thick walls. Unlike
other erect bamboos, the stem of this species usually bend due to its pliable
nature forming a wider canopy of the clump. As such, most farmers plant bayog near their house or in
their farm house as evident in most farm house in Northern Luzon. This serves as
shade where farming families share their food together during lunch time. Others
used it as a fence due to its spiny branches.

      


      Bayog has wide range of
adaptation that it can thrive even in marginal areas. It is best grown near
rivers or in damp areas. It can be propagated from stem cuttings or from rooting
branches. Accordingly, farmers experienced that the rooted branches has greater
survival than stem cuttings.

      


        Bayog has been part of every
farming families in the Apayao and other parts of Northern Luzon. The young
shoots  are used as food and can be processed as pickles popularly
known as Atsara.
Matured stems are used in building constructions due to its pliability and thick
internode walls. Farmers used the stem for tying purposes. Trimmings of bamboos
are used as fuel wood and can be processed as charcoal briqutte. Some folks used
the leaves for medicinal purposes.

      


      Bamboo is
used in nearly every aspect of daily life. Its importance is better felt
and understood in areas where it abounds or where timber and
other traditional construction materials are not readily available or
are extremely expensive. It supports many major industries such as housing
and construction, handicraft and furniture, fishing, banana, food
production and paper. Bamboo has also been used for musical
instruments, for ornamental purposes and as a landscape material. As a
reforestation species, it helps control erosion and stabilize river banks.
It also helps preserve the ecological balance of an area. Bamboo has
become a popular material for these and other purposes because of its
availability, workability and low cost. Unlike timber which requires a
growing period of 20 years or more, bamboos can be harvested for use
at the age of three years

      


      Due to
the versatility of this giant grass, it is known as the "poor man’s timber", the
"cradle to coffin plant" and "green gold" bamboo has and still provides, the
materials needed for existence. Bamboo is also an eminently renewable resource;
under the right conditions they display prodigious rates of growth some species
can produce culms 40m high and 30 cm in diameter in just four
months.


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      
        	
                II.

              	
                REVIEW
      OF LITERATURE

              


      

      


      Geographical
Distribution and Taxonomy

      


      Bayog
(Dendrocalamus merillanus
Elm) is clump-forming, erect bamboo species. It is widely distributed in
the Provinces of Northern Luzon. Clumps are densely tufted irregularly raised
above the ground with aerials roots on lower portions of culms.

      


      Growth

      


      Bamboos
such as bayog,  are the fastest-growing woody plant. They are capable
of growing up to 60 cm (24 in.) or more per day due to a unique
rhizome-dependent system. However, this astounding growth rate is highly
dependent on local soil and climatic conditions. Unlike trees, all bamboo have
the potential to grow to full height and girth in a single season of 3-4 months.
During this first season, the clumps of young shoots grow vertically, with no
branching. In the next year, the pulpy wall of each culm or stem slowly dries
and hardens. The culm begins to sprout branches and leaves from each node.
During the third year, the further hardens. The shoot is now considered a fully
mature culm.

      


      Site
Requirement and Cultural Management

      


      Bamboo
grows in a wide range of sites and elevations. The clump forming species like
Bayog,
Kawayan Tinik and Kawayan Kiling predominate in low to medium altitudes. It
grows at an elevation range from seal level to 1500 m above sea level. Altitude
affects the distribution of bamboo with respect to from or type.

