Bowen
FM

    
       

      
        

      

       

    

    Clenergen
Corporation

     

    5379
Lyons Road, Suite 301

     

    Coconut
Creek, Florida 33073

     

     USA

     

    
      
        
          	 
      	
                  January
      24, 2011

                


        

      

    

     

    Dear
Mark

     

    Consultancy
Agreement

     

    Further
to our recent discussions, I write to confirm the terms and conditions upon
which Bowen Financial Management Limited ("the Consultant") agrees provide
continuing consultancy services to Clenergen Corporation ("the
Company"):

     

    
      	
              1.

            	
              TERM

            


    

     

    This
agreement will be effective 7th April
2010 and will supercede any other consulting agreements that may have been
entered into between the Consultant, Tim Bowen or the Company. It will be for an
initial period of 12 months to 31 March 2011, unless terminated by either party
giving three months notice in writing delivered to the other party at the last
known trading address or registered office of the other company.  Both
parties agree to review the agreement during March 2011 with a view to either
entering into a new agreement or extending this agreement.

     

    
      	
              2.

            	
              CONSULTANCY
      SERVICES

            


    

     

    The
Consultant will provide general senior management services to the Company. The
services provided will include, but not be limited to, those associated with
acting as CEO for the Company, including but not limited to:-

     

    
      	
               
      

            	
              ·

            	
              Working
      with the chairman of the Company to raise investment including creating
      suitable financial marketing collateral to support investor
      meetings.

            


    

     

    
      	
               
      

            	
              ·

            	
              Overseeing
      the operational roll out of projects and driving them to profitability.
      This will include the recruitment of senior personnel and the setting of
      key objectives.

            


    

     

    
      	
               
      

            	
              ·

            	
              Working
      closely with senior management to ensure more accurate, timely reporting
      is achieved and ensuring that USA SEC reporting requirements are
      met.

            


    

     

    
      	
               
      

            	
              ·

            	
              Introducing
      controls and procedures appropriate for a public
  company.

            


    

     

    
      	
              3.

            	
              CONTACT

            


    

     

    During
the term of the agreement, the Consultant will fully and adequately report to
Mark Quinn, Chairman of the Company, in the performance of its
duties.

     

    Bowen Financial
Management Limited, Hedgerows, 9 Manor Lane, Gerrards Cross, Bucks, SL9
7NH, UK, Tel: 07973 668818

    Registered
in England and Wales No 7042821


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


     Bowen
FM

     

    
      

    

     

    
      
        	
                 
      4.

              	
                STATUS

              


      

    

     

    
      	
              4.1

            	
              The
      parties declare that it is their intention that the services to be
      performed under this agreement may be carried out by any employee of the
      Consultant (such employee however to be a suitably qualified and
      experienced individual as well as having experience of bringing a company
      to London’s AIM stock market and that the work shall be carried out both
      at the offices of the Consultant and at the international offices of the
      Company. No employee of the Consultant shall be deemed to be an employee,
      agent or partner of the Company. It is agreed that the Consultant shall be
      responsible for all tax liabilities and national insurance or other
      similar contributions in respect of its own employees and the Consultant
      agrees, in relation to all of its employees, to indemnify the Company
      against all demands for income tax, national insurance contribution,
      penalties and interest made against them in respect of the Consultant’s
      services hereunder.

            


    

     

    
      	
              4.2

            	
              Whilst
      all due skill and care will be exercised by the Consultant in carrying out
      the services for the Company, the Consultant is not registered as an
      business consultancy practice and does not carry professional indemnity
      insurance in respect of its work. The Company agrees that it will not hold
      the Consultant or any of its employees liable in any way and indemnifies
      the Consultant in full against all and any liabilities arising in the
      course of carrying out the services hereunder for the Company. The Company
      acknowledges that the Consultant is not
  regulated.

            


    

     

    
      	
              5.

            	
              TERMS
      AND PAYMENT

            


    

     

    
      	
              5.1

            	
              The
      Consultant will invoice the Company at the rate of £10,000 per month (the
      “Full Rate”) (or at the corresponding pro rata amount) at the start of
      each month. The Company agrees to make payment within 7 calendar days of
      each invoice date. In additional the Consultant will be entitled to enjoy
      UK public holidays and up to 5 weeks paid holiday (on a pro rata basis)
      per annum.

