SHARE
      PURCHASE AGREEMENT

              
	 
      
	
                BETWEEN

              
	 
      
	
                Clenergen
      India

              
	 
      
	
                And

              
	 
      
	
                Enkem
      Engineers Private Limited

              


      

       

      
        
          
             


          

          
            i

            
              

            

          

          
             


          

        

      

       

        
          

        

      

       

    

    
      SHARE
PURCHASE AGREEMENT

    

    


    THIS AGREEMENT is executed on
this 12th day of
December 2009 by and between:

    


    
      	
              1.

            	
              [Clenergen
      India Private
      Limite, a company incorporated under the provisions of the
      Companies Act, with its registered office at 36 A, Cathedral
      Garden Road, Chennai 600 034 ("Clenergen") (hereinafter
      referred to as the "Purchaser", which
      expression shall unless repugnant to the context thereof be deemed to mean
      and include its successors in business and assigns,
      respectively);

            


    

    


    
      	
              2.

            	
              Enkem Engineers Private
      Limited, a company incorporated under the provisions of the
      Companies Act with its registered office at _No. 824,
      Poonnamalleee_High Road, Chennai 600 010_ ("Enkem") and,
      (hereinafter  referred to as the "Seller", which
      expression shall unless repugnant to the context thereof be deemed to mean
      and include their successors in business and assigns,
      respectively);

            


    

    


    
      	
              3.

            	
              United
      Bio Fuels Private Limited a company incorporated under the provisions of
      the Companies Act, with its registered office at 824, Poonnamallee High
      Road, Chennai 600 010 (hereinafter referred to as the "Company" which
      expression shall unless repugnant to the context thereof be deemed to mean
      and include its successors in business and permitted assigns) as the
      confirming party to this Agreement.

            


    

    


    The
Seller and the Purchaser are individually referred to as a "Party"

    WHEREAS:

    


    
      	
              A.

            	
              The
      Company is engaged in the business of [power
      generation through biodegradable resources such as poultry
      litter.]

            


    

    


    
      	
              B.

            	
              The
      Company has at the date hereof, an authorised share capital
      of  9000000  equity shares  of Rs. 10 each
      aggregating to Rs. 90 Milllions 
      and that the Seller own33.5%of the fully paid up subscribed share capital
      of the Company on a Fully Diluted Basis aggregating to 7320564 equity
      shares of Rs. 10 each (collectively the "Shares").

            


    

    


    
      	
              C.

            	
              It
      is the intention of the Parties that upon the consummation of the sale and
      purchase of the shares pursuant to this Agreement, the Purchaser shall own
      the entire issued and subscribed share capital of the Company, together
      with all the rights, economic value and benefits pertaining thereto.
      

            


    

     

    
      	
              D.

            	
              The
      Seller has agreed to sell to the Purchaser, and the Purchaser has agreed
      to purchase from the Seller the shareholding in the Company, for the
      Purchase Consideration (as defined hereunder) in accordance with the terms
      and conditions set forth in this Agreement ("Share
      Purchase")

            


    

    
         


      NOW THEREFORE IN
CONSIDERATION OF THE MUTUAL PROMISES SET OUT BELOW, THE PARTIES AGREE AS
FOLLOWS:

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

    
       

      
        

      

       

    

    
      	
              1. 

            	
              DEFINITIONS AND
      INTERPRETATION

            


    

    


    
      	
              1.1 

            	
              Definitions

            


    

    


    The
following words and expressions shall, unless the context otherwise requires,
have the meanings set out below:

    


    "Accounts" means the audited
financial statements of the Company comprising the balance sheet of the Company,
the consolidated balance sheet, profit and loss account and cash flow statement,
together with the notes thereon, directors' report and auditors' certificate, as
at and for the financial period ended on the Accounts Date;

    


    "Accounts Date" means 31 March,
2009

    


    "Affiliate" means any entity
that controls or is controlled by, directly or indirectly, or is under common
control of a Party, where "control" and "controlled by" means the possession of
the power to influence the management and policies of such entity, whether
through the ownership of voting stock of such entity, by contract or
otherwise;

    


    "Agreement" means this share
purchase agreement including all Schedules;

    


    "Articles" means the articles
of association of the Company;

    


    
      "Assets" means the
assets/properties of the Company or any part(s) thereof and "Asset" means any
one of them

    

    


    "Board of Directors" shall mean
the board of directors of the Company;

    


    "Business
Day" means any day except a Saturday, Sunday or other day on which
commercial banks in India and Mauritius and  are authorized or
permitted by applicable law to close.

     

    "Closing" means
the  of the Share Purchase in accordance with Clause 6 and the
recording of the Purchasers as the registered holders of the Shares in the
register of members of the Company;

    


    "Closing Date" means the date
on which Closing takes place which shall be on the _14th
December 2009 Business Day following the date on which the Seller notify the
Purchaser of the fulfilment by the Seller of its obligations in accordance with
Clause 4 or such other date as may be notified to the Purchaser by the
Seller;

    


    "Company" shall have the
meaning ascribed to it in the preamble of this Agreement;

     

    "Companies Act" means the
Companies Act, 1956;

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      
    

    "Conditions Precedent" shall
have the meaning ascribed to it in Clause 4.1;

    


    "Disclosure Schedule" shall
have the meaning ascribed to it in Clause 7.7;

    


    "Encumbrance" means any
mortgage, charge (whether fixed or floating), pledge, lien, security interest or
other third party right or interest (legal or equitable) over or in respect of
the relevant Asset, security or right including the Shares;

    


    "Financials"
means:

    


    
      
        	
              	
                (i)

              	
                the
      audited  balance sheet as of March 31,
      2009, and the related  statements of income, cash flow
      and other information that are more particularly set out in Schedule
      III;

              


      

    

    


    "Government Entity" means and
includes central/federal, state and local authorities to which the Parties are
subject;

    


    "Interim Period" means the
period between the date of this Agreement and the earlier of the date of
termination of this Agreement and the Closing Date;

    


    "Long Stop Date" means December
14 th 2009 or such other date decided exclusively by the
Purchasers;

    


    "Material Adverse Effect" means
any change, event or effect other than in the ordinary course of business and
consistent with past practice, that is, likely to be materially adverse to the
business, assets (including intangible assets), liabilities, financial
condition, property prospects or results of operation of the Company taken as a
whole.

    


    "Memorandum" means the
memorandum of association of the Company;

    


    "Person"
means any company or association or body of individuals, whether incorporated or
not;

    


    "Purchase Consideration" shall
have the meaning ascribed to it in Clause 3.1;

    


    
      "RBI" means the Reserve Bank of
India;

    

    


    "Rs." or "Rupees" means the lawful
currency of India;

    


    "Share Purchase" shall have the
meaning ascribed to it in Recital D;

    


    "Shares" means
909,250 unpledged equity shares of Rs. 10 each of the Company,
issued and held by the Seller, constituting the shareholding of the Seller in
the  Company, including all legal and beneficial interest in the
Shares and equity shares held by the financial investors who have confirmed the
terms  laid down in the Offer Letter issued by Clenergen to the
Company which would  along with pledged shares together with the
Seller’s Shareholding encompass 100% of the issued and paid up capital of the
Company

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      

    

     

    "Tax" shall means (a) any
and all taxes, assessments and other charges, duties, impositions and similar
liabilities imposed by any Government Entity, including taxes based upon or
measured by gross receipts, income, profits, sales and value added, withholding,
payroll, excise and property taxes, together with all interest, penalties and
additions imposed with respect to such amounts; (b) any liability for the
payment of any amounts by the Company as a result of being a member of an
affiliated, consolidated, combined or unitary group for any period; and
(c) any liability for the payment of any amounts by the Company as a result
of any express obligation to indemnify any other Person or as a result of any
obligation under any agreement or arrangement with any other Person with respect
to such amounts and including any liability for Taxes of a predecessor entity;
and

    


    "Warranties" means the
representations, warranties, covenants and undertakings set out in this
Agreement and particularly in Clause 7 and Schedule IV.

    


    
      	
              1.2 

            	
              Interpretation

            


    

    


    
      	
               
      

            	
              In
      this Agreement unless the context otherwise
  requires:

            


    

    


    
      	
               
      

            	
              (a)

            	
              references
      to any statute or statutory provision or order or regulation made there
      under shall include that statute, provision, order or regulation as
      amended, modified, re-enacted or replaced from time to time whether before
      or after the date hereof;

            


    

    


    
      	
               
      

            	
              (b)

            	
              headings
      to Clauses are for information only and shall not form part of the
      operative provisions of this Agreement and shall not be taken into
      consideration in its interpretation or
  construction;

            


    

    


    
      	
               
      

            	
              (c)

            	
              references
      to Recitals, Clauses or Schedules are, unless the context otherwise
      requires, to recitals to, clauses of or schedules to this
      Agreement;

            


    

    


    
      	
               
      

            	
              (d)

            	
              unless
      the context otherwise requires, reference to one gender includes a
      reference to the other, words importing the singular include the plural
      and vice versa;

            


    

    


    
      	
               
      

            	
              (e)

            	
              references
      to the words "include" or "including" shall be construed as being suffixed
      by the words "without limitation";

            


    

    


    
      	
               
      

            	
              (f)

            	
              a
      reference to a day, month or year is relevant to a day, month or year in
      accordance with the Gregorian calendar; unless otherwise specified in this
      Agreement;

            


    

    


    
      	
               
      

            	
              (g)

            	
              a
      reference to an agreement, deed, instrument or other document include the
      same as amended, novated, supplemented, varied or replaced from time to
      time;

            


    

    


    
      	
               
      

            	
              (h)

            	
              the
      expression "writing" or "written" shall include
      communications by notice, telex, telegram, facsimile (fax) and letter;
      and

            


    

    


    
      	
               
      

            	
              (i)

            	
              Unless
      the context otherwise requires, reference to one gender includes a
      reference to the other, words importing the singular include the plural
      and vice versa

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      

    

     

    
      	
               
      

            	
              (J)

            	
              The
      obligations and liabilities of the Sellers under this Agreement shall be
      joint and several.

            


    

    


    
      	
              2. 

            	
              SHARE
      PURCHASE

            


    

    


    
      
        	
                2.1

              	
                In
      accordance with and subject to the terms of this Agreement, the Seller
      shall sell, transfer, convey and the Purchasers shall purchase the Shares
      from the Seller, on and with effect from the Closing Date, free from all
      Encumbrances except those ____ of Equity Shares which are pledged with
      IREDA and together with all accrued benefits and attached rights and all
      dividends declared after the Accounts Date in respect of the Shares. The
      Seller shall ensure and take all necessary steps to have the pledged
      shares transferred to the Sellers herein upon closure of the loan
      outstanding to IREDA for a consideration of Re.
  1/-

              


      

    

    


    
      	
              2.2

            	
              The
      shareholding of the Company after successful consummation of the
      Closing,and considering the pledged shares are subsequently transferred
      after closing date by IREDA shall be held by the Purchaser
      herein.

            


    

    


    
      	
              3. 