      


      Chemical
Properties

      


      Monsalud
and Nicolas (1958) found that bamboos contain ash, silica and pentosans than
woods. Semana et al.
(1967) found that the Philippine bamboos had higher ash and silica
content than those of Asian bamboos, but lower lignin content than the Indian
species. The silica content increases in a linear fashion from internode 2 of
the butt portion (1.6%) to internode 30 (9.9%) in B, blumeana (Espiloy, 1983).
Shoots of three age levels (7, 10 and 15 days after emergence) of different
bamboo species were chemically analyzed by Gonzales and Apostol(l978) for
nutrient components. Results showed that the age level had no relation to the
nutrient contents of the shoots which were largely similar,



      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      Physical
and Mechanical Properties

      


      The
mechanical properties of six species, namely, B. blumeana, B. vulgaris, D.
merilliamus, G.aspera, G. laevis and S. lumampao have been studied so far
at the FPRDI as reported by Siopongco and Munandar (1987). Results of
these studies (Espiloy & Sasondoncillo, 1976, 1978; Espiloy et
al., 1979; Espiloy & Robillos, 1985) showed a general increase in
strength properties towards the top portion of the culm. This
trend could be attributed to the corresponding increase in specific
gravity and fibrovascular bundle frequency (Espiloy et al.,
1986). 

      


      Biomass

      


      Bamboos  like
clump forming species like Bayog,
Kawayan Tinik and Kawayan Kiling predominate in low to medium
altitudes,  are the fastest growing woody plant on Earth. It is known
to produce greater biomass and 30% more oxygen than hardwood forest of
comparable size.   Literature on bamboo productivity is scarce,
however, with the study of Klienhenz and Midmore (2001) tabulate the age class
distribution of bamboo stems. They show that for most species culms are
distributed between four years of growth. Their average total biomass figure of
130-142 t/ha can
therefore re-work to show a maximum annual productivity of between 32 and 36 t/ha. Anil-Kumar
et al.(1998) report
17 t/ha/yr for Acacia auriculiformis in
India, showing that the performance of Casuarina is good under dry tropical
conditions however, bamboo like those of bayog is more productive than many
other candidate bioenergy crops, it shares a number of desirable fuel
characteristics with certain other bioenergy feedstock, such as low ash content
and alkali index. Its heating value is higher than most of agricultural
residues, grasses and straws.

      


      Harvesting

      


      Harvesting
of bamboo is typically undertaken according to the following life cycles.  On life cycle of the
clump, as each individual culm goes through a 5 -7 year life cycle, culms
are ideally allowed to reach this level of maturity prior to full capacity
harvesting. The clearing out or thinning of culms, particularly older decaying
culms, helps ensure adequate light and resources for new growth. Well maintained
clumps may have productivity 3-4 times that of an unharvested wild clump. On
life cycle of the culm, bamboo is harvested from 2-3 years, depending on the
species.


      
        
           


        

        
          14

          
            

          

        

        
           


        

      

       

      ANNEX D

      


      CONFIDENTIALITY AND
NON-DISCLOSURE AGREEMENT

      


      This
Confidentiality and Non-Disclosure Agreement (“Agreement”) is made on the 9th
December, 2010 (“Effective Date”) between APAYAO STATE COLLEGE AND
KALINGA-APAYO STATE COLLEGE and individual/business with registered
offices/address at Conner, Apayao and Tabuk, Kalinga respectively (“THIRD
PARTY”) and Clenergen Corporation, a company registered under the laws of
Nevada, USA,  (“CC”).

      


      WHEREAS:

      


      
        	
                A.

              	
                CC
      Intends to set up a Biomass based power plants using cultivated feedstock,
      and licensed Agronomy and Gasification
  Technology.

              


      

      
        	
                B.

              	
                The
      parties wish to disclose certain proprietary and confidential information
      to one another; and

              


      

      
        	
                C.

              	
                In
      consideration of the Business Opportunity, each party agrees that all
      Confidential Information received by it from the other party shall be kept
      confidential and shall be governed by the following terms and
      conditions.

              


      

      


      
        	
                I.

              	
                DEFINITIONS

              


      

      


      
        	
                 
      

              	
                1.

              	
                “Discloser”
      is the party disclosing the Confidential Information for the Permitted
      Purpose;

              


      

      
        	
                 
      

              	
                2.

              	
                “Permitted
      Purpose” means the appraisal of the Business Opportunity with a view to
      the parties taking advantage of such Business Opportunity in accordance
      with the terms of a mutual agreement to be reached between
      them;

              


      

      
        	
                 
      

              	
                3.

