ASSET
PURCHASE AGREEMENT

     

    THIS
AGREEMENT dated for reference the 24th day of April, 2010.

     

    AMONG:

     

    ANKUR
SCIENTIFIC ENERGY TECHNOLOGIES PRIVATE LIMITED,

     

    A company
incorporated under the Indian Companies Act, 1956 with it’s registered office at
`ANKUR’,  Near Old Sama Jakat Naka, Sama Road, Baroda-390008, Gujarat,
India

     

     (herein
called the “Vendor”)

     

    AND:

     

    CLENERGEN
CORPORATION, a corporation existing under the laws of the State of Nevada
with its executive office at 6165 NW 123rd Coral
Lane, Florida 33076.

     

    (herein
called the “Purchaser”)

     

    WHEREAS:

     

    A.           The
Vendor is in the business of providing and installing equipment for use in a
waste to energy facility suitable for accommodating Biomass.

     

    B.           The
Vendor has agreed to sell and install and the Purchaser has agreed to purchase
the assets set out in Schedule 1 (the “Purchased Assets”).

     

    C.           The
Purchase Price for the Purchased Assets will be payable as set out in Clause 3
of this Agreement.

     

    NOW
THEREFORE in consideration of the premises and the respective covenants,
agreements representations, warranties and indemnities of the parties herein
contained and for other good and valuable consideration (the receipt and
sufficiency of which is hereby acknowledged) the parties hereto covenant and
agree as follows:

     

    
      	
              1.

            	
              DEFINED
      TERMS

            


    

     

    
      	
              1.1

            	
              For
      the purposes of this Agreement, unless the context otherwise requires, the
      following terms will have the respective meanings set out below and
      grammatical variations of such terms will have corresponding
      meanings:

            


    

     

    
      	
               
      

            	
              (a)

            	
              “Affiliate”
      has the meaning given to that term in the Securities Act of 1933, as
      amended, and the Rules and Regulations of the Securities and Exchange
      Commission promulgated thereunder;

            


    

     

    
      	
               
      

            	
              (b)

            	
              “Associate”
      has the meaning given to that term in the Securities Act of 1933, as
      amended, and the Rules and Regulations of the Securities and Exchange
      Commission promulgated thereunder;

            


    

     

    
      	
               
      

            	
              (c)

            	
              “Purchased
      Assets” means the assets as described in Recital B and Schedule 1 of this
      Agreement;

            


    

     

    
      	
               
      

            	
              (d)

            	
              “Business
      Day” means any day which is not a Saturday, Sunday or statutory holiday in
      Texas, United States of America;

            


    

     

    
      	
               
      

            	
              (e)

            	
              “Closing”
      means the completion of the transactions contemplated in this Asset
      Purchase Agreement;

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (f)

            	
              “Closing
      Date” means  such date as the Vendor and the Purchaser may
      mutually determine;

            


    

     

    
      	
               
      

            	
              (g)

            	
              “Contract”
      means any agreement, indenture, contract, lease, deed of trust, license,
      option, instrument or other commitment, whether written or
      oral;

            


    

     

    
      	
               
      

            	
              (h)

            	
              “Encumbrance”
      means any encumbrance, lien, charge, hypothec, pledge, mortgage, title
      retention agreement, security interest of any nature, adverse claim,
      exception, reservation, easement, right of occupation, any matter capable
      of registration against title, option, right of pre-emption, privilege or
      any Contract to create any of the
foregoing;

            


    

     

    
      	
               
      

            	
              (i)

            	
              ”Licenses”
      means all licenses, permits, approvals, consents, certificates,
      registrations and authorizations (whether governmental, regulatory, or
      otherwise) required for the conduct in the ordinary course of the uses to
      which the Purchased Assets have been
put;

            


    

     

    
      	
               
      

            	
              (j)

            	
              “Losses”
      means, in respect of any matter, all claims, demands, proceedings, losses,
      damages, liabilities, deficiencies, costs and expenses (including, without
      limitation, all legal and other professional fees and disbursements,
      interest, penalties and amounts paid in settlement) arising directly or
      indirectly as a consequence of such matter and actually incurred by a
      party entitled to be indemnified hereunder, net of (i) any tax
      adjustments, benefits, savings or reductions to which such indemnified
      party is entitled resulting from such matter, and (ii) any insurance
      proceeds, in either case to which such indemnified party is entitled by
      virtue of such claims, demands, proceedings, losses, damages, liabilities,
      deficiencies, costs and expenses;

            


    

     

    
      	
               
      

            	
              (k)

            	
              “Purchase
      Price” means the purchase price as set out in Clause 3 issuable by the
      Purchaser to the Vendor for the Purchased Assets and the installation of
      the Purchased Assets; and

            


    

     

    
      	
               
      

            	
              (l)

            	
              “Transaction”
      means the sale and installation of the Purchased Assets from the Vendor to
      the Purchaser in exchange for the Purchase
  Price.

            


    

     

    
      	
              1.2

            	
              Currency.  Unless
      otherwise indicated, all dollar amounts in this Agreement are expressed in
      United States funds.

            


    

     

    
      	
              1.3

            	
              Sections and
      Headings.  The division of this Agreement into Articles,
      sections and subsections and the insertion of headings are for convenience
      of reference only and will not affect the interpretation of this
      Agreement.  Unless otherwise indicated, any reference in this
      Agreement to an Article, section, subsection or Schedule refers to the
      specified Article, section or subsection of or Schedule to this
      Agreement.

            


    

     

    
      	
              1.4

            	
              Number, Gender and
      Persons.  In this Agreement, words importing the singular
      number only will include the plural and vice versa, words importing gender
      will include all genders and words importing persons will include
      individuals, corporations, partnerships, associations, trusts,
      unincorporated organizations, governmental bodies and other legal or
      business entities of any kind
whatsoever.

