TECHNO-COMMERCIAL
AGREEMENT

    


    This AGREEMENT, executed at Romblon
State University, Philippines, on this 5th day of December, 2010,
between:

    


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

    


    and

    


    ROMBLON STATE UNIVERSITY, a
Philippine State University duly organized and existing under and by virtue of
the laws of the Republic of the Philippines, with office address at Odiongan,
Romblon, represented herein by its President, JETER S. SESPEÑE, hereinafter
referred to as “RSU”


    


    WHEREAS, both parties have
signed a Memorandum of Agreement (MOA) dated June 9, 2010 otherwise known as
Doc. No. 477, Page No. 96, Book No. V, Series of 2010 of Notary Public Petroni
F. Fradejas that creates the institutional relationships between the
Parties;

    


    WHEREAS, the said MOA
stipulated for the conduct of a biomass power feasibility for Romblon Islands
with RSU participating on the agronomy and agri-waste inventory component of the
study, among others;

    


    WHEREAS, to enhance further
the value of the abovementioned feasibility study, the Parties have agreed to
have RSU serve as the demonstration  forum of Clenergen for its high
yielding strain of bamboo (“bamboo”) , Clenergen’s preferred biomass energy
resource and Melia dubia, a fast growing species of tree from the Neem
Family.

    


    WHEREAS, Clenergen has
accepted the research proposal and is part of this agreement as Annex
“A”.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


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

    


    OBJECTIVES

    


    General:

     

    Development
and enhancement of Agronomy technologies and biodiversity in the mass
propagation, cultivation and growing of biomass crops starting with bamboo and
Melia dubia

    


    Specific:

     

    Undertake initially the following
specific project proposals:

    


    
      	
               
      

            	
              1.

            	
              Project  1   Adaptability
      Trial of Bamboo and Melia dubia in the
  Philippines.

            


    

    
      	
               
      

            	
              2.

            	
              Project  2
      Yield Performance of a Bamboo , and Melia
  dubia

            


    

    
      	
               
      

            	
              3.

            	
              Project  3 Yield Performance of
      Bamboo and Melia dubia Intercropped with other cash
  crops.

            


    

    
      	
               
      

            	
              4.

            	
              Project  4   Data
      base on Alternative Feedstock Materials for Biomass
    Gasifier.

            


    

     

    Others:

     

    
      	
               
      

            	
              1.

            	
              Develop,
      document and confirm agronomic protocols leading to the development of
      best practices in the large scale cultivation of biomass plants covered by
      this undertaking

            


    

    
      	
               
      

            	
              2.

            	
              Develop
      and document intellectual property rights emanating from this
      Agreement

            


    

    
      	
               
      

            	
              3.

            	
              .

            


    

    
      	
               
      

            	
              4.

            	
              Replicate
      similar project arising from this agreement in other sites under the
      guidance of Clenergen

            


    

    


    Responsibilities
of the Parties

    


    Responsibilities of the
RSU:

    


    
      	
               
      

            	
              1.

            	
              On
      behalf of Clenergen, serve as the demonstration forum for the nursing,
      propagation of bamboo and Melia dubia  in the
      Philippines;

            


    

    
      	
               
      

            	
              2.

            	
              Allocate
      3 Hectares of land on campus for conducting demonstration
      trials.

            


    

    
      	
               
      

            	
              3.

            	
              Coordinate
      with Growmore on Bamboo nursing and growth of
  plantlets;

            


    

    
      	
               
      

            	
              4.

            	
              Coordinate
      with Biomass2Biopower Limited on Melia dubia nursing and growth of
      plantlets

            


    

    
      	
               
      

            	
              5.

            	
              Respond
      to Bureau of Plant Industry’s requirements for bamboo per approved import
      permit dated October 5, 2010;

            


    

    
      	
               
      

            	
              6.

            	
              Apply
      for an import permit for Melia
dubia.

            


    

    
      	
               
      

            	
              7.

            	
              Submit
      the appropriate documents plus details to include, but not limited to the
      following: Detailed budget of expenditures and timing of the
      expenditures.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              8.

            	
              Submit
      monthly status reports.  Conduct joint review of the project on
      a regular basis and special review if deemed appropriate and necessary by
      Clenergen

            


    

    
      	
               
      

            	
              9.

            	
              Maintain
      a record and log-book of the monthly activities and development on the
      project

            


    

    
      	
            	
              10.

            	
              Allow
      the use of the facilities and manpower of the
  RSU

            


    

    
      	
            	
              11.

            	
              Allow
      duly authorized officers and personnel of Clenergen to have access into
      the project premises and records at reasonable hours and with prior notice
      from Clenergen

            


    

    
      	
            	
              12.