              	
                “Confidential
      Information” means (i) any commercial, technical and other data,
      information and interpretations made available by Discloser for the
      Permitted Purpose, whether orally or in writing on whatsoever medium (ii)
      the fact that discussions are taking place between the parties concerning
      a transaction involving the Business Opportunity and (iii) the terms of
      this Agreement;

              


      

      
        	
                 
      

              	
                4.

              	
                “Recipient”
      is the party receiving the Confidential
  Information.

              


      

      


      
        	
                II.

              	
                CONFIDENTIALITY
      OBLIGATIONS

              


      

      


      Recipient
shall in all Circumstances:

      


      
        	
                 
      

              	
                a)

              	
                Use
      the Confidential Information for no purpose whatsoever other than the
      Permitted Purpose;

              


      

      
        	
                 
      

              	
                b)

              	
                Disclose
      the Confidential Information only to its employees strictly on a
      need-to-know basis.  Each employee to whom the Confidential
      Information is disclosed shall be informed of the terms of this
      Agreement.  Recipient shall ensure that each such employee is
      bound by a written agreement not to divulge such Confidential Information
      with terms that protect the Discloser’s Confidential Information in the
      same manner as the Recipient is bound
herein;

              


      


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                c)

              	
                Not
      disclose the Confidential Information to any third party without the prior
      written consent of Discloser, and then only on a need to know basis, and
      if requested by Discloser, subject to a confidentiality agreement signed
      by such third party and Recipient and
Discloser;

              


      

      
        	
                 
      

              	
                d)

              	
                Not
      make or have made copies of the Confidential Information in any medium
      without the consent of the
Discloser.

              


      

       

      
        	
                III.

              	
                EXCEPTIONS

              


      

      


      The
provisions of Clause II above shall not apply with respect to any Confidential
Information received which:

      


      
        	
                 
      

              	
                a)

              	
                Was
      already in Recipient’s possession prior to the date of disclosure by
      Discloser; or

              


      

      
        	
                 
      

              	
                b)

              	
                Was
      developed independently by the Recipient without any reference to or use
      of the Confidential Information; or

              


      

      
        	
                 
      

              	
                c)

              	
                Was
      in the public domain prior to date of this Agreement or subsequently
      enters into the public domain otherwise than by breach of this Agreement
      by the Recipient; or

              


      

      
        	
                 
      

              	
                d)

              	
                Is
      subsequently disclosed to the Recipient by a third party who does not have
      a duty of confidentiality towards the Discloser;
  or

              


      

      
        	
                 
      

              	
                e)

              	
                Is
      approved for release upon the written permission of the Discloser;
      or

              


      

      
        	
                 
      

              	
                f)

              	
                Is
      required to be disclosed to (i) a government/judicial/quasi judicial body
      in pursuance of an order; or (ii) is required by the lenders/insurance
      agency of the Recipient in pursuance of any loan or insurance received/
      made or to be received/ made, as the case may be.  In such
      events, where possible, the Recipient shall give adequate notice to the
      Discloser before making any disclosure to that the Discloser may have
      adequate opportunity to respond prior to such disclosures; as also make
      disclosure only to the extent as
required.

              


      

      


      
        	
                IV.

              	
                NO GRANT OF
      PROPRIETARY RIGHTS OR
LICENSE

              


      

      


      The
Confidential Information shall remain the exclusive property of the Discloser at
all times, even after the termination of this Agreement.  In
particular, and without limitation, it is agreed that no license is granted by
the Discloser nor any license acquired by the Recipient (by implication or
otherwise) for any purpose whatsoever hereunder.

      


      
        	
                V.

              	
                TERM

              


      

      


      This
Agreement shall terminate in two (2) years from the Effective Date of this
Agreement.  The Confidentiality Obligations under Clause II shall
survive for a period of two (2) years from the date of disclosure.

      


      
        	
                VI.