            	
              PURCHASE
      CONSIDERATION

            


    

    


    
      	
              3.1

            	
              In
      consideration for the sale and transfer of the Shares by the Seller as set
      out in Clause 2, the Purchasers shall pay a total consideration of Rs. 7.5
      Millions ("Purchase
      Consideration") to the Seller and to the other financial
      shareholders, details of which are set out in Schedule II (The amounts are
      already placed  with ABN Amro Bank N.V., Harrington Road,
      Chennai 600031.  The Purchasers hereby agree to  pay a
      sum not exceeding Rs. 70 Millions towards the outstanding loans including
      interest and other charges in respect of the sums due to
      IREDA  On closing date. The Purchasers shall also make a payment
      of Rs. 5 Millions to the Seller herein who undertakes to pay off all the
      current and other liabilities of the Company besides the sums due to
      IREDA.  Any further liability till the date of execution of this
      agreement shall be to the account of the
Seller.

            


    

    


    
      	
              3.2

            	
              The
      Purchasers shall be deemed to have fulfilled their obligations under this
      Clause 3 once the Purchase Consideration has been transferred or remitted
      to the respective accounts of the Seller in accordance with Clause 6.
      

            


    

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

     

    
      

    

    


    
      	
              4.

            	
              CONDITIONS PRECEDENT TO
      CLOSING

            


    

    


    
      	
              4.1

            	
              The
      Purchasers obligation to purchase the Shares and remit the Purchase
      Consideration in accordance with Clause 6 is subject to the fulfilment on
      or prior to the Long Stop Date, of each of the following conditions any
      one or part of which may be waived in writing exclusively by the
      Purchasers, and the Sellers shall, and where applicable, shall cause the
      Company to satisfy the following conditions ("Conditions"):

            


    

     

    
      	
               
      

            	
              ­(a)

            	
              The
      Sellers and the Purchasers shall have obtained all approvals as
      stipulated in Schedule I--which are required in connection with the
      execution and delivery of the Agreement and consummation of the
      transactions contemplated by this Agreement and the certified copies of
      the same shall have been delivered to each of the
    Purchaser.

            


    

    


    
      	
               
      

            	
              (b)

            	
              All
      loan balances outstanding to IREDA including overdue balances and
      interest/ overdue interest have been settled or approvals from IREDA shall
      have been obtained by the Seller and as part of the overall consideration
      for acquisition of the Company, the Purchases shall provide a sum not
      exceeding Rs. 70Millions towards the One Time Settlement relating to the
      loan from IREDA.

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      Seller shall have obtained written resignation letters
      from   P..Subramani & Peter Stepany , as directors of
      the Company effective as at the end of the Closing
  Date.

            


    

    


    


    
      	
               
      

            	
              (f)

            	
              The
      Company providing the Purchasers with certified true copies of the extract
      of the resolutions passed in a meeting of its board of directors on
      closing date:

            


    

    


    
      	
               
      

            	
              (i)

            	
              agreeing
      to effect the transfer of the Shares upon the duly executed and stamped
      share transfer forms along with the original share certificates being
      delivered to it; and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              approving
      the Company's execution of this Agreement and conferring authority on
      MrP.Subramani  the Managing Director of the Company, to sign and
      duly execute this Agreement.

            


    

     

    The
Company shall undertake and provide an undertaking in the format mutually agreed
by all the parties to the effect that all legal requirements in respect of its
allotment of shares to the shareholders is in order and further as a token of
the undertaking, authorizes the purchasers to withhold a sum of Rs. 0.5 Millions
out of the 5 Millions payable to the Company/ Enkem for a period of 120 days
from the date of execution of this agreement .  Upon the completion of
120 days as aforementioned, the said sum net of any outflow in respect of
matters relating to allotment of shares shall be released by the purchaser to
the seller herein.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

      


    
      

    

      


    
      	
               
      

            	
              (g)

            	
              Copy
      of a certificate to be signed on the Closing Date by Seller, to the effect
      that as of the Closing Date the Company and the Sellers have performed and
      complied in all material respects with all covenants and obligations under
      this Agreement as necessarily required and agreed to be performed and
      complied with by such Party as of the Closing Date;
  and

            


    

    


    
      	
               
      

            	
              (h)

            	
              The
      Sellers shall procure that the Company performs the following corporate,
      regulatory and other actions till the Closing
  Date:

            


    

    


    
      	
               
      

            	
              (i)

            	
              Maintenance
      and updation of all statutory registers required to be maintained under
      the Companies Act;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Undertaking
      all statutory filings as may be required under the Companies
      Act.

            


    

    


    
      	
              4.2

            	
              Other
      than such Conditions as are waived by the Purchasers, the Sellers shall,
      by the Long Stop Date notify the Purchaser, that all the Conditions under
      Clause 4.2, and 4.3 have been
satisfied.

            


    

    


    
      	
              4.3

            	
              If
      all the Conditions have been satisfactorily fulfilled or waived by the
      Long Stop Date, the Closing shall take place on the Closing Date in
      accordance with Clause 6.

            


    

    


    
      	
              4.4

            	
              If
      all the Conditions have not been satisfactorily fulfilled or waived by the
      Long Stop Date, the respective obligations of the Parties shall cease and
      the Purchasers may in their sole discretion terminate this Agreement and
      except in relation to any breach of any provision of this Agreement prior
      thereto no Party shall have any claim against any other
    Party.

            


    

    


    
      	
              5. 

            	
              PERIOD UNTIL
      CLOSING

            


    

    


    
      	
              5.1 

            	
              Conduct of Business of the
      Company

            


    

    


    During
the Interim Period, the Sellers agree to conduct the business of the Company in
a diligent manner and in accordance with sound and prudent business practices.
During the Interim Period, the Sellers shall, within 3 Business Days promptly
notify each of the Purchasers of: (a) any event, occurrence or emergency
not in the ordinary course of business of the Company; or (b) any event
which could have a materially negative effect on the financial condition or the
operations of the Company; or (c) any matter or thing which may or has come to
the knowledge of the Sellers and which is inconsistent with any of the
representations and warranties made by the Sellers under this Agreement or is
likely to affect the judgement of each of the Purchaser.  Except as
expressly contemplated by this Agreement, the Sellers shall ensure that the
Company shall not, without the prior written consent of the Purchaser during the
offer validity period :

    


    
      	
               
      

            	
              (a)

            	
              Undertake
      any transaction except in the ordinary course of business as conducted on
      that date and consistent with past
practices;

            


    

    


    
      	
               
      

            	
              (b)

            	
              Make
      any modifications, amendments or changes to its articles and memorandum of
      association;

            


    

    


    
      	
               
      

            	
              (c)

            	
              Undertake
      any expenditure, transaction or
commitment

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      
 

    
      	
               
      

            	
              (d)

            	
              Adopt
      or make changes in any accounting method in respect of taxes, agreement or
      settlement of any claim or assessment in respect of
  taxes;

            


    

    


    
      	
               
      

            	
              (e)

            	
              Issue
      or authorize issuance of any other securities in respect of, in lieu of or
      in substitution for shares in the
Company;

            


    

    


    
      	
               
      

            	
              (f)

            	
              sell,
      lease, license or otherwise  dispose of any of the Assets of the
      Company, including the sale of any accounts receivable of the Company or
      its Subsidiary, or any creation of any security interest in such assets or
      properties, in excess of monetary limits which are equivalent to the
      amount in Clause 5.1(c);

            


    

    


    
      	
               
      

            	
              (g)

            	
              Make
      any loan to any person, or purchase any debt securities of any person in
      excess of the monetary limits which are equivalent to the amount in Clause
      5.1(c);

            


    

    


    
      	
               
      

            	
              (h)

            	
              waive
      or release any right or claim for an amount equivalent to the amount in
      Clause 5.1(c), including any waiver, release or other compromise of any
      account receivable of the Company;

            


    

    


    
      
        	
              	
                (i) 

              	
                Commence
      or settle any lawsuit;

              


      

    

    


    
      	
               
      

            	
              (j)

            	
              Sell,
      lease, license or transfer to any person any intellectual property rights
      of the Company or enter into any transaction relating to such rights in
      excess of monetary limits which are equivalent to the amount in Clause
      5.1(c);

            


    

    


    
      
        	
              	
                (k) 

              	
                Grant
      any sublease of any leased property of the
  Company;

              


      

    

    


    
      	
               
      

            	
              (l)

            	
              agree
      to acquire by merging or consolidating with, or by purchasing Assets or
      equity securities of, any business or corporation, partnership,
      association or other business organization or division thereof, or other
      acquisition or agree to acquire any assets or any equity securities that
      are material, individually or in the aggregate, to the business of the
      Company;

            


    

    


    
      	
               
      

            	
              (m)

            	
              adopt
      or amend any Company employee plan, execute or amend any employee
      agreement, or pay or agree to pay any bonus or special remuneration to any
      director or employee, or increase or modify the salaries, wage rates or
      other compensation (including any equity based compensation) of any
      employee;

            


    

    


    
      	
               
      

            	
              (n)

            	
              increase
      the salaries of employees nor provide any extraordinary employment
      benefits to the employees of the Company without prior written consent of
      the Purchaser

            


    

    


    
      	
               
      

            	
              (o)

            	
              promote
      or effect similar change to the employment status or title of any
      employee;

            


    

    


    
      	
               
      

            	
              (p)

            	
              alter
      any interest in a subsidiary or any corporation, association, joint
      venture, partnership or business entity in which the Company directly or
      through each other holds any interest which may amount to a Material
      Adverse Effect; or

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      
 

    
      	
               
      

            	
              (q)

            	
              agree
      to do any of the things described in the preceding sub-clauses of this
      Clause 5.1

            


    

    
          


    

    
      	
              5.2

            	
              Access to
      Information

            


    

    


    The
Sellers shall, during the Interim Period, afford the Purchaser and its
representatives, as notified, access to all of the properties, books, contracts
and records of the Company, all other information concerning the Company as the
Purchaser may  request, and information relating to all employees of
the Company.  All information disclosed by the Company to the
Purchasers and/or their representatives, pursuant to this Clause 5.2 shall be
provided on a strictly confidential basis and shall be held in trust by the
Purchasers and/or their representatives and shall be kept confidential by the
Purchasers and/or their representatives except the following information
which:

    


    
      	
               
      

            	
              (a)

            	
              is
      required to be disclosed by, under or pursuant to any law in force or
      pursuant to any order, decree, judgment, award, etc., of any competent
      court, tribunal, board, government or statutory authority,
      etc.;

            


    

    


    
      	
               
      

            	
              (b)

            	
              is
      public knowledge or which subsequently becomes public knowledge, other
      than by way of a breach of the terms of this
  Agreement;

            


    

    


    
      	
               
      

            	
              (c)

            	
              is
      available to the Purchaser and/or its representatives prior to its
      disclosure by the Company under the terms of this Agreement or which
      becomes known to the Purchaser and/or its representatives prior to or
      subsequent to such disclosure without similar restrictions from a source
      other than the Company, as evidenced by
records;

            


    

    


    
      
        	
              	
                (d)

              	
                The
      Company agrees in writing may be disclosed;
or

              


      

    

    


    
      	
               
      

            	
              (e)

            	
              is
      or becomes available in writing to the Purchaser from sources which to the
      Purchaser's knowledge are under no obligation of confidentiality to the
      Company.