            


    

     

    
      	
              1.5

            	
              Accounting
      Principles.  Except as otherwise stated, any reference in
      this Agreement to generally accepted accounting principles refers to
      generally accepted accounting principles that have been established in the
      United States of America, including those approved from time to time by
      the American Institute of Certified Public Accountants or any successor
      body thereto.

            


    

     

    
      	
              1.6

            	
              Entire
      Agreement.  This Agreement constitutes the entire
      agreement between the parties with respect to the subject matter hereof
      and supersedes all prior agreements, understandings, negotiations and
      discussions, whether written or oral.  There are no conditions,
      covenants, agreements, representations, warranties or other provisions,
      express or implied, collateral, statutory or otherwise, relating to the
      subject matter hereof except as herein
provided.

            


    

     

    
      	
              1.7

            	
              Time of
      Essence.  Time will be of the essence of this
      Agreement.

            


    


    
      
         


      

      
        - 2
-

        
          

        

      

      
         


      

    

     

    
      	
              1.8

            	
              Applicable
      Law.  This Agreement will be construed, interpreted and
      enforced in accordance with, and the respective rights and obligations of
      the parties will be governed by, the laws of the State of Nevada and the
      federal laws of the United States of America applicable therein, and each
      party irrevocably and unconditionally submits to the non-exclusive
      jurisdiction of the courts of such state and all courts competent to hear
      appeals there from and waives, so far as is legally possible, its right to
      have any legal action relating to this Agreement tried by a
      jury.

            


    

     

    
      	
              1.9

            	
              Amendments and
      Waivers.  No amendment or waiver of any provision of this
      Agreement will be binding on either party unless consented to in writing
      by such party.  No waiver of any provision of this Agreement
      will constitute a waiver of any other provision, nor will any waiver
      constitute a continuing waiver unless otherwise
  provided.

            


    

     

    
      	
              1.10

            	
              Schedules.  The
      following Schedules are attached to and form part of this Agreement: All
      terms defined in the body of this Agreement will have the same meaning in
      the Schedule attached hereto.

            


    

    


    
      
        
          	
                  Schedule
      1

                	
                  Description
      of Purchased Assets

                
	
                  Schedule
      2

                	
                  Permits
      and Licenses

                
	
                  Schedule
      3

                	
                  Intellectual
      Property

                
	
                  Schedule
      4

                	
                  Legal
      and Regulatory Proceedings

                
	
                  Schedule
      5

                	
                  Consents

                
	
                  Schedule
      6

                	
                  Subscription
      Agreement for Pledged
Shares

                


        

      

    

     

    
      	
              2.

            	
              PURCHASE AND
      SALE

            


    

     

    
      	
              2.1

            	
              Subject
      to the terms and conditions of this Agreement, effective as at the Closing
      Date the Vendor will sell, transfer, and assign to the Purchaser and the
      Purchaser agrees to purchase from the Vendor, free and clear of all
      Encumbrances the Purchased Assets.

            


    

     

    
      	
              2.2

            	
              Subject
      to the terms and conditions of this Agreement, effective as at the Closing
      Date the Vendor will deliver and install the Purchased Assets at the
      Purchaser’s specified location in
Phillipines.

            


    

     

    
      	
              3.

            	
              PURCHASE PRICE AND
      ALLOCATION

            


    

     

    
      	
              3.1

            	
              The
      Purchase Price payable by the Purchaser to the Vendor for the Purchase
      Assets shall be an aggregate of INR 34,652,000 FOB Mumbai for onward
      shipment to the designated location of the Purchaser in Phillipines. The
      price shall be paid to the Vendor in USD at a rate of exchange as may be
      determined mutually between the Purchaser and Vendor at the time of the
      Purchase making payments to the
Vendor.

            


    

     

    
      	
               
      

            	
              (a)

            	
              2%
      of the value of the contract on or before May 30th,
      2010;

            


    

     

    
      	
               
      

            	
              (b)

            	
              3%
      of the value of the contract on or before June 15,
  2010;

            


    

     

    
      	
               
      

            	
              (c)

            	
              5%
      of the value of the contract on or before June 30,
  2010;

            


    

     

    
      	
               
      

            	
              (d)

            	
              90%
      of the value of the contract by an Irrevocable Letter of Credit (L/C)
      drawn in favour of the Vendor from a prime bank with such conditions as
      may be agreed upon between the Purchaser and the Vendor . L/C to be opened
      by the Purchaser in favour of the Vendor on or before May 31,
      2010.

            


    

     

     (each,
a “Payment” and each date, a “Payment Date”)


    
      
         


      

      
        - 3
-

        
          

        

      

      
         


      

    

     

    
      	
              4.

            	
              CLOSING, POSSESSION,
      AND NO ADJUSTMENTS

            


    

     

    
      	
              4.1

            	
              The
      Closing will take place on the Closing Date at the offices of the Vendor,
      or at such other place, date, and time as may be mutually agreed upon by
      the parties hereto.

            


    

     

    
      	
              4.2

            	
              The
      Vendor will deliver possession of the Purchased Assets, free of any other
      claim to possession and any tenancies, to the Purchaser on the Closing
      Date.

            


    

     

    
      	
              4.3

            	
              Provided
      that there has been no material misrepresentation on the part of the
      parties to this agreement and all of their respective obligations under
      this Agreement have been fulfilled, there will be no adjustment of the
      Purchase Price for any reason
whatsoever.

            


    

     

    
      	
              5.

