TECHNO-COMMERCIAL
AGREEMENT

     

    BETWEEN

     

    CLENERGEN
CORPORATION

     

    AND

     

    BIOMASS
2 BIOPOWER (QA) LIMITED

     

    AND

     

    ENHANCED
BIOFUELS AND TECHNOLOGIES PRIVATE LIMITED

     

    JUNE
2ND  2010

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        

      

    

     

    TECHNO-COMMERCIAL
AGREEMENT

     

    Dated
June 2nd 2010This
Agreement by Biomass2Biopower (QA) Limited, a Company incorporated in Tamilnadu,
with registered address at, 5/10 C Alankar Garden, GN Mills post, Coimbatore 641
029 India and Enhanced Biofuels and Technologies Private Limited, a Company
incorporated in Tamilnadu, with registered address at, 5/10 C Alankar Garden, GN
Mills post, Coimbatore 641 029 India (hereinafter referred to as B2B)

     

    AND

     

    Clenergen
Corporation, a Company registered in the State of Nevada, USA and registered
address at Bath House, 8 Chapel Place, London EC2A 3DQ (hereinafter referred to
as CC).

     

    ARTICLE
1 –PURPOSE OF AGREEMENT:

     

    WHEREAS,
B2B is in the business of the production and sale of cloned varieties of Melia
dubia and micro propagated tissue cultures of the same and undertakes plant
science research and development, biotechnology to Melia dubia and providing
consultancy for establishment and implementation of “Energy crop Plantations”
for maximising the growth and biomass yield
potential.

     

    WHEREAS,
CC is in the business of the cultivation of feedstock/biomass for use in
gasification, Combustion Steam, Hydrocarbon, Anaerobic Digestion and Pelleting
processes for the purpose of producing electricity, Hydrocarbon Fuel, Pellets
and compost and licensing of technology used in the production of feedstock and
power generation

     

    WHEREAS,
CC for the purposes of cultivation of the feedstock and generation of 158
MW/h from 10 projects under agreement in India, Philippines, Ghana, Guyana, and
downstream South Africa and Tanzania, have entered into commercial relationships
with both captive end users and land owners for securing sufficient land in
order to supply biomass for its power projects

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        

      

    

     

    WHEREAS,
B2B are experienced in the field of cloning, micro propagation, fertilisers,
pesticides, biotechnology, and microbiology for energy crop plantations and
intend to establish clonal farms and biotechnology laboratories for the
production of Melia dubia saplings

     

    WHEREAS,
B2B has been appointed by CC as a supplier of Melia dubia clones and micro
propagated planting materials, fertilisers, pesticides and advisors to perform
research, development into improvements in yield and performance of Melia dubia.
B2B warrants that it has the legal right to any and all intellectual property
rights that arise from clonal varieties of mother stock of Melia dubia and/or
pesticides and fertilizers supplied to CC

     

    WHEREAS,
B2B entered into a Memorandum of Agreement with Clenergen Corporation on
October 6th 2009 of which the terms of such have been incorporated under this
Agreement and shall otherwise be considered Null and
Void.

     

    ARTICLE
2: ELEMENTS OF THE AGREEMENT

     

    B2B will
provide Melia dubia clones and  micro propagated planting materials,
plant science, research, development and agronomy management services for
assistance with the implementation of plantations of Melia dubia under a scope
of work as “detailed in schedule 1, subject to the terms and conditions
contained herein:

     

    TECHNICAL
PROGRAMS

     

    
      	
              2.1.1

            	
              CC
      will sub lease 20 acres of land, commencing Spetember 1st
      2010, located at NGO colony, Coimbature (12 acres) and Karumbuthottam,
      Coimbature (8 acres)  for a minimum period of 5 years that is
      currently leased by B2B and located within 5km from its R&D laboratory
      in Coimbatore. The purpose will be to establish a clonal evaluation farm
      and for the  supply of mother stock for CC energy crop
      plantations. B2B will be responsible for sourcing varieties of Melia dubia
      for the clonal farm, testing of pesticides and fertilizers and overall
      agronomy, measurements, layout, signage and  maintenance of the
      site . The sub lease is attached hereto as Appendix
  A.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        

      

    

     

    
      	
              2.1.2

            	
              CC
      and B2B will share equally  the monthly budget for the clonal
      farm and will retain equally all rights to the clones cultivated from
      the  20 acre site, from which mother stock will be produced for
      CC’s energy crop plantationsr both local and for export market.. B2B will
      be responsible to supply a monthly report on all data associated to the
      evaluation farm and varieties of Melia dubia species sourced for biometric
      observation.