            


    

    


    
      	
              6. 

            	
              CLOSING

            


    

    


    
      	
              6.1 

            	
              Closing
      Actions

            


    

    


    Subject
to the terms of this Agreement, Closing shall take place at a mutually agreed
location in Chennai  on
the Closing Date and the following transactions shall deemed to be consummated
simultaneously:

    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

     

    
      
 

    
      	
            	
              6.1.1 

            	
              Certificates

            


    

    


    
      The
Sellers, shall hand over the originals of the documents mentioned in Clause 4.1
(g), (h) and (i) to the  Purchaser; and

    

    


    
      	
            	
              6.1.2 

            	
              Execution
      of share transfer documents

            


    

    


    Enkem
shall execute and deliver to [the relevant
Purchaser] necessary forms and documents including Form FC-TRS, consent
letters, undertakings, etc., in accordance with Foreign Exchange Management
ACT

    


    The
Purchaser shall file the duly completed Form FC-TRS together with all relevant
documents after closing date.

     

    
      
        	
              	
                6.1.3

              	
                Share
      transfer forms

              


      

    

    


    The
Seller shall execute and deliver to the Purchasers duly executed and valid share
transfer forms and original share certificates in respect of the Shares free and
clear of all Encumbrances.


    


    
      	
               
      

            	
              6.1.4

            	
              Purchase
      Consideration

            


    

    


    
      	
               
      

            	
              Purchaser
      shall cause the remittance of their respective share of the Purchase
      Consideration to the bank accounts of the Seller  in such
      proportions and in accordance with the bank account details stated in the
      Schedule
      V.on  closing date

            


    

    


    
      	
               
      

            	
              6.1.5

            	
              Meeting of the Board
      of
      Directors

            


    

    


    The
Seller shall cause the Company to convene a meeting of the Board of Directors
on  the date of payment of the purchase
consideration  to:

    


    
      	
               
      

            	
              (a)

            	
              approve
      the transfer of the Shares in favour of the Purchaser and to duly endorse
      and deliver original share certificates for the Shares evidencing the
      Purchasers as the lawful and beneficial owners of the
    Shares;

            


    

    


    
      	
               
      

            	
              (b)

            	
              enter
      the name of the Purchasers\as members in the register of members
      maintained by the Company in accordance with the requirements of the
      Act;

            


    

    


    
      	
               
      

            	
              (c)

            	
              approve
      the appointment of Mark
      Quinn and Abhilash Kamti nominees of Purchaser as additional
      directors of the Company effective as of the Closing
  Date;

            


    

    


    
      	
               
      

            	
              (d)

            	
              accept
      the resignations of all the directors and additional directors (except the
      nominees of the Purchasers appointed in accordance with 6.1.5 (c) above),
      of the Company with effect from the end of the Closing
    Date;

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      
 

    
      	
               
      

            	
              (e)

            	
              revoke
      all mandates to bankers existing as on the Closing Date, and granting
      authority in favour of such persons as the Purchasers may nominate to
      operate the bank accounts thereof;

            


    

    


    
      	
               
      

            	
              (f)

            	
              revoke
      all power of attorneys issued by the Company and existing as on the
      Closing Date; and

            


    

     

    
      	
            	
              7. 

            	
              WARRANTIES 

            


    

    


    
      	
              7.1

            	
              The
      Seller are the holders of 33.5% the issued share capital of the Company,
      and are therefore competent to give Warranties on their own behalf as well
      as in respect of the Company as set out in Schedule
    IV.

            


    

    


    
      	
              7.2

            	
              The
      Seller hereby represent, warrant, covenant and undertake to the Purchasers
      on their behalf and on behalf of the Company (so as to bind the Seller and
      their respective legal representatives, and assigns) as
      follows:

            


    

    


    
      	
               
      

            	
              (a)

            	
              All
      of the Shares are fully paid, or properly credited as fully paid, and have
      been validly issued to the all the existing shareholders of the company,
      whose details are set forth in Schedule  II to this
      Agreement.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Seller is the absolute legal and beneficial owners of the shares and has
      full legal right, power and authority to enter into, execute and deliver
      this Agreement and to perform the obligations, undertakings and
      transactions set forth herein, and this Agreement has been duly and
      validly executed and delivered by the Seller and constitutes a legal,
      valid and binding obligation, enforceable against them in accordance with
      its terms;

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      Shares owned by the Seller are free and clear of all Encumbrances
      (excluding those pledged to IREDA.
)

            


    

    


    
      	
               
      

            	
              (d)

            	
              Except
      for the transaction contemplated by this Agreement there is no
      subscription, option, warrant, call-right, agreement or commitment
      outstanding in relation to the sale or transfer of the
    Shares;

            


    

    


    
      	
               
      

            	
              (e)

            	
              The
      Seller has not entered into any contracts, arrangements or engagements
      with any third party(ie) or done any acts on behalf of the Company which
      may at a later stage lead to any material liabilities for the Company
      other than the acts done by it in the usual and ordinary course of
      business;

            


    

    


    
      	
               
      

            	
              (f)

            	
              The
      transfer of the unpledged  Shares
      to  the  Purchaser hereunder will convey to
      the  Purchaser good and marketable title to the Shares, free and
      clear of all pledges, security interests, options, equities, liens,
      charges, Encumbrances, claims or other third party rights (including
      rights of pre emption) whatsoever;

            


    

    


    
      	
               
      

            	
              (g)

            	
              All
      claims/ penalties if any, claimed by creditors including related parties
      of the Company have been settled as at the Closing Date and the relevant
      no due certificates have been obtained; The Seller shall provide an
      undertaking to the effect that on the payment of Rs. 5 Millions, all
      liabilities of the Company besides the sums due to IREDA shall stand
      extinguished and the seller indemnifies the Purchasers and the Company
      from any statutory or non statutory liability or financial obligation
      pertaining to the period upto the date of transfer of shares to the
      purchasers.

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      
 

    
      	
               
      

            	
              (h)

            	
              There
      is no funding commitment to AHIMSA Biofuels except  a sum
      of  Rs. 4,500,000 paid in
2006-07;

            


    

    


    
      	
               
      

            	
              (i)

            	
              The
      amounts disclosed as unabsorbed depreciation available for carry forward
      are complete and accurate;

            


    

    


    Neither
the execution and delivery of this Agreement by the Seller nor the consummation
by the Seller of the transactions contemplated hereby will violate, conflict
with or result in the breach of any of the terms, conditions or provisions of
the memorandum and articles of association of the Company or any agreement to
which the Company or the Seller is a party or any law, regulation, order,
ruling, decree, judgment, arbitration award or stipulation to which the Company
or the Sellers are subject, or constitute a default there under which would
result in the creation or imposition of any lien, charge, Encumbrance or other
third party interest there under upon the Shares.

    


    
      	
               
      

            	
              (n)

            	
              The
      Financials are true and fair and in accordance with the Accounting
      Standards prescribed by the Institute of Chartered Accountants of India
      and have been prepared on a consistent basis throughout the periods
      indicated and consistent with each other. The Financials present fairly
      the Company's consolidated financial condition, operating results and cash
      flows as of the dates and during the periods indicated
      therein.

            


    

    


    
      	
              7.4

            	
              Without
      restricting the rights of the Purchaser or the ability of the Purchaser to
      claim damages on any basis available to it in the event that any of the
      Warranties prove to be untrue or misleading or are breached (as the case
      may be) the Seller shall pay to the Purchaser on demand the amount as set
      out under Clause 8 of this Agreement together with all costs and expenses
      incurred by the Purchaser as a result of such
  breach.

            


    

    


    
      	
              7.5

            	
              Each
      of the Warranties shall be construed as a separate representation,
      warranty, covenant or undertaking (as the case may be) and (save as
      expressly provided to the contrary) shall not be limited by the terms of
      any of the other Warranties or by any other term of this
      Agreement.

            


    

    


    
      	
              7.6

            	
              The
      Warranties are only qualified by the facts and circumstances fairly,
      specifically and accurately disclosed in the disclosure schedule delivered
      by the Company and the Sellers to the Purchasers concurrently with the
      execution of this Agreement, attached as Schedule VI. ("Disclosure Schedule")

            


    

    


    
      	
              7.7

            	
              Unless
      any information or fact is disclosed in the Disclosure Schedule, the
      Seller shall not invoke any Purchaser's knowledge (actual, constructive or
      imputed) of such fact or information, which might make the Warranties
      untrue, inaccurate or misleading.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      
 

    
      	
              7.8

            	
              The
      Seller acknowledge and confirm that the Purchaser has entered into this
      Agreement based on the Warranties, and the correctness of all the
      information provided by the Sellers to the
  Purchasers.

            


    

    


    
      	
              7.9

            	
              The
      Seller shall give to the Purchasers and its representatives both before
      and after Closing all such information and documentation relating to the
      Company as the Purchaser shall reasonably require enabling it to satisfy
      itself as to the accuracy and observance of the
  Warranties.

            


    

    


    
      	
              7.10

            	
              The
      Seller  agree and undertake not to do or cause to be done any
      act or thing between the date of this Agreement and the Closing Date which
      would result the Warranties being rendered completely or partially untrue
      or incorrect.

            


    

    


    
      	
              8. 

            	
              INDEMNIFICATION

            


    

    


    
      	
              8.1 

            	
              Right
      of Indemnification

            


    

    


    The
Seller ("Indemnifying Party") shall indemnify, defend and hold harmless the
Purchasers, their Affiliates, shareholders, directors, officers, employees,
representatives, agents, contractors or licensees (each an "Indemnified Party"
and together the "Indemnified Parties"), from and against any and all suits,
sanctions, legal proceedings, claims, assessments, judgments, damages,
penalties, fines, liabilities, demands, reasonable out-of-pocket expenses of
whatever kind and losses incurred or sustained by the Indemnified Parties as a
result of, arising from, or in connection with,  or relating to,
directly or indirectly: (a) a breach of representations and warranties made by
the Indemnifying Party under this Agreement; and/or (b) the non-performance (in
whole or in part) by the Indemnifying Party of any of its covenants, obligations
or undertakings contained in this Agreement.

    


    Provided
however that, neither Party shall be liable to the other for any indirect and/or
consequential damages as well as loss of production, loss of overheads or
profits in any manner or form arising from this Agreement.

    


    
      	
              8.2 

            	
              Indemnification
      Procedure

            


    

    


    
      	
              8.2.1

            	
              If
      any Indemnified Party is entitled to indemnification hereunder, such
      Indemnified Party shall as soon as reasonably practicable give notice to
      the Indemnifying Party against whom the indemnity is claimed of the losses
      suffered by the Indemnified Party as provided in Clause 8.1 above and/or
      any claim or of the commencement of any proceeding against the Company or
      the Indemnified Party, brought by any third party with respect to which
      such Indemnified Party, seeks indemnification pursuant hereto. Such notice
      shall describe such losses; provided, however, that any delay to so notify
      the Indemnifying Party shall not relieve the Indemnifying Party from any
      obligation or liability.