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

            


    

    
      	
            	
              13.

            	
              To
      prepare the terminal report at the completion of the
    project

            


    

    
      	
            	
              14.

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

            


    

    


    Responsibilities of
Clenergen:

    


    
      	
               
      

            	
              1.

            	
              To
      provide the funding required as per attached budget.  Through a
      Trust Fund created especially for project and shall be released on
      progress billing basis and/or as per instruction of
      Clenergen.  It is understood that Clenergen has full control
      regarding the usage of the funds.

            


    

    
      	
               
      

            	
              2.

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

            


    

    
      	
               
      

            	
              3.

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

            


    

    
      	
               
      

            	
              4.

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

            


    

    
      	
               
      

            	
              5.

            	
              To
      provide supervision to facilitate the completion of specific
      projects

            


    

    
      	
               
      

            	
              6.

            	
              Sign
      attached Non-Disclosure Agreement

            


    

     

    Other
Provisions:

     

    
      	
               
      

            	
              1.

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

            


    

     

    
      	
               
      

            	
              2.

            	
              All
      commercial activities arising from this Agreement will be handled by
      Clenergen

            


    

     

    
      	
               
      

            	
              3.

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

            


    

     

    
      	
               
      

            	
              4.

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

            


    

      

      	
               
      

            	
              5.

            	
              This
      Agreement has a term of one(1) year and may be terminated earlier by
      Clenergen at its option in its sole judgment the potential commercial
      contribution of the research project will not justify the future
      additional cost.  If such event happens, Clenergen will turnover
      by way of assignment every and all assets, physical and intellectual unto
      RSU who may at RSU’s option, decide to continue with the research
      project.  Likewise, this agreement may be renewed or extended,
      subject to terms mutually agreed by the
Parties.

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    IN WITNESS whereof each of the
parties hereto has caused this Agreement to be executed the day and year written
below and shall form part of the Clenergen-RSU MOA dated June 9,
2010.


    


    
      	
              CLENERGEN
      PHILIPPINES CORPORATION

            	 
      	
              ROMBLON
      STATE UNIVERSITY

            
	
              By:

            	 
      	 
      	
              By:

            
	 
      	 
      	 
      	 
      
	
              /s/Antonio A. Gimenez

            	 
      	 
      	
              /s/Jeter S. Sespene

            
	
              ANTONIO
      A. GIMENEZ

            	 
      	 
      	
              JETER
      S. SESPEÑE

            
	
              President

            	 
      	 
      	
              President

            


    

     

    
      
        
          	
                  SIGNED
      IN THE PRESENCE OF:

                
	 
      
	
                  /s/Mark LM Quinn

                
	
                  MARK
      LM QUINN

                
	
                  Executive
      Chairman

                
	
                  Clenergen
      Corporation US

                


        

      

    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    ACKNOWLEDGMENT


    


    
      
        	
                Republic of the Philippines

              	
                )

              
	 
      	
                ) S.S.

              


      

    

    


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


    


    
      
        
          	
                  Name

                	
                  CTC
      No. /Passport No.

                	
                  Date/Place
      Issued

                


        

      

    

    


    Jeter
S. Sespene, Ph.D.

    Antonio
A. Gimenez

    


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

    


                The
foregoing instrument is an Agreement consisting of four (4) pages, including
this page on which the Acknowledgment is written, the parties and their
witnesses having affixed their signatures on all pages.  

    


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

    


    Doc.
No.  _____ ;

    Page No.
_____ ;

    Book No.
_____ ;

    Series of
2010


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    ANNEX
“A”


    


    Bambusa sp. as Energy Crop:
Study on Integrated Program for Acclimatization, Testing, Production, and
Utilization of high yielding strain of Bamboo (“Bamboo”) in Adpudlos, Romblon,
Philippines


    


    Proponents:   Romblon
State University

    


    Point
Persons:

    


    Dr. Jeter
S. Sespene – Program Director

    


    Dr.
Merian C. Mani – Deputy Program Director

    


    Ms.
Selvanayaki Nanjappan –Acting for and on behalf of

    Dr. N.
Barathi of Growmore Biotech

    


    Project
Concept:

    


    The
proposed research is a joint project of Clenergen Philippines Corporation,
Romblon State University wherein:

    


    
      	
            	
              1.

            	
              Romblon
      University will be the host entity for the demonstration trials and will
      be responsible for the administration of the project pursuant to an
      agreement including administrative and logistic
  support.

            


    

    
      	
            	
              2.

            	
              Growmore
      Biotech will be responsible for all the component of the project
      pertaining to Bamboo.