            	
              REPRESENTATIONS AND
      WARRANTIES OF THE VENDOR

            


    

     

    
      	
              5.1

            	
              The
      Vendor represents and warrants to the Purchaser, with the intent that the
      Purchaser will rely thereon in entering into this Agreement and in
      concluding the transactions contemplated hereby, as
    follows:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      execution and delivery of this Agreement and the completion of the
      transaction contemplated hereby have been duly and validly authorized by
      all necessary corporate action on the part of the Vendor, and this
      Agreement constitutes a valid and binding obligation of the Vendor
      enforceable against the Vendor in accordance with its terms; except as
      enforcement may be limited by bankruptcy, insolvency and other laws
      affecting the rights of creditors generally and except that equitable
      remedies may be granted only in the discretion of a court of competent
      jurisdiction;

            


    

     

    
      	
               
      

            	
              (b)

            	
              except
      as will be remedied by the consents, approvals, releases, and discharges
      described in Schedule 5 - Consents attached hereto, neither the execution
      and delivery of this Agreement nor the performance of the Vendor’s
      obligations hereunder will:

            


    

     

    
      	
               
      

            	
              (i)

            	
              violate
      or constitute default under any order, decree, judgment, statute, by-law,
      rule, regulation, or restriction applicable to the Vendor, the Purchased
      Assets, or any contract, agreement, instrument, covenant, mortgage, or
      security, to which the Vendor is a party or which are binding upon the
      Vendor,

            


    

     

    
      	
               
      

            	
              (ii)

            	
              to
      the knowledge of the Vendor, result in any fees, duties, taxes,
      assessments, penalties or other amounts becoming due or payable by the
      Purchaser under any sales tax legislation.
..

            


    

     

    
      	
               
      

            	
              (iii)

            	
              give
      rise to the creation or imposition of any Encumbrance on any of the
      Purchased Assets,

            


    

     

    
      	
               
      

            	
              (iv)

            	
              violate
      or constitute default under any license, permit, approval, consent or
      authorization held by the Vendor,
or

            


    

     

    
      	
               
      

            	
              (v)

            	
              violate
      or trigger any liability on behalf of the Purchaser pursuant to any
      legislation or agreement governing the sale of the Purchased Assets by the
      Vendor.

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Vendor owns and possesses and has good and marketable title to the
      Purchased Assets free and clear of all Encumbrances of every kind and
      nature whatsoever;

            


    

     

    
      	
               
      

            	
              (d)

            	
              to
      the knowledge of the Vendor, the Purchased Assets are in good working
      order and in a functional state of repair and to the best of the knowledge
      of the Vendor there are no latent defects
  thereto;

            


    


    
      
         


      

      
        - 4
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (e)

            	
              no
      person other than the Purchaser has any written or oral agreement or
      option or any right or privilege (whether by law, pre-emptive or
      contractual) capable of becoming an agreement or option for the purchase
      or acquisition from the Vendor of any of the Purchased
    Assets;

            


    

     

    
      	
               
      

            	
              (f)

            	
              except
      as otherwise provided herein, this Agreement discloses all contracts,
      engagements, and commitments, whether oral or written, relating to the
      Purchased Assets including in particular contracts, engagements, and
      commitments:

            


    

     

    
      	
               
      

            	
              (i)

            	
              out
      of the ordinary course of business,

            


    

     

    
      	
               
      

            	
              (ii)

            	
              which
      entail the payment of in excess of $10,000.00 during any one year
      period,

            


    

     

    
      	
               
      

            	
              (iii)

            	
              respecting
      ownership of or title to any interest or claim in or to any real or
      personal property making up the Purchased
  Assets,

            


    

     

    
      	
               
      

            	
              (iv)

            	
              respecting
      any agreement of guarantee, support, indemnification, assumption or
      endorsement of, or any similar commitment with respect to, the
      obligations, liabilities (whether accrued, absolute, contingent or
      otherwise) or indebtedness of any other person except for cheques endorsed
      for collection in the ordinary course of the
  business;

            


    

     

    
      	
               
      

            	
              (v)

            	
              any
      confidentiality, secrecy or non-disclosure contract, (whether the Vendor
      is a beneficiary or obligant thereunder) relating to any proprietary or
      confidential information or any non-competition or similar
      contract;.

            


    

     

    
      	
               
      

            	
              (vi)

            	
              there
      has not been any default in any obligation or liability in respect of said
      contracts, engagements, or commitments by the Vendor and the Vendor has
      performed all of the material obligations required to be performed by it
      and is entitled to all benefits under any
  contracts;

            


    

     

    
      	
               
      

            	
              (vii)

            	
              there
      has not been any amendment, modification, variation, surrender, or release
      of said contracts, engagements, and commitments;
  and

            


    

     

    
      	
               
      

            	
              (viii)

            	
              each
      of said contracts, engagements, and commitments is in good standing and in
      full force and effect and the Vendor has performed all of the material
      obligations required to be performed by it and is entitled to all benefits
      thereunder, and is not in default or alleged to be in default in respect
      of any material contract or any other contracts, engagements or
      commitments provided for in this Agreement, to which the Vendor is a party
      or by which it is bound;

            


    

     

    
      	
               
      

            	
              (g)

            	
              except
      as disclosed in Schedule 4 - Legal and Regulatory Proceedings, there are
      no actions, suits, proceedings, investigations, complaints, orders,
      directives, or notices of defect or noncompliance by or before any court,
      governmental or domestic commission, department, board, tribunal, or
      authority, or administrative, licensing, or regulatory agency, body, or
      officer issued, pending, or to the best of the Vendor’s knowledge
      threatened against or affecting the Vendor or in respect of the Purchased
      Assets;

            


    

     

    
      	
               
      

            	
              (h)

            	
              there
      is no requirement applicable to the Vendor to make any filing with, give
      any notice to or to obtain any license, permit, certificate, registration,
      authorization, consent or approval of, any governmental or regulatory
      authority as a condition to the lawful consummation of the transactions
      contemplated by this Agreement, except for the filings, notifications,
      licenses, permits, certificates, registrations, consents and approvals
      described in Schedule 5 - Consents, or that relate solely to the identity
      of the Purchaser or the nature of any business carried on by the
      Purchaser  except for the notifications, consents and approvals
      described in Schedule 5 -
Consents;