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      
 

    
      	
              8.2.2

            	
              The
      Indemnifying Party shall forthwith upon receipt of such notice, reimburse
      to the Indemnified Party an amount equal to all losses provided that the
      Indemnifying Party shall have the right, exercisable by giving written
      notice to an Indemnified Party within 15 (fifteen) days after the receipt
      of written notice from such Indemnified Party of such claim or proceeding,
      to assume, at the expense of the Indemnifying Party the defense of any
      such claim or proceeding, with the assistance of counsel reasonably
      satisfactory to such Indemnified Party. Subject to being fully indemnified
      as aforesaid, the Indemnified Party shall not consent to entry of any
      judgment or enter into any settlement, without the prior written approval
      of the Indemnifying Party. The Indemnifying Party shall not consent to
      entry of any judgment or enter into any settlement that does not include
      as an unconditional term thereof a release by the claimant or plaintiff to
      such Indemnified Party, in form and substance satisfactory to the
      Indemnified Party, from all liability in respect of such claim or
      proceeding.

            


    

     

    
      	
              9. 

            	
              TERM AND TERMINATION

            


    

    


    
      	
              9.1 

            	
              Term

            


    

    


    This
agreement shall come into force on the execution date and shall remain valid and
binding unless terminated in accordance with the provisions of this
Agreement.

    


    
      	
              9.3 

            	
              Termination

            


    

    


    If at any
time prior to or on Closing:

    


    
      	
            	
              (a) 

            	
              a
      breach of any of the Warranties shall come to the notice of any
      Purchaser;

            


    

    


    
      
        	
              	
                (b)

              	
                there
      shall occur any act or event after the date hereof, which upon Closing
      would or might constitute a breach of any of the
    Warranties;

              


      

    

    


    
      
        	
              	
                (c)

              	
                there
      is any breach or non-fulfilment by the Sellers of their obligations
      hereunder which is incapable of remedy or, if capable of remedy, is not
      remedied by the Sellers by the Closing Date hereunder or (if earlier)
      within 7 days after notice thereof from  Purchaser requiring the
      same to be remedied; or

              


      

    

    


    
      
        	
              	
                (d)

              	
                If
      a Material Adverse Effect occurs, or if any law or order restricts or
      prohibits ownership or operation of any portion of the business of the
      Company by the Purchaser,

              


      

    

    


    then in
any such case the Purchasers shall be entitled (in addition and without
prejudice to any other rights or remedies it may have against the Sellers under
this Agreement or otherwise) to elect by notice in writing to the Sellers not to
complete the Share Purchase.

    


    
      	
              10.

            	
              ANNOUNCEMENTS AND ADVERSE
      PUBLICITY

            


    

    


    
      	
               
      

            	
              Neither
      the making of this Agreement nor its terms shall be disclosed by either
      Party without the prior consent of the other Party unless disclosure is
      required by law or by the rules and regulations of any relevant stock
      exchange or required to be disclosed to employees, officers, legal or
      financial consultants on a "need to know basis", and disclosure shall then
      only be made:

            


    

    


    
      
        	
              	
                (a)

              	
                after
      prior consultation with the other Party as to the terms of such
      disclosure;

              


      

    

    


    
      	
            	
              (b) 

            	
              strictly
      in accordance with any agreement as to the terms of disclosure;
      and

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      
 

    
      
        	
              	
                (c)

              	
                only
      to the person or persons and in the manner required by law or as otherwise
      agreed between the Parties
hereto.

              


      

    

    


    
      	
              11.

            	
              COSTS

            


    

    


    
      	
              11.1

            	
              Save
      as expressly otherwise provided in this Agreement, each Party shall bear
      its own legal, accountancy and other costs, charges and expenses connected
      with the negotiation, preparation and implementation of this Agreement and
      any other document incidental to or referred to in this
      Agreement.

            


    

    


    
      	
              11.2

            	
              The
      cost of any transfer, recording, registration and other fees, and any
      similar Taxes (including stamp duty payable on share transfer forms and
      selling commission) and fees which become payable in connection with the
      Share Purchase under applicable law shall be borne by the Purchaser

            


    

    


    
      	
              12. 

            	
              EFFECT OF
      CLOSING

            


    

    


    
      	
               
      

            	
              The
      terms of this Agreement shall in so far as not performed at Closing and
      subject as specifically otherwise provided in this Agreement continue in
      force after and notwithstanding the
Closing.

            


    

    


    
      	
              13. 

            	
              ENTIRE
      AGREEMENT

            


    

    


    
      	
               
      

            	
              This
      Agreement, the Schedules attached hereto and the documents and instruments
      and other agreements among the Parties to this
      Agreement:  (a) constitute the entire agreement among the
      Parties with respect to the subject matter hereof and supersede all prior
      agreements and understandings both written and oral, among the Parties
      with respect to the subject matter contained in this Agreement;
      (b) are not intended to confer upon any other Person any rights or
      remedies hereunder; and (c) shall not be assigned by operation of law
      or otherwise.

            


    

    


    
      	
              14. 

            	
              WAIVER AND
      AMENDMENT

            


    

    


    
      	
              14.1

            	
              No
      waiver of any term, provision or condition of this Agreement shall be
      effective unless such waiver is evidenced in writing and signed by the
      waiving Party.

            


    

    


    
      	
              14.2

            	
              No
      omission or delay on the part of any Party in exercising any right, power
      or privilege under this Agreement shall operate as a waiver, nor shall any
      single or partial exercise of any such right, power or privilege preclude
      any other or further exercise thereof or of any other right, power or
      privilege.  The rights and remedies herein provided are
      cumulative with and not exclusive of any rights or remedies provided by
      law.

            


    

    


    
      	
              14.3

            	
              No
      amendment or modification to this Agreement shall be effective unless made
      in writing and signed by the
Parties.

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      
 

    
      	
              15. 

            	
              NOTICES

            


    

    


    
      	
              15.1

            	
              Save
      as specifically otherwise provided in this Agreement any notice, demand or
      other communication to be served under this Agreement may be served upon
      any Party by posting by registered acknowledgement due or delivering the
      same by courier or sending the same by facsimile transmission to such
      Party at its address or facsimile number given below, or at such other
      address or number as it may from time to time notify in writing to the
      other Party.

            


    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    S. No.

                                  	 	
                                    Name of the

                                    party

                                  	 	
                                    Address 

                                  	 	
                                    Phone/Facsimile 

                                  
	
                                    1.

                                  	 	
                                    Seller

                                  	 	
                                    Enkem
      Engineers Pvt Ltd

                                  	 	
                                    [_PH                  
      : 

                                  
	 
      	 	 
      	 	
                                    824,
      Poonamalle High Road

                                  	 	
                                    43307284-
      

                                  
	 
      	 	 
      	 	
                                    Chennai
      – 600 010

                                  	 	
                                    86_,Fax

                                  
	 
      	 	 
      	 	 
      	 	:26411788_]
	 	 	 	 	 	 	 
	
                                    2.

                                  	 	
                                    Purchaser

                                  	 	
                                    ClenergenIndiaPvtLtd

                                    36A,Cathedral
      Garden Road

                                  	 	
                                    [_Ph                   :

                                    40509200_,
      Fax 

                                  
	 
      	 	 
      	 	
                                    Chennai
      – 600 034

                                  	 	
                                    40509300_]

                                  
	 	 	 	 	 	 	[___]


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      	
              15.2

            	
              A
      notice or demand served by registered acknowledgement due post or courier
      shall be deemed duly served [2] Business Days after posting and a notice
      or demand sent by facsimile transmission shall be deemed to have been
      served at the time of transmission and in proving service of the same it
      will be sufficient to prove, in the case of a letter, that such letter was
      sent properly by registered post, addressed and placed in the post, in the
      case of courier, that the letter was properly addressed and handed over to
      the courier company and, in the case of a facsimile transmission, that
      such facsimile was duly transmitted to a current facsimile number of the
      addressee at the address referred to
above.

            


    

    


    
      	
              16. 

            	
              COUNTERPARTS

            


    

    


    This
Agreement may be executed in any number of counterparts and by the Parties on
separate counterparts, each of which when so executed and delivered shall be an
original, but all the counterparts shall together constitute one and the same
instrument.

    


    
      	
              17. 

            	
              GOVERNING LAW AND DISPUTE
      RESOLUTION

            


    

    


    
      	
              17.1 

            	
              Governing Law;
      Jurisdiction

            


    

    


    This
Agreement shall be governed by and construed in accordance with the Indian law
without giving effect to the conflicts of law’s provisions
thereof.  Subject to Clause 15.2 below, courts in Chennai alone shall
have exclusive jurisdiction with respect to any matter under, incidental to or
in any manner relating to this Agreement.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      
 

    
      	
              17.2 

            	
              Dispute
      Resolution

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      Parties shall endeavour to settle any dispute arising in connection with
      the interpretation, performance, termination of this Agreement, or
      otherwise in connection with this Agreement, through friendly
      consultations and negotiations.

            


    

    


    
      	
               
      

            	
              (b)

            	
              If
      no settlement can be reached through friendly consultations and
      negotiations within [20]
      days of either Party delivering a notice of the dispute to the other
      Party, then such matter will be finally settled by arbitration The Parties
      shall settle all disputes by arbitration in accordance with the
      Arbitration and Conciliation Act, 1996 by 3 arbitrators appointed in
      accordance with (c) below.  The Parties agree with respect to
      such arbitration that:

            


    

    


    
      	
            	
              (i) 

            	
              the
      arbitration proceedings shall be conducted in
  English;

            


    

    


    
      	
            	
              (ii) 

            	
              the
      place of arbitration shall be Chennai
;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              there
      shall be 3 arbitrators, with each disputing party having the right to
      appoint 1 arbitrator each and the third arbitrator being appointed by the
      2 arbitrators appointed in accordance with this Clause and shall serve as
      the presiding arbitrator of the arbitral
  tribunal;

            


    

    


    
      	
               
      

            	
              (iv)

            	
              the
      arbitration award shall be final and binding on the Parties, and
      enforceable in accordance with its terms.  The arbitrators shall
      make a reasoned award;

            


    

    


    
      	
               
      

            	
              (v)

            	
              the
      costs of arbitration shall be borne as determined in the arbitration
      award.  If a Party is required to enforce an arbitral award by
      legal action of any kind, the Party against whom such legal action is
      taken shall pay all reasonable costs and expenses and attorneys fees,
      including any cost of additional litigation or arbitration taken by the
      Party seeking to enforce the award;
and

            


    

    


    
      	
               
      

            	
              (vi)

            	
              when
      any dispute occurs which is submitted to arbitration, except for the
      matter under dispute, the Parties shall continue to exercise their
      remaining respective rights and fulfil their remaining obligations under
      this Agreement.