            


    

     

    
      	
              2.1.3

            	
              CC
      and B2B will retain equal ownership rights to the clones produced from
      Melia dubia for the country of India. B2B will be allowed to micro
      propagate and distribute the new variety to the clients other than CC only
      after fulfilling the commitments of CC  by paying a royalty to
      CC,. B2B agrees to provide CC with details of its corporate clients
      periodically, for the purpose of seeking pre-approval for the intended
      supply of saplings and inputs.

            


    

     

    
      	
              2.1.4

            	
              B2B
      will select specific clones from the mother stock of Melia dubia, for the
      purpose of CC conducting laboratory tests of The Tree Adaption Process
      (Polyploidisation), for the purpose of producing a new variety of Melia
      dubia biomass feedstock suitable to be cultivated under the climatic and
      soil conditions of the lands identified in schedule
  1.

            


    

     

    
      2.1.5

    

     

    
      	
              2.1.6

            	
              All
      parties acknowledge that no Genetic Engineering will be performed during
      the laboratory tests of any and all species of tree and/or
      grass.

            


    

     

    
      2.1.7

    

     

    
      	
              2.1.8

            	
              Branding

            


    

     

    Products
purchased by CLENERGEN will be branded with the CLENERGEN logo and display
B2BP.

     

    
      	
              2.1.9

            	
              CC
      will invest in the cost of renovating the existing building structures
      located on the Komangalam site, Tamilnadu, for the purpose of establishing
      a production and manufacturing supply centre for Melia dubia pesticides
      and fertilizers. B2B will be responsible for the design of the pesticides
      and fertilizers to be manufactured at the
  facility.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        

      

    

     

    B2B and
CC jointly own  all IP rights associated with the design of
fertilisers and pesticides produced from the facility. B2B will be responsible
to mass produce the out comes of the designed Biofertilizer and Biocontrol agent
for CC’ use. In the event that CC’s requirements are met and that there is
surplus manufacturing capacity available at the facility, B2B and/or CC can
elect to sell these products to a third party. For clients of either party, a
royalty of  of 10%will be paid to CC.

     

    COMMERCIAL
TRIALS

     

    
      	
              2.1.10

            	
              B2B will be required
      to supply  85,000 Melia dubia clones as per Schedule 1 in view
      of conducting trials in India and 337,500 for shipment abroad. Saplings
      will be supplied in poly bags for domestic planting in India and in net
      pots  for export outside of India.  CC will be
      responsible for the costs associated with the shipping and delivery of the
      Melia dubia clones, the purchase price of the saplings will be as per
      schedule

            


    

     

    
      	
              2.1.112.

            	
               

            


    

     

     Alternatively,
B2B will reserve the right to:

     

    
      	
               
      

            	
              a)

            	
              enter
      into a third party supply contract to supply clones from mother stock
      supplied by B2B.

            


    

     

    
      	
               
      

            	
              b)

            	
              multiply
      Melia dubia clone through tissue culture and cuttings for export and
      domestic distribution. Such decision will take into consideration the most
      cost effective and manageable solution available to protect the interests
      and objectives of CC.