            


    


    
      
         


      

      
        - 5
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (i)

            	
              with
      respect to the Purchased Assets, the Vendor has filed or caused to be
      filed all material tax returns of Vendor which have become due (taking
      into account valid extensions of time to file) prior to the date hereof,
      such returns are accurate and complete in all material respects and Vendor
      has paid or caused to be paid all taxes due, in each case to the extent
      Purchaser would incur liability for Vendor’s failure to file such returns
      or pay such taxes.  There are no outstanding tax liens that have
      been filed by any tax authority against the Purchased
      Assets.  No claims are being asserted in writing with respect to
      any taxes relating to the Vendor’s business for which Purchaser reasonably
      could be held liable and Vendor knows of no basis for the assertion of any
      such claim;

            


    

     

    
      	
               
      

            	
              (j)

            	
              the
      Vendor has never received any notice of or been prosecuted for
      non-compliance with any Environmental Laws, nor has the Vendor settled any
      allegation of non-compliance short of prosecution.  There are no
      orders or directions relating to environmental matters requiring any work,
      repairs or construction or capital expenditures to be made with respect to
      the Purchased Assets, nor has the Vendor received notice of any of the
      same;

            


    

     

    
      	
               
      

            	
              (k)

            	
              Schedule
      3 - Intellectual Property, sets out all registered or pending Intellectual
      Property (including particulars of registration or application for
      registration, or continuances) and all licenses, registered user
      agreements and other contracts that comprise or relate to Intellectual
      Property.  The Intellectual Property comprises all trade or
      brand names, business names, trade marks, service marks, copyrights,
      patents, trade secrets, know-how, inventions, designs and other industrial
      or intellectual property necessary for use with the Assets.  The
      Vendor is the beneficial owner of the Intellectual Property, free and
      clear of all Encumbrances, and is not a party to or bound by any contract
      or any other obligation whatsoever that limits or impairs its ability to
      sell, transfer, assign or convey, or that otherwise affects, the
      Intellectual Property.  No person has been granted any interest
      in or right to use all or any portion of the Intellectual
      Property.  The use of the Assets does not infringe upon the
      industrial or intellectual property rights, domestic or foreign, of any
      other person.  The Vendor is not aware of a claim of any
      infringement or breach of any industrial or intellectual property rights
      of any other person, nor has the Vendor received any notice that the use
      of the Assets, including the use of the Intellectual Property, infringes
      upon or breaches any industrial or intellectual property rights of any
      other person, and the Vendor, after due inquiry, has no knowledge of any
      infringement or violation of any of its rights in the Intellectual
      Property.  The Vendor is not aware of any state of facts that
      casts doubt on the validity or enforceability of any of the Intellectual
      Property.  The Vendor has provided to the Purchaser a true and
      complete copy of all contracts and amendments thereto that comprise or
      relate to the Intellectual Property;
and

            


    

     

    
      	
               
      

            	
              (l)

            	
              there
      are no liabilities of the Vendor or its Associates or Affiliates, whether
      or not accrued and whether or not determined or determinable, in respect
      of which the Purchaser may become liable on or after the Closing
      Date.

            


    

     

    
      	
              6.

            	
              REPRESENTATIONS OF THE
      PURCHASER

            


    

     

    
      	
              6.1

            	
              The
      Purchaser represents and warrants to the Vendor as follows, with the
      intent that the Vendor will rely thereon in entering into this Agreement
      and in concluding the purchase and sale contemplated hereby,
      that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      Purchaser is a corporation duly incorporated, validly existing, and in
      good standing under the laws of the State of Nevada and has the power,
      authority, and capacity to enter into this Agreement and to carry out its
      terms;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      execution and delivery of this Agreement and the completion of the
      transactions contemplated hereby has been duly and validly authorized by
      all necessary corporate action on the part of the Purchaser, and this
      Agreement constitutes a valid and binding obligation of the Purchaser
      enforceable against the Purchaser in accordance with its terms; except as
      enforcement may be limited by bankruptcy, insolvency and other laws
      affecting the rights of creditors generally and except that equitable
      remedies may be granted only in the discretion of a court of competent
      jurisdiction;

            


    


    
      
         


      

      
        - 6
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (c)

            	
              there
      is no requirement for the Purchaser to make any filing with, give any
      notice to or obtain any license, permit, certificate, registration,
      authorization, consent or approval of, any government or regulatory
      authority as a condition to the lawful consummation of the transactions
      contemplated by this Agreement;

            


    

     

    
      	
               
      

            	
              (d)

            	
              neither
      the execution and delivery of this Agreement nor the performance of the
      Purchaser’s obligations hereunder will violate or constitute a default
      under the constating documents, by-laws, or articles of the Purchaser, any
      order, decree, judgment, statute, by-law, rule, regulation, or restriction
      applicable to the Purchaser, or any contract, agreement, instrument,
      covenant, mortgage or security to which the Purchaser is a party or which
      are binding upon the Purchaser; and

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      Pledged Shares to be issued to the Vendor under this Agreement will, when
      so issued, be duly authorized, validly issued, fully paid, non-assessable,
      free of any Encumbrances and not subject to any preemptive rights or
      rights of first refusal created by statute or the charter documents or
      Bylaws of Purchaser or any agreement to which Purchaser is a party or is
      bound and will be issued in compliance with federal and state securities
      laws.

            


    

     

    
      	
              7.