            


    

    


    
      	
              18. 

            	
              INVALIDITY

            


    

    


    If at any
time any one or more of the provisions of this Agreement is or becomes invalid,
illegal or unenforceable in any respect under any law, the validity, legality
and enforceability of the remaining provisions of this Agreement shall not be in
any way affected or impaired thereby.

    


    
      	
              19. 

            	
              CONFIDENTIALITY

            


    

    


    
      	
              19.1

            	
              Neither
      the making of this Agreement nor its terms shall be disclosed by either
      Party hereto without the prior consent of the other Party unless
      disclosure is required by law and disclosure shall then only be
      made:

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      
 

    
      	
               
      

            	
              (a)

            	
              after
      prior consultation with the other Party as to the terms of such
      disclosure;

            


    

    


    
      	
            	
              (b) 

            	
              Strictly
      in accordance with any agreement as to the terms of disclosure;
      and

            


    

    


    
      	
               
      

            	
              (c)

            	
              only
      to the person or persons and in the manner required by law or as otherwise
      agreed between the parties hereto.

            


    

    


    
      	
              19.2

            	
              The
      Purchasers warrants that it shall keep confidential all information
      provided to it by or on behalf of the Sellers or otherwise obtained by it
      in connection with this Agreement which relates to the
      Sellers.

            


    

    


    
      	
              19.3

            	
              The
      Seller warrant that they shall keep confidential all information provided
      to them by or on behalf of the Purchaser or otherwise obtained by them in
      connection with this Agreement which relates to
  Purchaser.

            


    

    


    
      	
              19.4

            	
              Nothing
      in this Clause prevents any announcement being made or any confidential
      information being disclosed:

            


    

    


    
      	
               
      

            	
              (a)

            	
              with
      the written approval of the other Party, which in the case of any
      announcement shall not be unreasonably withheld or delayed;
    or

            


    

    


    
      	
               
      

            	
              (b)

            	
              to
      the extent required by law or any competent regulatory body, but a Party
      required to disclose any confidential information shall promptly notify
      the other Party, where practicable and lawful to do so, before disclosure
      occurs and co-operate with the other Party regarding the timing and
      content of such disclosure or any action which the other Party may
      reasonably elect to take to challenge the validity of such requirement;
      or

            


    

    


    
      	
               
      

            	
              (c)

            	
              by
      the Sellers or Purchasers to any of their Affiliates which adheres to the
      terms of this Clause.

            


    

    


    
      	
              19.5 

            	
              Nothing
      in this Clause prevents disclosure of confidential information by any
      Party:

            


    

    


    
      	
               
      

            	
              (a)

            	
              to
      the extent that the information is in or comes into the public domain
      other than as a result of a breach of any undertaking or duty of
      confidentiality by that Party ; or

            


    

    


    
      	
               
      

            	
              (b)

            	
              to
      that Party's professional advisers, auditors or bankers, but before any
      disclosure to any such person the relevant Party shall procure that he is
      made aware of the terms of this clause and shall use its best
      endeavours to procure that such person adheres to those terms as if he
      were bound by the provisions of this
Clause.

            


    

    


    
      	
              19.6

            	
              The
      Parties agree that the provisions of this Clause 19 shall survive the
      expiration/termination of this Agreement and shall be binding on the
      Parties for period of  1year, from the expiry/termination of
      this Agreement.

            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      
          

    
      [INTENTIONALLY
LEFT BLANK]

                


      [EXECUTION
PAGES FOLLOW]

    

            



    
      
        
           


        

        
          19

          
            

          

        

        
           


        

      

    

     

    
      
    

    
      IN WITNESS WHEREOF this
Agreement has been executed on the 12th day of
December 2009

    

    


    
      
        	
                SELLERS

              	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
                By:

              	
                /s/P. Subramani

              	 	 
      	 
      
	
                P.
      Subramani

              	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	
                PURCHASER

              
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	
                By:

              	
                /s/Mark LM Quinn

              
	 
      	 
      	 	 
      	
                Mark
      LM Quinn

              
	 
      	 
      	 	 
      	 
      
	
                COMPANY

              	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
                By:

              	
                /s/P. Subramani

              	 	 
      	 
      
	
                P.
      Subramani

              	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	 
      	
                Witness

              	 	 
      	
                Witness

              


      

    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      
 

    SCHEDULE
I

    


    APPROVALS  REQUIRED
INCONNECTION WITH THIS AGREEMENT

    


    
      	
              a.  

            	
              IREDA
      OTS Letter

            


    

    


    
      	
              b.  

            	
              Board
      resolution of
      Enkem  authorising  P.Subramani  to sign
      this agreement

            


    

    


    
      	
              c.  

            	
              Letter
      of Acknowledgment for this transaction  from remaining
      shareholders

            


    

    


    
      	
              d.  

            	
              Board
      resolution of UBF to conclude  the transaction with
      Clenergen

            


    

    


    
      	
              e.  

            	
              Clenergen’s
      Board Resolution authorising  the acquisition and  the
      signatory to enter into this
agreement

            


    

    


    
      
        
           


        

        
          21

          
            

          

        

        
           


        

      

    

     

    
      
 

    SCHEDULE
–II

    


     SHARE
HOLDING IN THE COMPANY

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	
                                                        S.No.

                                                      	 	
                                                        Name of the Shareholder

                                                      	 	
                                                        No of Shares

                                                      	 
	
                                                        1

                                                      	 	
                                                        Enkem
      Engineers Private Limited

                                                      	 	 	24,56,700	 
	
                                                        2

                                                      	 	
                                                        Entec
      Environmental Technology Unweltechnok GMBH (Liquidated)

                                                      	 	 	14,95,185	 
	
                                                        3

                                                      	 	
                                                        Lao
      Tzu Ventures

                                                        3rd
      Floor, Lescascades, Edith Cavell street, Port Louis
    Mauritius

                                                      	 	 	4,56,953	 
	
                                                        4

                                                      	 	
                                                        Green
      partners llc

                                                        515
      madison avenue, suite 1201 Newyork ny-1022

                                                      	 	 	16,86,647	 
	
                                                        5

                                                      	 	
                                                        Mattehorn
      Capital

                                                      	 	 	1,95,025	 
	
                                                        6

                                                      	 	
                                                        Vinod
      Sethi

                                                        210,
      Veer Sarvarkar Marg, Neldharan, Flat no 11, Mumbai 16

                                                      	 	 	1,00,000	 
	
                                                        7

                                                      	 	
                                                        Thomas
      Stepany,

                                                        Hauptwohnistz.
      Lizenberg, 28B, Schwarzach, Austria-6858

                                                      	 	 	2,30,054	 
	
                                                        8

                                                      	 	
                                                        Astrid
      Stepany

                                                      	 	 	7,00,000	 
	 
      	 	
                                                        Total

                                                      	 	 	73,20,564	 


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
          22

          
            

          

        

        
           


        

      

    

     

    
      
 

    Schedule
III –  SELLER'S PROPORTION OF PURCHASE CONSIDERTAION FOR UNPLEDGED
SHARES

    


    
      
        
          
            
              
                
                  	
                          Shareholders

                        	 	
                          Number of

                          shares

                        	 	 	
                          Amount of

                          Consideration

                        	 	 	
                          Bank

                          Account

                          Details

                        	 	 	
                          SWIFT

                          Code/Wire

                          Transfer

                          Instructions

                        	 
	
                          Enkem

                        	 	 	9,09,255	 	 	
                          Re.1.0

                        	 	 	 	-----	 	 	 	-------	 
	
                          TOTAL

                        	 	 	9,09,255	 	 	 	1.0	 	 	 	 	 	 	 	 	 


                

              

            

          

        

      

    

    


    OTHER
SHARE HOLDERS WHO HAVE PURCHASE CONSIDERATION FOR UNPLEDGED SHARES

    


    
      
        
          
            
              
                
                  
                    	
                            Shareholders

                          	 	
                            Number of

                            shares

                          	 	 	
                            Amount of

                            Consideration

                          	 	
                            Bank Account Details & Transfer

                            instructions 

                          
	
                            Green
      Partners LLC

                          	 	 	16,86,647	 	 	 	37,55,150	 	
                            Green
      Partners LLC

                            Bank
      of America

                            11
      West  54 th Street, New York, NY

                            ABA
      Routing Number : 026 009 593

                            Swift
      Code :BOFA  US 3 N

                            Account
      number ; 0000 0104 0944

                          
	
                            Lao
      Tzu Ventures

                          	 	 	4,56,953	 	 	 	10,17,360	 	
                            Vinod
      Sethi

                            Citibank   #
      91

                            1155
      Avenue of the Americas at 45 th street

                            New
      York,Ny 10036

                            Account
      # 23206087

                            ABA
      # 021000089

                          
	
                            Mattehorn
      Capital

                          	 	 	1,95,025	 	 	 	434203	 	
                            Vinod
      Sethi

                            Citibank   #
      91

                            1155
      Avenue of the Americas at 45 th street

                            New
      York,Ny 10036

                            Account
      # 23206087

                            ABA
      # 021000089

                          
	
                            Vinod
      Sethi

                          	 	 	1,00,000	 	 	 	2,22,640	 	
                            Vinod
      Sethi

                            HSBC,
      Mumbai , Fort Branch

                            52/60
      M.G Road, Mumbai 1

                            Swift
      Code HSBCINBB

                            Acct
      030392344006

                          
	
                            Thomas
      Stepany

                          	 	 	2,30,054	 	 	 	5,2,192	 	
                            Thomas
      Stepany

                            Bank
      Austria AG

                            Account
      no :52434 320 701

                            IBAN
      : ATO31200 0524 3432 0701

                            BIC
      : BKAUATWW

                          
	
                            Astrid
      Stepany

                          	 	 	7,00,000	 	 	 	15,58,480	 	
                            Astrid
      Stepany

                            Dornbirner
      Sparkasse

                            Dornbirn
      / Austria

                            Account
      no : 1201 106 851

                            IBAN
      : AT 1920 602 0001201 106 851.

                            BIC
      :
DOSPAT2D

                          


                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    
      
 

    
      OTHER
SHARES PLEDGED WITH IREDA

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Shareholders

                                  	 	
                                    Number of

                                    shares

                                  	 	
                                    Amount of

                                    Consideration

                                  	 	
                                    Bank Account Details & Transfer

                                    instructions

                                  	 
	
                                    Enkem
      Engineers Private Limited

                                  	 	 	15,47,445	 	
                                    Re.1

                                  	 	 	------	 
	 
      	 	 	 	 	 
      	 	 	 	 
	
                                    Entec
      Environmental Technology Unweltechnok GMBH

                                  	 	 	14,95,185	 	
                                    Re.1

                                  	 	 	-----------	 
	
                                    Total

                                  	 	 	30,42,630	 	
                                    Rs
      2.0

                                  	 	 	 	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
          24

          
            

          

        

        
           


        

      

    

     

    
      
 

    SCHEDULE IV

    


    AUDITED
CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2009

     

    ENCLOSED

    


    
      
        
           


        

        
          25

          
            

          

        

        
           


        

      

    

     

    
      
 

    SCHEDULE
IV WARRANTIES

    


    Each of
the Sellers subject to such exceptions as are specifically disclosed in the
Disclosure Schedule (each of which disclosures shall clearly reference the
appropriate paragraph and, if applicable, sub paragraph of this Schedule to
which it relates, and each of which disclosures shall be deemed to be
incorporated by reference into the representations and warranties made in this
Schedule, and elsewhere in this Agreement, to the extent such express reference
is made) hereby, jointly and severally, represents and warrants to the
Purchasers as follows.