            


    

     

    
      	
              2.1.12

            	
              B2B
      will be responsible for providing sufficient planting materials as per
      Schedule I and CC agrees to pay B2B in Indian Rupees per clone and/or
      micro propagated tissue culture plant as outlined in Schedule 2, subject
      to each shipment being pre approved for delivery. Delay in supply by B2B
      and taking delivery by CC is acceptable only for one
  month.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        

      

    

     

    
      	
              2.1.13

            	
              CC
      will be responsible for all shipping costs, handling, nursery requirements
      and planting costs including pesticides, fertilizers, water and bore well
      irrigation and any other associated costs for performing the trials and
      detailed under schedule 1

            


    

     

    
      	
              2.1.14

            	
              B2B
      will be responsible for the production of cuttings from clonal varieties,
      multiplication of micro propagated plants from tissue culture either
      directly using their laboratory and/or subcontracting to qualified third
      parties.

            


    

     

    
      	
               
      

            	
              a)

            	
              B2B
      will be notified sufficiently in advance of the production requirements
      for which the plants are either cuttings from clones or propagated in the
      tissue culture laboratory. Plants are supplied in India will be at the
      Greenhouse hardening stage and shall be supplied in monthly
      instalments.

            


    

     

    
      	
               
      

            	
              b)

            	
              B2B
      will notify CC of any a new superior clone which is not currently being
      used for cuttings and/or tissue Culture propagation
    programs.

            


    

     

    
      	
              2.1.15

            	
              B2B
      will be responsible for loading of saplings onto suitable methods of
      transportation either for local distribution of for export from the port
      of Tuticorin or Chennai. Saplings for delivery oversees will be shipped in
      sealed Cardboard boxes (net bags) and B2B will be responsible for all
      certification and quarantine requirements associated with the country in
      which they will be shipped.

            


    

     

    
      	
              2.1.16

            	
              The
      cost of the planting materials ordered by CC as per rates contained in
      Schedule 1 and 2 shall be paid by CC to B2B as
  follows:

            


    

     

    
      	
               
      

            	
              

                ·

              

            	
              50%%
      of the cost along with the confirmed purchase
  order.

            


    

     

    
      	
               
      

            	
              

                ·

              

            	
              20%15%
      of the cost three months before the scheduled date of
    delivery

            


    

     

    
      	
               
      

            	
              

                ·

              

            	
              15%
      of the cost one month before the scheduled date of
  delivery

            


    

     

    
      	
               
      

            	
              

                ·

              

            	
              15%
      of the cost at the time of shipment of the
  plants.

            


    

     

    
      	
              2.1.17

            	
              B2B
      will assist with gaining clearance for the import and export of mother
      stock and or strains of the biomass feedstock, including but not limited
      to quarantine specifications or other statutory limitations associated
      with the import and export of mother
stock.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        

      

    

     

    COMMERCIAL
PLANTATIONS

     

    
      	
              2.1.18

            	
              CC
      will sub-lease 150 acres of land located in Komangalam, Tamilnadu at the
      current cost of the lease agreement between B2B and the owners of the
      land. Such sub-leasing agreement will be subject to B2B providing certain
      written guarantees that the sub lease  (attached hereto as
      Appendix B) will be for a minimum period of 10 years. B2B will be entitled
      A one time payment per acre equal to the cost of borewell installations,
      drip irrigation and land clearance,cost at the Komangalam
      site.

            


    

     

    
      	
              2.1.19

            	
              CC
      will be responsible for all cost associated with implantation of the
      commercial scale plantation and logistics associated with transporting
      wood chips from Komangalam to its gasification biomass power plant being
      installed at its facility near Salem,
Tamilnadu.

            


    

     

    
      	
              2.1.20

            	
              B2B,
      through its affiliated company, Enhanced Biofuel’s and Technologies
      Private Limited will supply CC with “Jat in the Box”, I hectare Jatropha
      kits containing seeds from EBTi’s elite hybrid strain of Jatropha at a
      gate price all inclusive of $150.00 per box. Each box will be branded with
      the Clenergen Logo and represent that the inputs were supplied Enhanced
      Biofuels and Technologies Limited.

            


    

     

    
      	
              2.1.21

            	
              B2B
      will be entitled to a commission on a case by case basis for land parcels
      suitable for cultivation of either Melia dubia, Beema Bamboo or Paulownia,
      including the requirement for 400 acres in Salem,
    Tamilnadu.