            	
              COVENANTS OF THE
      VENDOR

            


    

     

    
      	
              7.1

            	
              Between
      the date of this Agreement and the Closing Date, the Vendor covenants and
      agrees that the Vendor:

            


    

     

    
      	
               
      

            	
              (a)

            	
              will
      not sell or dispose of any of the Purchased Assets, except only the sale
      of services in the ordinary course of business and will preserve the
      Purchased Assets intact without any further
  Encumbrances;

            


    

     

    
      	
               
      

            	
              (b)

            	
              will
      keep the Purchased Assets in their present
  state;

            


    

     

    
      	
               
      

            	
              (c)

            	
              will
      maintain insurance coverage of the scope and in the amounts now held in
      full force and effect and will give all notices and present all claims
      under all policies of insurance in a due and timely
    fashion;

            


    

     

    
      	
               
      

            	
              (d)

            	
              will
      afford the Purchaser and its authorized representatives full access during
      normal business hours to the Purchased Assets and without limitation, all
      title documents, abstracts of title, deeds, leases, contracts, financial
      statements, policies, reports, licenses, books, records, and other such
      material relating to the  Purchased Assets, and furnish such
      copies thereof and other information, as the Purchaser may reasonably
      request;

            


    

     

    
      	
               
      

            	
              (e)

            	
              will
      use its best efforts to procure and obtain at or prior to the Closing Date
      all such consents, approvals, releases, and discharges as may be required
      to effect the transactions contemplated hereby from all federal, state,
      municipal or other governmental or regulatory bodies and from all other
      third parties as necessary;

            


    

     

    
      	
               
      

            	
              (f)

            	
              at
      the request of the Purchaser, the Vendor will execute such consents,
      authorizations and directions as may be necessary to permit any inspection
      of the Purchased Assets or to enable the Purchaser or its authorized
      representatives to obtain full access to all files and records relating to
      the Purchased Assets maintained by governmental or other public
      authorities;

            


    

     

    
      	
               
      

            	
              (g)

            	
              will
      use its best efforts to take or cause to be taken all necessary corporate
      action, steps and proceedings to approve and authorize validly and
      effectively the transfer of the Purchased Assets to the Purchaser and the
      execution and delivery of this Agreement and any other Agreements or
      documents contemplated hereby and to cause all necessary meetings of
      members or managers of the Vendor to be held for such purpose;
      and

            


    


    
      
         


      

      
        - 7
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (h)

            	
              will
      not, without the prior written consent of the Purchaser, enter into any
      transaction or refrain from doing any action that, if effected before the
      date of this Agreement, would constitute a breach of any representation,
      warranty, covenant or other obligation of the Vendor contained herein, and
      the Vendor will not enter into any material supply agreements relating to
      the Purchased Assets or make any material decisions or enter into any
      material contracts with respect to the Purchased Assets without the
      consent of the Purchaser, which consent will not be unreasonably
      withheld.

            


    

     

    
      	
              8.

            	
              COVENANTS OF THE
      PURCHASER

            


    

     

    
      	
              8.1

            	
              Between
      the date of this Agreement and the Closing Date, the Purchaser will make
      all reasonable efforts to obtain and procure in co-operation with the
      Vendor all consents, approvals, releases, and discharges required to
      effect the transactions contemplated
hereby.

            


    

     

    
      	
              9.

            	
              NON-COMPETITION

            


    

     

    
      	
              9.1

            	
              As
      a condition to, and in consideration of, the Purchaser entering into this
      Agreement, the Vendor and other employees similarly situated to the
      Vendor, covenant and agree with the Purchaser that for a period of 3 years
      from the Closing Date, it will not, either directly or indirectly, as
      principal, agent, owner, employee, partner, shareholder, advisor or
      otherwise howsoever own, operate or engage in the operation of or have any
      financial interest in or provide, directly or indirectly, financial
      assistance to any business operation, whether a proprietorship,
      partnership, joint venture, private company or otherwise howsoever,
      carrying on or engaged in any business identical with or similar to the
      business carried on by the Purchaser worldwide applicable to the countries
      of Guyana, Ghana, Zambia, Ethiopia and Libya. For the countries of
      Phillipines and South Africa, Vendor shall grant the Purchaser a preferred
      purchaser status which means that the Purchaser shall have the first right
      of receiving deliveries of assets contracted and shall also have the
      option to lock in agreed purchase consideration with the Vendor for future
      purchases upto mutually agreed upon time
limits;

            


    

     

    
      	
              9.2

            	
              The
      Vendor acknowledges and agrees that the obligations of this Agreement are
      directly related to the asset purchase and are necessary to protect the
      Purchaser’s legitimate business interests; and that the Purchaser’s need
      for the covenants set forth in this Agreement is based on the
      following:  (i) the substantial time, money and effort expended
      and to be expended by the Purchaser in developing marketing
      plans and similar confidential information; and (ii) the highly
      competitive nature of the Purchaser’s industry, including the premium that
      competitors of the Purchaser place on acquiring proprietary and
      competitive information.

            


    

     

    
      	
              10.

            	
              CONFIDENTIALITY

            


    

     

    
      	
              10.1

            	
              Except
      as and to the extent required by law, for a period of two (2) years after
      the Closing Date, Purchaser and Vendor will not disclose or use, and will
      direct their representatives not to disclose or use, to the detriment of
      the other party any Confidential Information (as defined below) with
      respect to either party furnished, or to be furnished, by either party or
      their respective representatives at any time or in any manner other than
      in connection with its evaluation of the Transaction. For the purposes of
      this paragraph, "Confidential Information" means any information about
      either party stamped "confidential" or identified in writing as such to
      one party by the other party promptly following its disclosure, unless (i)
      such information is already known to the receiving party or its
      representatives or to others not bound by a duty of confidentiality or
      such information becomes publicly available through no fault of the
      receiving party or its representatives, (b) the use of such information is
      necessary or appropriate in making any filing or obtaining any consent or
      approval required for the consummation of the Transaction or (c) the
      furnishing or use of such information is required by or necessary or
      appropriate in connection with legal proceedings. Upon the written request
      of the disclosing party the receiving party will promptly return or
      destroy any Confidential Information in its possession and certify in
      writing to the disclosing party that it has done
  so.