            


    

     

    
      	
              5.2

            	
              However,
      the Consultant and the Company recognize that that the level of payment
      for consultancy services may be varied by mutual consent (including an
      exchange of e-mails) and due to cash flow constraints the payment of the
      Full Rate may not always be payable. It is currently envisaged that the
      Company will be able to pay according to the following
    table:

            


    

     

    
      
        
          
            
              
                	
                        Month

                      	 	
                        Monthly
      Fee

                      	 
	
                        April
      to October 2010

                      	 	£	3,500	 
	
                        November

                      	 	£	5,000	 
	
                        December

                      	 	£	6,000	 
	
                        January
      2011

                      	 	£	7,000	 
	
                        February
      2011

                      	 	£	8,000	 
	
                        March
      2011

                      	 	£	9,000	 


              

            

          

        

      

    

     

    Bowen Financial
Management Limited, Hedgerows, 9 Manor Lane, Gerrards Cross, Bucks, SL9
7NH, UK, Tel: 07973
668818

    Registered
in England and Wales No 7042821


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


     Bowen
FM

     

    
      
 


    
      	
              6.

            	
              TRAVELLING
      EXPENSES

            


    

     

    The
Company will reimburse reasonable travelling and other out-of-pocket expenses to
the Consultant, in line with the Company expense policy from time to
time.

     

    
      	
              7.

            	
              CONFIDENTIAL
      INFORMATION

            


    

     

    7.1           Both
parties agree that they will at all times (both during the term of this
agreement and after its termination) keep confidential, and will not use (other
than strictly for the purposes of this agreement) and will not without the prior
written consent of the other party disclose to any third party any confidential
information, unless the information:

     

    
      	
               
      

            	
              ·

            	
              was
      public knowledge or already known to the receiving party at the time of
      disclosure; or

            


    

     

    
      	
               
      

            	
              ·

            	
              subsequently
      becomes public knowledge other than by breach of this agreement;
      or

            


    

     

    
      	
               
      

            	
              ·

            	
              subsequently
      comes lawfully into the possession of the receiving party from a third
      party;

            


    

     

    
      	
               
      

            	
              ·

            	
              is
      required to be disclosed by any public or government
      authority.

            


    

     

    
      	
              7.2

            	
              To
      the extent necessary to implement the provisions of this agreement each
      party may disclose confidential information to any of its
      employees.

            


    

     

    
      	
              7.3

            	
              All
      documents and other records (in whatever form) containing confidential
      information received from the other party shall be returned promptly to
      the other party on termination of this
  agreement.

            


    

     

    
      	
              7.4

            	
              These
      restrictions shall continue to apply after the termination of this
      agreement for a period of one year.

            


    

    
      	
              8.

            	
              LAW

            


    

     

    
      	
              1.1

            	
              This
      Agreement constitutes the entire agreement between the parties and is
      governed by the laws of England and Wales. The parties hereby submit to
      the exclusive jurisdiction of the English
  courts.

            


    

     

    I would
be grateful if you could sign the duplicate copies of this agreement to indicate
acceptance of these terms and return both copies to me. I will then countersign
both copies and return one copy to you for your records.

     

    Yours
sincerely

     

    
      
        
          	
                  /s/ Tim Bowen

                	 
      	
                  Tim
      Bowen, Director (for and on behalf of Bowen Financial Management
      Limited)

                


        

      

    

     

    I
acknowledge receipt of the above agreement and hereby agree to the terms and
conditions contained therein.

     

    
      
        
          	
                  /s/Mark Quinn

                	 
      	
                  Mark
      Quinn, Executive Chairman (for and on behalf of Clenergen
      Corporation)

                


        

      

    

     

    Bowen Financial
Management Limited, Hedgerows, 9 Manor Lane, Gerrards Cross, Bucks, SL9
7NH, UK, Tel: 07973 668818

    Registered
in England and Wales No 7042821