            


    

     

    
      2.1.22

    

     

    FINANCIAL
CONSIDERATION
  

    
      	
              2.1.23

            	
              It
      is hereby acknowledged that CC shall issue  750,000 common
      shares of Clenergen Corporation, (OTC: BB) to B2B and trading under the
      ticker symbol `CRGE’for Compensation for
  Services

            


    

     

    B2B will
be entitled to a commission on a case by case basis for land parcels suitable
for cultivation of either Melia dubia, Beema Bamboo or Paulownia

     

    
      	
              2.1.24

            	
              It is agreed that
      for time dedicated directly by Dr Arumugam for the projects as outlined
      herein will be charged at a rate of US $250 per day for work performed in
      India and US $350 per day for work performed anywhere else in the world.
      In addition to compensation for time incurred, Dr Arumugam will be
      entitled to a bonus of 200,000 common shares of Clenergen Corporation
      stock, upon the completion of the trials. up?)

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        

      

    

     

    
      	
              2.1.25

            	
              CC
      and B2B will enter into a separate agreement with regards to their
      business relationship associated with offset projects originating in
      India.

            


    

     

    
      	
              2.1.26

            	
              It
      is acknowledged that B2B has various relationships with prominent
      scientists, including a Scientific Board of Advisors. Subject to
      pre-approval of B2B, CC will be permitted to publicly present the B2B
      Scientific Board of Advisors to investors and other third
      parties.

            


    

     

    ARTICLE
3: CONFIDENTIALITY

    Both
parties have signed a Binding Non Disclosure/Confidentiality Agreement as of
October 6th, 2009
and have agreed to adhere to the terms and conditions of this
Agreement.

     

    ARTICLE
4: TERMINATION

     

    Either
Party may terminate the Agreement at any time by providing not less than sixty
(60) calendar day’s prior written notice.  Termination will not
eliminate either party’s obligations to protect the IP, honour the
confidentiality clause and to fulfil any financial obligations already incurred
by implementation of this agreement.

     

    ARTICLE
5: JURISDICTION

     

    This
Agreement will be governed by the Laws of India. The Courts of India will have
exclusive jurisdiction arising out of or in connection with this
Agreement

     

    This
Agreement shall not be assignable without the prior written consent of B2B and
CC.

     

    This
Agreement is hereby entered into this the June 2nd
2010.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        

      

    

    
      
         

        
          	
                  Signed:

                
	 
      
	
                  /s/Mark
      LM Quinn

                
	
                  Mark
      LM Quinn, Chief Executive Officer

                
	
                  Clenergen
      Corporation

                
	 
      
	
                  Signed:

                
	 
      
	
                  /s/ Dr.
      Ganapathy Arumugam

                
	
                  Dr.
      Ganapathy Arumugam, Director

                
	
                  Biomass2Biopower(QA)Limited

                
	
                  Enhanced
      Biofuels and Technologies Private
Limited

                


        

      



    SCHEDULE
1

     

    SCOPE OF
WORK

     

    The scope
of work will include but not be limited to the following
deliverables:



     

    
      	
              1.

            	
              Set
      up and conduct the following trials in
:

            


    

     

    
      	
               
      

            	
              

                ·

              

            	
              India
      (Valliyur, Tamilnadu)

            


    

     

    
      	
               
      

            	
              

                ·

              

            	
              Philippines
      (Romblon Island)

            


    

     

    
      	
               
      

            	
              

                ·

              

            	
              Ghana
      (Aflam Plains, Ashanti region)

            


    

     

    
      	
               
      

            	
              

                ·

              

            	
              Ghana
      (Bole, Northern Region)

            


    

     

    
      	
               
      

            	
              

                ·

              

            	
              Guyana
      (Georgia Caribbean International
Limited)

            


    

     

    
      	
               
      

            	
              

                ·

              

            	
              Tanzania
      (site to be determined) :

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        

      

    

     

    
      	
              2.

            	
              Each
      trial will consist of the
following:

            


    

     

    
      	
               
      

            	
              

                ·

              

            	
              25
      acre spacing trials using mother stock of Melia dubia provided by B2B in
      planting density of 1700 per acre.