            


    


    
      
         


      

      
        - 8
-

        
          

        

      

      
         


      

    

     

    
      	
              11.

            	
              INDEMNIFICATION,
      REMEDIES, SURVIVAL

            


    

     

    
      	
              11.1

            	
              Certain
      Definitions

            


    

     

    For the
purposes of this Clause 12 the terms
“Loss” and “Losses” mean any and all
demands, claims, actions or causes of action, assessments, losses, damages,
liabilities, costs, and expenses, including without limitation, interest,
penalties, fines and reasonable attorneys, accountants and other professional
fees and expenses, but excluding any indirect, consequential or punitive damages
suffered by the Vendor or the Purchaser including damages for lost profits or
lost business opportunities.

     

    
      	
              11.2

            	
              Agreement
      of Vendor to Indemnify

            


    

     

    Vendor
will indemnify, defend, and hold harmless, to the full extent of the law, for a
period of three years from the Closing Date, the Purchaser from, against, and in
respect of any and all Losses asserted against, relating to, imposed upon, or
incurred by the Purchaser by reason of, resulting from, based upon or arising
out of:

     

    
      	
               
      

            	
              (a)

            	
              the
      breach by Vendor of any representation or warranty of Vendor contained in
      or made pursuant to this Agreement, any Vendor document or any certificate
      or other instrument delivered pursuant to this Agreement;
    or

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      breach or partial breach by Vendor of any covenant or agreement of Vendor
      made in or pursuant to this Agreement, any Vendor document or any
      certificate or other instrument delivered pursuant to this
      Agreement.

            


    

     

    
      	
              11.3

            	
              Agreement
      of Purchaser to Indemnify

            


    

     

    Purchaser
will indemnify, defend, and hold harmless, to the full extent of the law, for a
period of three years from the Closing Date, Vendor from, against, for, and in
respect of any and all Losses asserted against, relating to, imposed upon, or
incurred by Vendor by reason of, resulting from, based upon or arising out
of:

     

    
      	
               
      

            	
              (a)

            	
              the
      breach by Purchaser of any representation or warranty of Purchaser
      contained in or made pursuant to this Agreement, any Purchaser document or
      any certificate or other instrument delivered pursuant to this Agreement;
      or

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      breach or partial breach by Purchaser of any covenant or agreement of
      Purchaser made in or pursuant to this Agreement, any Purchaser document or
      any certificate or other instrument delivered pursuant to this
      Agreement.

            


    

     

    
      	
              12.

            	
              SURVIVAL OF
      REPRESENTATIONS AND
WARRATNIES

            


    

     

    
      	
              12.1

            	
              The
      representations, warranties, covenants, and agreements of the Vendor
      contained herein and those contained in the documents and instruments
      delivered pursuant hereto or in connection herewith will survive the
      Closing Date for a period of eighteen months, and notwithstanding the
      completion of the transactions contemplated hereby, the waiver of any
      condition contained herein (unless such waiver expressly releases the
      Vendor of such representation, warranty, covenant, or agreement), or any
      investigation by the Purchaser, same will remain in full force and
      effect.

            


    

     

    
      	
              12.2

            	
              The
      representations, warranties, covenants, and agreements of the Purchaser
      contained herein and those contained in the documents and instruments
      delivered pursuant hereto or in connection herewith will survive the
      Closing Date for a period of eighteen months, and notwithstanding the
      completion of the transactions contemplated hereby, the waiver of any
      condition contained herein (unless such waiver expressly releases the
      Purchaser of such representation, warranty, covenant, or agreement), or
      any investigation by the Vendor, same will remain in full force and
      effect.

            


    


    
      
         


      

      
        - 9
-

        
          

        

      

      
         


      

    

     

    
      	
              13.

            	
              CONDITIONS
      PRECEDENT

            


    

     

    
      	
              13.1

            	
              The
      obligation of the Purchaser to consummate the transactions herein
      contemplated is subject to the fulfillment of each of the following
      conditions precedent at the times
stipulated:

            


    

     

    
      	
               
      

            	
              (a)

            	
              that
      the representations and warranties of the Vendor contained herein are true
      and correct on and as at the Closing Date with the same force and effect
      as if such representations and warranties were made as at the Closing
      Date, except as may be in writing disclosed to and approved by the
      Purchaser;

            


    

     

    
      	
               
      

            	
              (b)

            	
              that
      all the terms, covenants, conditions, agreements, and obligations
      hereunder on the part of the Vendor to be performed or complied with at or
      prior to the Closing Date, including in particular the Vendor’s obligation
      to deliver the documents and instruments herein provided for in Clause 15,
      have been performed and complied with as at the Closing
    Date;

            


    

     

    
      	
               
      

            	
              (c)

            	
              that
      between the date hereof and the Closing Date no change, event, or
      circumstance has occurred which materially adversely affects the Purchased
      Assets or which, significantly reduces the value of the Purchased Assets
      to the Purchaser;

            


    

     

    
      	
               
      

            	
              (d)

            	
              that
      between the date hereof and the Closing Date there has not been any
      substantial loss, damage, or destruction, whether or not covered by
      insurance, to any of the Purchased
Assets;

            


    

     

    
      	
               
      

            	
              (e)

            	
              no
      legal or regulatory action or proceeding will be pending or threatened by
      any person to enjoin, restrict or prohibit the purchase and sale of the
      Purchased Assets contemplated
hereby;

            


    

     

    
      	
               
      

            	
              (f)

            	
              that
      at the Closing Date, there will have been obtained from all appropriate
      federal, state, municipal or other governmental or administrative bodies
      such licenses, permits, consents, approvals, certificates, registrations
      and authorizations as are required to be obtained by the Vendor to permit
      the change of ownership of the Purchased Assets contemplated hereby, and
      all notices, consents and approvals with respect to the transfer or
      assignment of any contracts;