    


    
      	
              1. 

            	
              CONSTITUTION

            


    

    


    The
Company is an entity duly organised, validly existing and under the laws of the
Republic of India and has full corporate power and lawful authority to own and
operate its assets, properties and business and to carry on its business as now
being conducted.

    


    
      	
              1.1 

            	
              Memorandum
      and Articles

            


    

    


    The
memorandum and articles of association of the Company as amended to date,
certified by the auditors of the Company or a practising Company Secretary and
provided to the Purchasers by the Sellers are complete and accurate. All
amendments to the memorandum and articles of association (if any) have been duly
and properly made and filed with Registrar of Companies and no amendments
thereto are pending.

    


    
      	
              1.2 

            	
              Register of
      Members

            


    

    


    The
register of members of the Company provided to the Purchasers by the Sellers
contains true and accurate records of the members from time to time of the
Company and the Company has not been subject to any application under the Act
for rectification of such register.

    


    
      	
              1.3 

            	
              Returns

            


    

    


    All such
resolutions, returns and other documents required by the Act to be delivered to
the Registrar of Companies have been duly delivered and are true and
accurate.

    


    
      	
              1.4 

            	
              Powers of
      Attorney

            


    

    


    The
Company has not executed any power of attorney or conferred on any person other
than its directors, officers and employees any authority to enter into any
transaction on behalf of or to bind the Company in any way.

    


    
      	
              1.5 

            	
              Share
      Capital

            


    

    


    The
authorised capital of the Company is Rs.900 lakhs  divided into
90  lakhs equity Shares of Rs. 10 each. The Company's present issued,
subscribed and paid-up share capital is Rs. 732,05,640 divided into 73,20,564
equity Shares of Rs. 10each.

    


    The
unpledged  Shares purchased by Purchaser shall be freely transferable
by Purchaser and are not subject to any Encumbrance.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    
      
 

    
      	
              2. 

            	
              ACCOUNTS

            


    

    


    
      	
              2.1 

            	
              Accounts
      Warranty

            


    

    


    The
Accounts comply with the provisions of the Act as applicable and have been
prepared in accordance with the requirements of all relevant statutes and with
generally accepted accounting principles and practices and are true and accurate
in all respects so far as they are stated to be facts and not estimates and
accordingly give a true and fair view of all the assets and liabilities (whether
present or future, actual or contingent) and of the state of affairs, financial
position and results of the Company as at and up to the Accounts Date and,
without prejudice to the generality of the foregoing, the Accounts:

    


    
      	
               
      

            	
              (a)

            	
              make
      full provision or reserve for depreciation, bad or doubtful debts and
      other actual liabilities;

            


    

    


    
      	
               
      

            	
              (b)

            	
              either
      make full provision or reserve for or make fair disclosure in notes of all
      contingent, postponed or deferred
liabilities;

            


    

    


    
      	
            	
              (c) 

            	
              Do
      not overvalue assets or understate liabilities;
  and

            


    

    


    
      	
               
      

            	
              (d)

            	
              have
      not (save as disclosed in the Accounts) been affected by any
      extraordinary, exceptional or non-recurring item or by any other fact or
      circumstance rendering the profits or losses for the relevant period
      unusually high or low.

            


    

    


    Other
than in the ordinary course of business and consistent with past practice, the
Company has not incurred any liability, indebtedness, obligation, expense,
claim, and guarantee, except for those which have been reflected in the
Financials.

    


    
      	
              2.2 

            	
              Accounting
      Policy

            


    

    


    The
Accounts have been prepared on a basis consistent with the basis upon which all
audited accounts of the Company have been prepared since the date of its
incorporation.

    


    
      	
              2.3 

            	
              Books of
      Account

            


    

    


    The
Company has properly kept and maintained all necessary books of account
(reflecting in accordance with generally accepted accounting principles and
practices all transactions effected by the Company or to which it is or has been
a party) minute books, records, register of members and other statutory books.
All such documents contain full and accurate records of all matters required to
be recorded therein and all deeds and documents (properly stamped where stamping
is necessary for enforcement thereof) belonging to the Company or which ought to
be in the possession of the Company.

    


    
      
        
           


        

        
          27

          
            

          

        

        
           


        

      

    

     

    
      
 

    
      	
              3. 

            	
              BUSINESS

            


    

    


    
      	
              3.1 

            	
              Business since the Accounts
      Date

            


    

    


    Since the
Accounts Date there has been no Material Adverse Effect in the financial or
trading position or prospects of the Company and the business of the Company has
been conducted on a normal basis.  The Company has not disposed of any
of its assets otherwise than in the normal course of business and in consistence
with its past practices or declared or paid any dividend on any of its Shares or
effected any distribution of Assets or made any loan or other payment other than
in the normal course of business.

    


    
      	
              3.2 

            	
              Acquisition and disposal of
      Assets

            


    

    


    The
Company has not since the Accounts Date acquired or agreed to acquire any asset
for a consideration which is higher than the market value at the time of
acquisition and has not disposed of or agreed to dispose of any asset for a
consideration which is lower than the market value or the value thereof as shown
in the books of the Company at the time of disposal.

    


    
      	
              3.3 

            	
              Charges and title to
      Assets

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      Company has not created or agreed to create or suffered the creation of
      any Encumbrance over any part of its undertaking or Assets
      except  a charge created in favour of IREDA in respect of all
      its assets, movable and immovable for the purpose of obtaining and having
      obtained a term loan from IREDA. The Company has and shall at Closing
      continue to have a good and marketable title to the Assets, to all other
      assets (tangible or intangible) used for the purpose of the Company's
      business and to all assets acquired since the Accounts Date and prior to
      Closing. The Purchaser on making the payment of a sum  of Rs. 70
      Millions to the Company shall be provided its assets free from
      encumbrances.  The Company undertakes to make the payment to
      IREDA on the same day that it receives the aforementioned sum of Rs. 70
      Millions from the Purchaser herein.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Company owns the Assets and all other assets (tangible or intangible) used
      for the purpose of the Company's business at the date hereof and all
      assets acquired since the Accounts Date and prior to Closing required for
      the proper and efficient conduct of the business of the
      Company.

            


    

    


    
      	
               
      

            	
              (c)

            	
              No
      person other than the Company has any right, title or interest (present or
      future) in the Assets including any trade name, trade secret or secret
      process of the Company.

            


    

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    
      
  

    
      	
               
      

            	
              (d)

            	
              The
      Company has sufficient right, title and ownership of all its intangible
      property, including all patents, trade marks, service marks, trade names,
      copyrights, licences, domain names, information and proprietary rights,if
      any or adequate licences, rights or purchase options with respect to the
      foregoing, necessary for its business as now conducted and as proposed to
      be conducted, or will be able to obtain on terms which will not materially
      and adversely affect its business or operations in a material way, all
      necessary permits, licences and other authorities with respect thereto
      subject to renewal , without any conflict with or infringement of the
      rights of others, and the Company has not received any notice of
      infringement upon or conflict with the asserted rights of others. Assuming
      the due authorisation, execution and delivery of any such agreements to
      which the Company is a party by the other parties to such agreements, such
      agreements constitute legal, valid and binding obligations on the
      respective parties thereto and are enforceable in accordance with their
      respective terms, except as limited by bankruptcy and other laws of
      general application affecting the rights and remedies of creditors
      generally.

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      business of the Company has at all times been carried on free from
      infringement of any trade marks, patents, registered designs, copyrights
      or any other intellectual property
rights.

            


    

    


    
      	
               
      

            	
              (f)

            	
              The
      trade marks, service marks, registered designs and copyrights and other
      intellectual property rights (and applications for registration of the
      same) if any  beneficially owned by, and where registrable, are
      registered in the name of the Company listed as the owner of such right or
      assets free from any Encumbrance and each of them is valid and enforceable
      and there are no registered user agreements, know-how agreements, licences
      or other rights whatsoever granted in respect thereof and no event has
      occurred whereby any of them have or might cease to be valid and
      subsisting and, save as so disclosed, the Company does not own any other
      trade mark, patent, registered design or copyright (and applications for
      registrations of the same) and is not a party to any user, licence,
      know-how, information or assistance or development agreement or under any
      liability to pay royalties in respect of any such
  matter.

            


    

    


    
      	
              3.5 

            	
              Onerous
      Obligations

            


    

    


    The
Company is not a party to any contract, transaction, arrangement or liability
which:

    


    
      	
               
      

            	
              (a)

            	
              is
      of an unusual or abnormal nature, or outside the ordinary and proper
      course of business;

            


    

    


    
      	
               
      

            	
              (b)

            	
              is
      of a loss-making nature (that is, known to be likely to result in a loss
      to the Company on completion of
performance);

            


    

    


    
      	
               
      

            	
              (c)

            	
              cannot
      readily be fulfilled or performed by the Company on time without undue, or
      unusual, expenditure of money, effort or
  personnel;

            


    

    


    
      	
               
      

            	
              (d)

            	
              restricts
      its freedom to engage in any activity or business or confines its activity
      or business to a particular place;
or

            


    

    


    
      	
               
      

            	
              (e)

            	
              involves,
      or is likely to involve, obligations or liabilities which, by reason of
      their nature or magnitude, ought reasonably to be made known to an
      intending purchaser of the Shares.

            


    

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    
      
 

    
      	
              3.6 

            	
              Events of
      Default

            


    

    


    
      	
               
      

            	
              (a)

            	
              No
      event has occurred or is subsisting which constitutes or results in or
      would with the giving of notice and/or lapse of time constitute or result
      in a default or the acceleration of any obligation under any agreement or
      arrangement to which the Company is a party or by which it or any of its
      properties, revenues or assets are
bound.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Company is not a party to any agreement or arrangement which is capable of
      termination (without liability for compensation) by any other person on a
      change in the management control or shareholding of the Company or by
      reason of the sale of the Shares under this
  agreement.

            


    

    


    
      	
               
      

            	
              (c)

            	
              To
      the best of the Sellers' knowledge and belief, after Closing (whether by
      reason of an existing agreement or arrangement or otherwise or as a result
      of the proposed acquisition of the Shares by the
    Purchaser):

            


    

    


    
      	
               
      

            	
              (i)

            	
              no
      customer of the Company will cease, or be entitled to cease, to deal with
      the Company or may substantially reduce its existing level of business
      with the Company; and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      Company will not lose the benefit of any right or privilege which it
      enjoys.