              	
                INJUNCTION

              


      

      


      Parties
acknowledge that the Confidential Information is valuable and unique and that
any unauthorized disclosure by the Recipient will result in irreparable injury
to the Discloser.  Parties agree that, in the event of a breach or
threatened breach of the terms of this Agreement, the Discloser shall be
entitled to an injunction in addition to and not in lieu of any other legal or
equitable relief including monetary damages.


      
        
           


        

        
          16

          
            

          

        

        
           


        

      

       

      
        	
                VII.  

              	
                RETURN OF
      MATERIALS

              


      

      


      All
copies of Confidential Information available with Recipient in whatsoever medium
shall either be returned to the Discloser or destroyed without the option of
retrieval within five (5) days or a later date as otherwise indicated by the
Discloser upon the earlier to occur of the following:

      


      
        	
                 
      

              	
                a)

              	
                The
      Recipient be found to be in breach of Clause II of this Agreement;
      or

              


      

      
        	
                 
      

              	
                b)

              	
                The
      expiry of this Agreement; or

              


      

      
        	
                 
      

              	
                c)

              	
                The
      Discloser’s written request for return or destruction of the Confidential
      Information.

              


      

      


      
        	
                VIII.

              	
                MISCELLANEOUS

              


      

      


      
        	
                 
      

              	
                1.

              	
                No
      waiver by the Discloser of any breach by the Recipient shall operate as a
      waiver of any subsequent or continuing breach thereof.  This
      Agreement sets for the entire agreement and understanding between the
      parties and supersedes all prior oral and written understandings
      representations and discussions between them respecting it subject matter,
      save that nothing in this Agreement shall prejudice the statutory and
      common law rights of either party in relation to Confidential
      Information.  This Agreement may not be modified or amended
      except in writing signed by a duly authorized representative of each
      party.  If any provision of this Agreement shall be held invalid
      of unenforceable, the remainder of this Agreement shall nevertheless
      remain in full force and effect.  This Agreement is executed in
      duplicate and each copy is treated as original for all legal
      purposes.  This Agreement shall be effective as of the date
      first above written when signed by both parties
  hereto.

              


      

      
        	
                 
      

              	
                2.

              	
                For
      the avoidance of doubt, it is clarified
that:

              


      

      
        	
                 
      

              	
                a.

              	
                The
      terms of this Agreement are confidential;
and

              


      

      
        	
                 
      

              	
                b.

              	
                In
      the event both the parties enter into further agreements related to the
      Business Opportunity, this Agreement shall continue to be binding on the
      parties with regards to any Confidential Information exchanged by the
      parties hereto; and

              


      

      
        	
                 
      

              	
                c.

              	
                The
      recitals given hereinabove form an integral part of this Agreement.

              


      

      


      
        	
                IX.

              	
                GOVERNING
      LAWS

              


      

      


      This
Agreement shall be governed by and construed according to the laws of Nevada,
USA.  This Agreement shall be subject to the exclusive jurisdiction of
the Courts of Nevada, USA.

      


      IN
WITNESS WHEREOF the parties hereto have caused this Agreement to be executed by
their duly authorized representatives on the day and date mentioned
hereinabove.

      


      
        
          
            
              
                
                  	
                            For
      APAYAO STATE COLLEGE

                        	
                          For
      KALINGA-APAYAO STATE  COLLEGE

                        	
                          For
      CLENERGEN PHILIPPINES CORPORATION

                        
	
                           

                          Signature:
      _________________

                          Name:
      Dr. Zacarias A. Baluscang, Jr

                          Title:   President

                          Date:    9TH
      December 2010

                        	
                           

                          Signature:
      _______________

                          Name:
      Dr. Eduardo T.  Bagtang

                          Title:   President

                          Date:    9th
      December 2010

                        	
                           

                            Signature:  _________________

                            Name:    Miguel
      Patolot

                            Title:   Chairman

                             Date:  9th  December
      2010

                        


                

              

            

          

        

      

       

      
        
           


        

        
          17