            


    

     

    
      	
               
      

            	
              (g)

            	
              that
      at the Closing Date, the Vendor will have given or obtained the notices,
      consents and approvals described in Schedule 5 - Consents, in each case in
      form and substance satisfactory to the Purchaser, acting
      reasonably;

            


    

     

    
      	
              13.2

            	
              The
      foregoing conditions of Clause 14.1 are for the exclusive benefit of the
      Purchaser and may be waived in whole or in part by the Purchaser at any
      time.  If any of the conditions contained in Clause 14.1 will
      not be performed or fulfilled at or prior to the Closing Date to the
      satisfaction of the Purchaser, acting reasonably, the Purchaser, may, by
      notice to the Vendor, terminate this Agreement and the obligations of the
      Vendor and the Purchaser under this agreement, provided that the Purchaser
      may also bring an action pursuant to Clause 12.2 against the Vendor for
      damages suffered by the Purchaser where the non-performance or
      non-fulfillment of the relevant condition is as a result of a breach of
      covenant, representation or warranty by the
  Vendor.

            


    

     

    
      	
              13.3

            	
              The
      obligation of the Vendor to consummate the transactions herein
      contemplated is subject to the fulfillment of each of the following
      conditions precedent at the times
stipulated:

            


    

     

    
      	
               
      

            	
              (a)

            	
              that
      the representations and warranties of the Purchaser contained herein are
      true and correct on and as of the Closing Date with the same force and
      effect as if such representations and warranties were made as at the
      Closing Date, except as may be in writing disclosed to and approved by the
      Vendor; and

            


    


    
      
         


      

      
        - 10
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (b)

            	
              that
      all terms, covenants, conditions, agreements, and obligations hereunder on
      the part of the Purchaser to be performed or complied with at or prior to
      the Closing, including in particular the Purchaser’s obligation to deliver
      the documents and instruments herein provided for in Clause 16, have been
      performed and complied with as at the
Closing.

            


    

     

    
      	
              13.4

            	
              The
      foregoing conditions of Clause 14.3 are for the exclusive benefit of the
      Vendor and may be waived in whole or in part by the Vendor at any
      time.  If any of the conditions contained in Clause 14.3 will
      not be performed or fulfilled at or prior to the Closing Date to the
      satisfaction of the Vendor acting reasonably, the Vendor may, by notice to
      the Purchaser, terminate this Agreement and the obligations of the Vendor
      and the Purchaser under this Agreement, provided that the Vendor may also
      bring an action pursuant to Clause 12.3 against the Purchaser for damages
      suffered by it where the non-performance or non-fulfillment of the
      relevant condition is as a result of a breach of covenant, representation
      or a warranty by the Purchaser.

            


    

     

    
      	
              14.

            	
              TRANSACTIONS OF THE
      VENDOR AT THE CLOSING

            


    

     

    
      	
              14.1

            	
              At
      the Closing Date, the Vendor will execute and deliver or cause to be
      executed and delivered all deeds, conveyances, bills of sale, transfers,
      assignments, agreements, certificates, documents, and instruments as may
      be necessary to effectively vest good and marketable title to the
      Purchased Assets in the Purchaser free and clear of any Encumbrances and
      without limiting the foregoing, will execute and deliver or cause to be
      executed and delivered:

            


    

     

    
      	
               
      

            	
              (a)

            	
              a
      bill of sale (Absolute) for the Purchased
  Assets;

            


    

     

    
      	
               
      

            	
              (b)

            	
              all
      consents, approvals, releases, and discharges as may be required to effect
      the transactions contemplated hereby, including in particular those
      described in Schedule 5 - Consents;

            


    

     

    
      	
               
      

            	
              (c)

            	
              a
      certificate of the Vendor dated the Closing Date, acceptable in form and
      content to the legal advisors for the Purchaser, certifying that the
      conditions set out in Clause 14.1 have been
  satisfied;

            


    

     

    
      	
               
      

            	
              (d)

            	
              executed  releases
      by any third parties which have any Encumbrances against the Purchased
      Assets;

            


    

     

    
      	
               
      

            	
              (e)

            	
              a
      subscription agreement for the Pledged Shares in the form as set out in
      Schedule 6; and

            


    

     

    
      	
               
      

            	
              (f)

            	
              all
      such other documents and instruments as the Purchaser’s legal advisors may
      reasonably require.

            


    

     

    
      	
              15.

            	
              TRANSACTIONS OF THE
      PURCHASER AT THE CLOSING

            


    

     

    
      	
              15.1

            	
              At
      the Closing the Purchaser will deliver or cause to be delivered to the
      Vendor:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Irrevocable
      instructions to the transfer agent of the Purchaser as to the issuance of
      the Pledged Shares, in form and substance satisfactory to the
      Vendor;

            


    

     

    
      	
               
      

            	
              (b)

            	
              a
      certified copy of a resolution of the Directors of the Purchaser duly
      passed authorizing the execution and delivery of this Agreement and the
      completion of the transactions contemplated
  hereby;

            


    

     

    
      	
               
      

            	
              (c)

            	
              a
      certificate of an officer of the Purchaser dated as of the Closing Date,
      acceptable in form and content to the legal advisors for the Vendor,
      certifying that the conditions precedent set out in Clause 14.3 have been
      satisfied; and

            


    

     

    
      	
               
      

            	
              (d)

            	
              all
      such other documents and instruments as the Vendor or its legal advisors
      may reasonably require.

            


    


    
      
         


      

      
        - 11
-

        
          

        

      

      
         


      

    

     

    
      	
              16.

            	
              TAXES

            


    

     

    
      	
              16.1

            	
              All
      sales, use and other transfer taxes payable in respect of the transactions
      arising out of the purchase of the Assets as contemplated hereby will be
      paid by the Vendor upto the seaport of
Mumbai.