            


    

    


    
      	
              3.7 

            	
              Guarantees,
      etc.

            


    

    


    The
Company has not given any guarantee, indemnity, warranty or bond or incurred any
other similar obligation or created any security for or in respect of
liabilities, actual or contingent, of any other person other then those signed
with IREDA.

    


    
      	
              3.8 

            	
              Options over Shares
      etc.

            


    

    


    Since the
Accounts Date no share or loan capital has been created or issued or agreed to
be created or issued and there are not any options or other agreements
outstanding which call or give any person the right to call (whether or not
subject to conditions) for the issue of any share or loan capital of the Company
and  the Sellers are not under any obligation of any kind whatsoever
whether actual or contingent to sell, charge or otherwise dispose of any of the
Shares or any interest therein to any other person

    


    
      	
              3.9 

            	
              Litigation

            


    

    


    Other
than the disputes/litigations disclosed in the Disclosure Schedule, the Company
is not engaged in any litigation, arbitration, prosecution or other legal
proceedings (whether as plaintiff, defendant or third party) and there are no
such proceedings pending or threatened or any proceedings in respect of which
the Company is or might be liable to indemnify any other person concerned
therein, and there are no claims, facts or events which are likely to give rise
to any such proceedings and the Company is not engaged in and has not in the
last [six (6)] years been engaged in and no facts or events exist or have
occurred which are likely to cause the Company to be involved in proceedings or
enquiries before any governmental or municipal board of enquiry or commission or
any other administrative body (whether judicial quasi-judicial or otherwise) in
which any unfavourable judgment or decision would or might adversely affect the
business of the Company or the value of any of its assets.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    
      
 

    
      	
              3.10 

            	
              Business
      Name

            


    

    


    The
Company does not carry on any business under any name other than its corporate
name.

    


    
      	
              3.11 

            	
              Intra
    Vires

            


    

    


    The
Company has the power to carry on its business as now conducted and the business
of the Company has at all times been carried on intra vires.

    


    
      	
              3.12 

            	
              Insurance

            


    

       

    
      	
               
      

            	
              (a)

            	
              The
      Company has all insurance policies in effect in relation to its business
      and assets and all such policies are in full force and effect and not
      voidable. However With respective to  insurances policies that
      have lapsed the same shall be renewed by the seller within period of 30
      days from closing date, the cost of which shall be borne by the
      purchaser.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      policies of insurance which are maintained by the Company afford the
      Company adequate cover against such risks as companies carrying on the
      same type of business as the Company commonly cover by insurance and in
      particular insure the assets of the Company against fire in their full
      replacement value.

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      Company is now, and has at all material times been, adequately covered
      against accident, damage, injury, third party loss (including product
      liability), loss of profits and other risks normally covered by insurance
      and has at all times effected such insurances as are required by
      law.

            


    

    


    
      	
               
      

            	
              (d)

            	
              There
      are no circumstances which might lead to any liability under such
      insurance being avoided by the insurers or the premiums being increased
      and there is neither is any claim outstanding under any such policy nor
      are the Sellers aware of any circumstances likely to give rise to a
      claim.

            


    

    


    
      	
              3.13 

            	
              Compliance with Other
      Legislation

            


    

    


    Neither
the Company, nor any of its officers, agents or employees (during the course of
their duties in relation to the Company) have committed, or omitted to do, any
act or thing the commission or omission of which is, or could be, in
contravention of any Act, order, regulation or the like in the Republic of India
or elsewhere which is punishable by fine or other penalty or which may impose
any other liabilities on the Company or affect the validity or enforceability of
any agreement or arrangement to which it is a party.

    


    
      	
              3.14 

            	
              Title
      Retention

            


    

    


    The
Company has not acquired nor agreed to acquire any Asset on terms that the
property therein does not pass until full payment is made.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    
      
 

    
      	
              3.15 

            	
              Possession of books, records
      etc.

            


    

    


    The
Company has in its possession all books, records, Accounts and other documents
relating to the Company which it may be obliged to produce under any contract or
under any statutory provision now in force to any party. Control of such books,
records, Accounts and other documents will remain in the hands of the Company
following Closing.

    


    
      
        
           


        

        
          32

          
            

          

        

        
           


        

      

    

     

    
      
 

    
      	
              3.16 

            	
              Insolvency

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      Company is not aware of any order having been made, petition presented or
      meeting convened for the purpose of considering a resolution for the
      winding up of the Company or the appointment of any provisional
      liquidator. The Company is not aware of any petition having been presented
      for an administration order to be made in relation to the Company, and no
      receiver (including any administrative receiver) has been appointed in
      respect of the whole or any part of the property, assets and/or
      undertaking of the Company.

            


    

    


    
      	
               
      

            	
              (b)

            	
              No
      composition in satisfaction of the debts of the Company, or scheme of
      arrangement of its affairs, or compromise or arrangement between it and
      its creditors and/or members or any class of its creditors and/or members,
      has been proposed, sanctioned or
approved.

            


    

    


    
      	
               
      

            	
              (c)

            	
              No
      distress, charging order, execution or other process has been levied or
      applied for in respect of the whole or any part of any of the property,
      assets and/or undertaking of the
Company.

            


    

    


    
      	
               
      

            	
              (d)

            	
              All
      charges in favour of the Company required to be registered in accordance
      with the provisions of Indian law or applicable foreign law have been so
      registered or complied with.

            


    

    


    
      	
               
      

            	
              (e)

            	
              The
      Company has defaulted in respect of payment of interest and repayment of
      principal to IREDA and necessary applications for a One Time Settlement
      has been made.  

            


    

     

    
      	
              4. 

            	
              EMPLOYEES

            


    

    


    
      	
              4.1

            	
              There
      are no:

            


    

    


    
      	
               
      

            	
              (a)

            	
              trade
      unions of the workers of the Company.  The Company is not
      subject to or bound by any collective bargaining or labour union agreement
      applicable to any person employed by the Company and no collective
      bargaining or labour union agreement is currently being negotiated by the
      Company;

            


    

     

    
      	
               
      

            	
              (b)

            	
              subsisting
      labour or industrial disputes between the Company and any of its employees
      or workers nor has any notice in connection with any labour or industrial
      dispute been served upon the Company;
and

            


    

    


    
      	
            	
              (c) 

            	
              circumstances
      likely to give rise to any such
dispute.

            


    

    


    
      	
              4.2

            	
              There
      is no labour strike, dispute, slowdown or stoppage actually pending or
      threatened against or involving the Company.  The Company has
      not experienced any material labour difficulty, work stoppage, go slow,
      strikes or labour unrest during the last [three (3)
  years].

            


    

    


    
      	
              4.3

            	
              The
      Company has in relation to each of its employees (and so far as relevant
      to each of its former employees) complied in all respects with all
      statutes, regulations, codes of conduct, collective agreements, terms and
      conditions of employment, orders and awards relevant to their conditions
      of service (including employee benefit schemes) and/or to the relations
      between it and its employees (or former employees, as the case may
      be).

            


    

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    
      
 

    
      	
              4.4

            	
              No
      unfair labour practice complaint is pending against the
      Company.

            


    

    


    
      	
              4.5

            	
              All
      statutory dues of the employees (including provident fund and ESI
      dues)other than income tax  have been duly satisfied by the
      Company.  The Company does not have any charges or other claims
      of employment discrimination pending or threatened against
    it.

            


    

    


    
      	
              4.6

            	
              No
      investigation relating to the wages of the employees and working hours is
      being carried on by the government authority against the
      Company.

            


    

     

    
      	
              4.7

            	
              There
      are no occupational health and safety claims against the
      Company.

            


    

     

    
      	
              5. 

            	
              ACCURACY OF
      INFORMATION

            


    

    


    All
information contained in this Agreement and all other information given to the
Purchasers, its solicitors, accountants, agents or other representatives by or
on behalf of the Sellers concerning or which might concern the Company or its
business, assets or liabilities was when given and is now true and correct in
all respects and no matter or fact has not been disclosed the omission of which
renders any such information untrue or misleading and all facts relating to the
Company which could affect the value of the property, business and undertaking
of the Company or the Shares have been disclosed.

    


    
      	
              6. 

            	
              TAXATION

            


    

    


    
      	
              6.1 

            	
              Payment of
      Taxes

            


    

    


    The
Company has paid or caused to be paid, for all taxable years or periods that end
on or receipt of the rupees 5.0 million , all Taxes, and Company shall pay or
cause to be paid any Taxes when due and required to be paid by the Company,
other than those Taxes being contested in good faith.

    


    
      	
              6.2 

            	
              Tax
    Returns

            


    

    


    The
Company has timely filed or caused to be timely filed with the appropriate
taxing authorities all  returns that are required to be filed by, or
with respect to, the Company on or prior to the Closing Date. The Returns have
accurately reflected and will accurately reflect all liability for Taxes of the
Company for the periods covered thereby.

    


    
      	
              6.3 

            	
              Other Tax
      Matters

            


    

    


    
      	
              6.3.1

            	
              Except
      as set forth in this Clause 6.3.1, the Company has not been the subject of
      an audit or other examination of Taxes by the tax authorities (and no such
      audit is pending or contemplated) nor has the Company received any notices
      from any taxing authority relating to any issue which could affect the Tax
      liability of the Company.

            


    

    


    
      	
              6.3.2

            	
              Except
      as set forth in this Clause 6.3.2, neither Seller nor the Company has, as
      of the Closing Date:

            


    

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    
      
 

    
      	
               
      

            	
              (i)

            	
              entered
      into an agreement or waiver or requested to enter into an agreement or
      waiver extending any statute of limitations relating to the payment or
      collection of Taxes of the Company;
or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              is
      presently contesting the Tax liability of the Company before any court,
      tribunal or agency.

            


    

     

    
      	
              6.3.3

            	
              All
      Taxes which the Company is or was required by law to withhold or collect
      in connection with amounts paid or owing to any employee, independent
      contractor, creditor, stockholder or other third party have been duly
      withheld or collected, and have been timely paid over to the proper
      authorities to the extent due and
payable.

            


    

     

    
      	
              6.3.4

            	
              There
      is no Tax sharing, allocation, indemnification or similar agreement in
      effect as between the Company or any predecessor or Affiliate thereof and
      any other party (including any Seller and any predecessors or Affiliates
      thereof) under which the Company could be liable for any Taxes or other
      claims of any party.

            


    

     

    
      	
              6.3.5

            	
              The
      Company has not applied for, or been granted, or agreed to any accounting
      method change for which it will be required to take into account any
      adjustment the Tax laws of any nation, state, province, prefect or
      locality.

            


    

     

    
      	
              6.3.6

            	
              There
      are no transactions or facts existing with respect to the Company which by
      reason of the consummation of the transaction contemplated by this
      Agreement will result in the Company recognizing
  income.

            


    

     

    
      	
              7. 

            	
              LEASED IMMOVABLE
      PROPERTY

            


    

    


    
      	
              7.1

            	
              The
      Company has not entered into a leasing arrangement in respect of any
      immovable property.