            


    

     

    
      	
               
      

            	
              

                ·

              

            	
              25
      acre spacing trials using mother stock of Melia dubia provided by B2B in
      planting density of 1000 per acre.

            


    

     

    
      	
              3.

            	
              A
      total of three hundred (300) acres of trials will be planted in the six
      (6) regions as listed under point 1. CC will be responsible for all
      logistics and delivery associated with the supply of Melia dubia saplings
      supplied by B2B. All incremental nurseries, transportation and handling
      costs associated with Melia Dubia will be at the cost of
    CC.

            


    

     

    
      	
              4.

            	
              It
      is the intent that all trials will be completed by December 31st
      2010.

            


    

     

    SCHEDULE
2

     

    PRICING

     

    SCHEDULE
2

     

    PRICING

     

    Pricing
per Sapling supplied by B2B either directly or through an approved third parties
as designated by B2B.

     

    
      
        
          	
                  For
      Domestic:

                
	 
      
	
                  Tissue
      Culture Melia dubia plants:

                
	 
      	 
      	 
      
	
                  Polybag
      plants

                	
                  :

                	
                  USD
      0.63 per plant, Ex-Coimbatore, Tamilnadu

                
	 
      	 
      	 
      
	
                  Clone
      Melia dubia plants:

                
	 
      	 
      	 
      
	
                  Polybag
      plants

                	
                  :

                	
                  USD
      0.63 per plant, Ex-Coimbatore,
Tamilnadu

                


        

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        

      

    

     

    
      
        
          
            
              
                	
                        For
      Export:

                      
	 
      	 
      	 
      
	
                        Tissue
      Culture Melia Dubia plants:

                      
	 
      	 
      	 
      
	
                        Net
      pot stage plants

                      	
                        :

                      	
                        USD
      0.38/per plant, Ex-Coimbatore, Tamilnadu

                      
	 
      	 
      	 
      
	
                        Clone
      Melia Dubia plants:

                      	 
      	 
      
	 
      	 
      	 
      
	
                        Net
      pot stage plants

                      	
                        :

                      	
                        USD
      0.38/per plant, Ex-Coimbatore, Tamilnadu

                      
	 
      	 
      	 
      
	
                        Bioprime
      and Bioprevent

                      
	 
      
	
                        Nursery

                      
	 
      	 
      	 
      
	
                        Bioprime

                      	
                        :

                      	
                         USD
      13.13/1000 plant, Ex-Coimbatore, Tamilnadu

                      
	 
      	 
      	 
      
	
                        Bioprevent

                      	
                        :

                      	
                        USD
      1.9 /1000 plant, Ex-Coimbatore, Tamilnadu

                      
	 
      	 
      	 
      
	
                        Commercial
      Plantation

                      
	 
      	 
      	 
      
	
                        Bioprime

                      	
                        :

                      	
                        USD
      52.5/1000 plant, Ex-Coimbatore, Tamilnadu

                      
	 
      	 
      	 
      
	
                        Bioprevent

                      	
                        :

                      	
                        USD
      18.75/1000 plant, Ex-Coimbatore,
Tamilnadu

                      


              

            

          

        

      

    

    The
Export price is inclusive of preparation of clones and tissue culture plants as
per the quarantine requirement of the importing country and growing it in soil
free media as per the phyto regulation, packing in cardboard box, arranging
quarantine inspection as per the import permit of the importing country and
obtaining certificates such as, certificate of origin,  WLRO
certificate, CITES certificate and clearing and forwarding, including freight
cost by international carrier, additional charges for quick custom clearance and
security clearance without cooling period in India as perishable
shipment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        

      

    

     

    APPENDIX
A

     

    SUB LEASE
AGREEMENT

    NGO
colony, Coimbature (12 acres) and Karumbuthottam, Coimbature (8
acres)

     

    APPENDIX
B

    SUB LEASE
AGREEMENT

    150 acres
of land located in Komangalam, Tamilnadu