            


    

     

    
      	
              17.

            	
              FURTHER
      ASSURANCES

            


    

     

    
      	
              17.1

            	
              From
      time to time subsequent to the Closing Date, the parties covenant and
      agree, at the expense of the requesting party, to promptly execute and
      deliver all such further documents and instruments and do all such further
      acts and things as may be required to carry out the full intent and
      meaning of this Agreement and to effect the transactions contemplated
      hereby.

            


    

     

    
      	
              18.

            	
              ASSIGNMENT

            


    

     

    
      	
              18.1

            	
              This
      Agreement may not be assigned by any party hereto without the prior
      written consent of the other parties
hereto.

            


    

     

    
      	
              19.

            	
              SUCCESSORS AND
      ASSIGNS

            


    

     

    
      	
              19.1

            	
              This
      Agreement will enure to the benefit of and be binding upon the parties
      hereto and their respective successors and permitted
    assigns.

            


    

     

    
      	
              20.

            	
              COUNTERPARTS

            


    

     

    
      	
              20.1

            	
              This
      Agreement may be executed in several counterparts, each of which will be
      deemed to be an original and all of which will together constitute one and
      the same instrument.

            


    

     

    
      	
              21.

            	
              NOTICES

            


    

     

    
      	
              21.1

            	
              Any
      notice required or permitted to be given under this Agreement will be in
      writing and may be given by personal service or by prepaid registered
      mail, and addressed to the proper party or transmitted by electronic
      facsimile generating proof of receipt of transmission at the address or
      facsimile number stated below:

            


    

     

    
      	
               
      

            	
              (a)

            	
              if
      to the Vendor:

            


    

    


    Ankur
Scientific Energy Technologies Private Limited,

    ANKUR’,  Near
Old Sama Jakat Naka, Sama Road,

    Baroda-390008,
Gujarat, India

    Facsimile
No.:+91-265-2794042.

    


     to
the Purchaser:

     

    Clenergen
Corporation

    6165 NW
123rd

    Coral
Lane, Florida 33076

     

    Facsimile
No.: +44 (0) 207 7690028


    
      
         


      

      
        - 12
-

        
          

        

      

      
         


      

    

     

    with a
copy to:

     

    Morit
Hock Hamroff & Horowitz LLP,

     

    400,
Garden City Plaza,

     

    Garden
City, NJ 11530, USA

     

    Attn:
Dennis O’Rourke Esq., Of Counsel

     

    Facsimile:+1  (516)
873-2010

     

    or to
such other address or facsimile number as any party may specify by
notice.  Any notice sent by registered mail as aforesaid will be
deemed conclusively to have been effectively given on the fifth business day
after posting; but if at the time of posting or between the time of posting and
the third business day thereafter there is a strike, lockout or other labour
disturbance affecting postal service, then such notice will not be effectively
given until actually received.  Any notice transmitted by electronic
facsimile will be deem conclusively to have been effectively given if evidence
of receipt is obtained before 5:00 p.m. (recipient’s time) on a Business Day,
and otherwise on the Business Day next following the date evidence of receipt of
transmission is obtained by the sender.

     

    
      	
              22.

            	
              TENDER AND
      EXTENSIONS

            


    

     

    
      	
              22.1

            	
              Tender
      may be made upon the Vendor or Purchaser or upon the legal advisors for
      the Vendor or Purchaser and such legal advisors are expressly authorized
      by their respective clients to confirm extensions of the Closing
      Date.

            


    

     

    
      	
              23.

            	
              REFERENCE
      DATE

            


    

     

    
      	
              23.1

            	
              This
      Agreement is dated for reference as of the date first above written, but
      will become binding as of the date of execution and delivery by all
      parties hereto and subject to compliance with the terms and conditions
      hereof, the transfer and possession of the Purchased Assets will be deemed
      to take effect as at the close of business on the Closing
      Date.  References herein to the date of the Agreement or to the
      date hereof shall be deemed to mean the date set forth in the preamble to
      this Agreement.

            


    

     

    
      	
              24.

            	
              REFERENCES TO
      AGREEMENT

            


    

     

    
      	
              24.1

            	
              The
      terms “this Agreement”, “hereof’, “herein”, “hereby”, “hereto”, and
      similar terms refer to this Agreement and not to any particular clause,
      paragraph or other part of this Agreement.  References to
      particular clauses are to clauses of this Agreement unless another
      document is specified.

            


    

     

    IN
WITNESS WHEREOF the parties have executed and delivered these presents on the
dates indicated below.

     

    Ankur
Scientific Energy Technologies Private Limited

    


    
      
        
          	
                  Per:

                	
                  /s/ Ankur Jain

                	 
      
	 
      	
                  Ankur
      Jain, Managing Director

                	 
      
	 
      	 
      	 
      
	
                  Dated:

                	
                  April 24, 2010

                	 
      


        

      

    


    
      
         


      

      
        - 13
-

        
          

        

      

      
         


      

    

     

    CLENERGEN
CORPORATION

    


    
      
        
          	
                  Per:

                	
                  /s/ Mark Quinn

                	 
      
	 
      	
                  Mark
      Quinn, Chief Executive Officer

                	 
      
	 
      	 
      	 
      
	
                  Dated:

                	
                  April 24, 2010

                	 
      


        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    LIST OF
SCHEDULES

    


    
      
        	
                Schedule

              	 
      	
                Description

              
	 
      	 
      	 
      
	
                1

              	
                  

              	
                Purchased
      Assets

              


      

    

     

    SCHEDULE
1

    DESCRIPTION
OF PURCHASED ASSETS

    


    As
per attached quotation certified by the Vendor for installation at any location
specified by the Purchaser in Phillipines

    


    Limited
Notice To Proceed Agreement