            


    

       

    
      	
              8.

            	
              IMMOVABLE
      PROPERTY

            


    

    


    
      	
              8.1

            	
              Annexure 1 contains an
      accurate and complete list of all immovable property owned in whole or in
      part by the Company and includes the name of the record title holder
      thereof and a list of all debts secured by a mortgage/charge
      thereon.

            


    

    


    
      	
              8.2

            	
              The
      Company has good and marketable title to all the immovable property owned
      by it, free and clear of all Encumbrances (apart from pledge with
      IREDA)and the documents of title are duly registered with the appropriate
      authorities.

            


    

    


    
      	
              8.3

            	
              All
      of the buildings, structures and appurtenances situated on the immovable
      property owned in whole or in part by the Company are in good
      operating  condition and in a state of good maintenance (repair,
      ordinary wear and tear excepted), are adequate and suitable for the
      purposes for which they are presently being used and, with respect to
      each, the Company has adequate rights of ingress and egress for operation
      of the business of the Company in the ordinary course the company has
      already during due diligence indicated the list of repairs to be carried
      out on best effort basis.

            


    

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    
      
 

    
      	
              8.4

            	
              None
      of such buildings, structures or appurtenances (or any equipment therein),
      nor the operation or maintenance thereof, violates any restrictive
      covenant or any provision of any law or order, or encroaches on any
      property owned by others.  No condemnation proceeding is pending
      or threatened which would preclude or impair the use of any such property
      by the Company for the purposes for which it is currently
      used.

            


    

     

    
      	
              9. 

            	
              ENVIRONMENTAL LAWS AND
      REGULATIONS

            


    

    


    
      	
              9.1

            	
              The
      Company is in compliance with all applicable environmental laws, and has
      obtained, and is in compliance with, all permits required under applicable
      environmental laws. the consent order have to be
  renewed

            


    

    


    
      	
              9.2

            	
              There
      are no claims, proceedings, investigations or actions by any government
      authority or other person or entity pending, or to the knowledge of
      Sellers threatened, against the Company under any environmental
      law.

            


    

    


    
      	
              9.3

            	
              There
      are no facts, circumstances or conditions relating to the past or present
      business or operations of the Company (including the disposal of any
      wastes, hazardous substances or other materials), or to any past or
      present Assets, that could reasonably be expected to give rise to any
      claim, proceeding or action, or to any liability, under any environmental
      law.

            


    

    


    
      	
              10. 

            	
              PERMITS

            


    

    


    
      	
              10.1

            	
              The
      Company has obtained and possesses all permits, licenses, permissions,
      consents and authorizations required for the carrying on of its business
      and has made all registrations or filings with or notices to any
      government regulatory authority necessary for the lawful conduct of the
      Company's businesses as presently conducted, or necessary for the lawful
      ownership of the Assets or the operation of the Company's businesses as
      presently conducted.  The purchaser has to renew all such
      permits after closing dates

            


    

    


    
      	
              10.2

            	
              Each
      such permit, licenses, permissions, consents and authorizations can be
      renewed or transferred in the ordinary course of business by the
      Company.

            


    

    


    
      
        	
                10.3

              	
                No
      proceeding to modify, suspend, revoke, withdraw, terminate or otherwise
      limit any       such permit, license,
      permission, consent and authorization is pending or threatened and there
      is no valid basis for such proceeding, including the transactions
      contemplated hereby.

              


      

    

    


    
      	
              10.4

            	
              No
      administrative or governmental action or proceeding has been taken or
      threatened, in connection with the expiration, continuance or renewal of
      any such permit and there is no valid basis for any such
      proceeding.

            


    

    


    
      	
              10.5

            	
              Annexure 3 contains
      status of all permits, licenses, etc. obtained by the Company. The Sellers
      have delivered or made available to each Purchaser for inspection a true
      and correct copy of each permit obtained or possessed by the
      Company.

            


    

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

         

      
        
 

    

    
      	
              11 

            	
              AFFILIATE
      TRANSACTIONS

            


    

    


    
      	
              11.1

            	
              Except
      as set forth in Annexure
      4, there are no contracts, liabilities or obligations between the
      Company, on one hand, and on the other hand with
  either:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Sellers

            


    

     

    
      	
            	
              (ii) 

            	
              any
      other Affiliate of the Company.

            


    

     

    
      	
            	
              11.2

            	
              Neither
      the  seller, any affiliate of the  seller nor any
      officer  or director of the Company possesses, directly or
      indirectly any financial interest in India  or is a director,
      officers or employee of any person who is a client , customer , lessor ,
      lessee, or competitor or potential competitor of the Company in India .
      Ownership  of 1 % or less  of any class of securities
      of a listed company shall not be a deemed to be a financial interest for
      purpose of this paragraph

            


    

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    
      
 

    SCHEDULE
V

    


    SELLERS
BANK ACCOUNT DETAILS

    


    1.IOB
Nehru Park Branch  Chennai – 600 084

     Account
No : 1969

    


    2.
IOB Namakkal

    Account
No : 8370


    


    
      
        
           


        

        
          38

          
            

          

        

        
           


        

      

    

     

    
      

    

         

    
      SCHEDULE
VI

    

    


    
      DISCLOSURE
SCHEDULE

    

    


    1.Legal
Notice from M/s C.Doctor & Co for due  payments of
Rs.1,01,820

    


    2.With
drawal  of  Mr.K. Allaudin  As nominee Director of
IREDA Will take place only after Date of Closing by IREDA

    


    3. The
Seller is already in the Business of Providing Technology for Power Generation
Through High Rate Anaerobic Digesters

    


    
      
        
           


        

        
          39

          
            

          

        

        
           


        

      

    

     

    
      
 

    ANNEXURE
1

    
       


      LIST
OF ALL LEASES/SUBLEASES OF IMMOVABLE PROPERTY

    

    


    NIL

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    
      
  

    ANNEXURE
2

    
       

      LIST
OF ALL  MOVABLE AND IMMOVABLE PROPERTY OWNED IN WHOLE

      OR
IN PART BY THE COMPANY

    

    


    
      
        
          
            
              
                	
                        S.No

                      	 
      	
                        Description
      of equipment / Machine

                      
	
                        1

                      	 
      	
                        Weigh
      Bridge

                      
	
                        2

                      	 
      	
                        Agitator
      2 Nos

                      
	
                        3

                      	 
      	
                        Feed
      pump 2 nos

                      
	
                        4

                      	 
      	
                        Digester
      Mixing Equipment 2 nos

                      
	
                        5

                      	 
      	
                        Biological
      desulphuration unit 2 nos

                      
	
                        6

                      	 
      	
                        Flare
      1 no

                      
	
                        7

                      	 
      	
                        Sludge
      Pumps  2 nos

                      
	
                        8

                      	 
      	
                        Conveyor

                      
	
                        9

                      	 
      	
                        Aeration
      System 2 nos

                      
	
                        10

                      	 
      	
                        Secondary
      Clarifier 1 no

                      
	
                        11

                      	 
      	
                        Gas
      engine- internals complete

                      
	
                        12

                      	 
      	
                        Piping
      one lot

                      
	
                        13

                      	 
      	
                        Electrical
      and Instrumentation one lot

                      
	
                        14

                      	 
      	
                        Gas
      Engine 1.048 MW and Gas Engine 0.511MW

                      
	
                        15

                      	 
      	
                        Entec
      Gas Balloons

                      
	
                        16

                      	 
      	
                        Screw
      Press 3 nos

                      
	
                        17

                      	 
      	
                        Gas
      engine feed Blowers 2 nos

                      
	
                        18

                      	 
      	
                        Heat
      Exchanger

                      
	
                        19

                      	 
      	
                        Start
      up blower 1 no

                      
	
                        20

                      	 
      	
                        Computers

                      
	
                        21

                      	 
      	
                        CWIP  Grid

                      
	
                        22

                      	 
      	
                        Fax/
      Tel instruments

                      
	
                        23

                      	 
      	
                        Furniture

                      
	
                        24

                      	
                          

                      	
                        Intercom

                      


              

            

          

        

      

    

    


    
      
        
          
            
              	
                      S.No

                    	 
      	
                      Description
      of Land

                    	 
      	
                      Area
      – in acres

                    
	
                      1

                    	 
      	
                      Survey
      No 93/1 – Uduppam Village

                    	 
      	
                      4.30

                    
	
                      2

                    	 
      	
                      Survey
      No 93/2 – Uduppam Village

                    	 
      	
                      3.01

                    
	
                      3

                    	 
      	
                      Survey
      No 93/ 3 – Uduppam Village

                    	 
      	
                      2.22

                    
	
                      4

                    	
                        

                    	
                      Survey
      No 93/4- Uduppam Village

                    	
                        

                    	
                      2.64

                    


            

          

        

      

    

    


    
      
        
           


        

        
          41

          
            

          

        

        
           


        

      

    

    


    
      
        
          
            	
                    S.No

                  	 
      	
                    Civil
      Works/ Building

                  
	
                    1

                  	 
      	
                    Weighing
      Station

                  
	
                    2

                  	 
      	
                    Feed
      Preparation tank 2 nos

                  
	
                    3

                  	 
      	
                    Anaerobic
      Digester I

                  
	
                    4

                  	 
      	
                    Anaerobic
      Digester II

                  
	
                    5

                  	 
      	
                    Residue
      Storage Tank

                  
	
                    6

                  	 
      	
                    Presswater
      Storage tank

                  
	
                    7

                  	 
      	
                    Drying
      yard

                  
	
                    8

                  	 
      	
                    Aeration
      Tank

                  
	
                    9

                  	 
      	
                    Secondary
      Clarifier

                  
	
                    10

                  	 
      	
                    Engine
      Room

                  
	
                    11

                  	 
      	
                    Electrical
      Room

                  
	
                    12

                  	 
      	
                    Dewatering
      Station

                  
	
                    13

                  	 
      	
                    Foundation  for
      Gasholder

                  
	
                    14

                  	 
      	
                    Blower
      Room

                  
	
                    15

                  	 
      	
                    Building

                  
	
                    16

                  	 
      	
                    Transformer
      Yard

                  
	
                    17

                  	
                      

                  	
                    Lab
      Building

                  


          

        

      

    

    


    
      
        
           


        

        
          42

          
            

          

        

        
           


        

      

    

    


    ANNEXURE
3

    


    LIST
OF ALL PERMITS, LICENSES PERMISSIONS, CONSENTS AND

    AUTHORISATIONS

    


    
      
        1.  
Tamil Nadu  Pollution Control Board Consultant under Water and Air Act
to be renewed

      

    

    
      
        2.  
Power Purchase Agreement with TNEB

      

    

    
      
        3.  
CIEG Approval Renewed annually

      

    

    
      
        4.  
Factory Inspectorates approval to be obtained and
renewed

      

    

    


    
      
        
           


        

        
          43

          
            

          

        

        
           


        

      

    

    


    ANNEXURE
4

    


    LIST
OF AFFILIATE TRANSACTIONS

    


    NIL

    


    
      
        
           


        

        
          44