            


    

    
      	
            	
              3.

            	
              Clenergen
      Philippines Corporation to provide overall supervision of the
      project.

            


    

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    Rationale:

    


    Romblon
is a missionary area of National Power Corporation. It is strategically situated
at the center of the Philippine Archipelago. It is composed of three major
islands namely Tablas, Sibuyan, and Romblon and seven minor and small islands.
It is surrounded by deep water and is bounded by the islands of Masbate in the
east, Mindoro in the west, Marinduque in the north and Panay in the south. It is
approximately 187 nautical miles and 169 air miles south of Manila. The total
land area of the province is approximately 1,355.9 sq. km. representing 5.30
percent of the land are of region IV-B. Adpulos is located in Tablas Island,
municipality of San Andres.

    


    Its
topography is generally mountainous with about 40% of its land area having
slopes greater than 50%. Only 4% of the total land area has 3-8% gradients and
10% has 0-3% inclination.  It has narrow strips of coastal lowland,
low hill and plains typify the topography of some of the islands.

    


    Romblon
has a population of about 264,457 living in 135,509 ha or about 0.51 ha per
person (2000 Census). Fishing and farming are among the major occupations making
rice and fish as staple food. Ironically, 80% of vegetable consumption is
imported from Mindoro, Batangas, Manila and Panay Island.

    


    Despite
of its strategic location, Romblon is among ten poorest provinces along with
Sulu, Basilan, Tawi-Tawi in the country’s 78 provinces.

    


    The
Romblon State University (RSU) commits to take lead in the conduct of
competitive studies, progressive leadership, advanced education, technological
and professional instruction, research and extension, and training in areas of
specialization such as agriculture and fishery, science and biotechnology,
education, arts, and other relevant fields of study. It is the only higher
education institution in the province with expertise in research and
development.

    


    Bamboo is
one of the 16 priority species in the Philippines for development. It grows
favorably in well drained sandy-loam and clay-loam soil with ph 5.0 to 6.0. It
is resilient in varying rainfall patterns and harsh weather conditions. Bamboo
grows in wide range of sites in tropical climatic condition within temperature
of 8.8-36 oc.  It
is traditionally used as food, shelter, firewood among others.

    


    Bamboo is
fast growing energy crop compared with local variety that produces highest
biomass of 40 to 50 tons per acre per year. It has only 12% moisture after one
week drying.  bamboo is tested as carbon neutral feedstock for biomass
gasifier. Matured culm has energy value of 4600 K.Cal./kg while the young culm
has 4000 K.Cal./kg. It is ecological to use young culm that has only 0.4% ash
content than matured culm with 4.0%.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


    Objectives

    


    
      	
            	
              1.

            	
              Develop
      in vitro protocol for the mass propagation of tissue cultured bamboo in
      Adpudlos, Romblon, Philippines

            


    

    
      	
            	
              2.

            	
              Identify
      the cultural management practices of tissue cultured
  bamboo

            


    

    
      	
            	
              3.

            	
              Conduct
      training to enhance capability of farm technicians and farmers in
      technical and productive plantation

            


    

    
      	
            	
              4.

            	
              Establish
      data base of Agri-waste as Alternative Feedstock Materials  for
      Biomass Gasifier

            


    

    


    Expected
Output/ Deliverables

    


    
      	
               
      

            	
              1.

            	
              Developed
      protocol on  bamboo propagation in Adpulos, Romblon,
      Philippines

            


    

     

    
      	
               
      

            	
              2.

            	
              Identified
      cultural management practices   of tissue
      cultured  bamboo

            


    

     

    
      	
            	
              3.

            	
              Conducted
      training to enhance capability of farm technicians and farmers in
      technical and productive plantation of
bamboo

            


    

    
      	
            	
              4.

            	
              Established
      data base of Agri-waste as Alternative Raw Materials  for
      Biomass Gasifier feedstock

            


    

    


    Potential
Impact

     

    
      	
            	
              1.

            	
              Improved
      knowledge on propagation of bamboo.

            


    

    
      	
            	
              2.

            	
              Improved
      quality and production of bamboo in
Romblon.

            


    

    
      	
            	
              3.

            	
              Improved
      production, collection, and supply
mechanism.

            


    

    
      	
            	
              4.

            	
              Proved
      bamboo species has superior yield performance in local
      condition.

            


    

    
      	
            	
              5.

            	
              Addressed
      market demands.

            


    

    
      	
            	
              6.

            	
              Improved
      economic and financial status of local
farmers.

            


    

    
      	
            	
              7.

            	
              Improved
      land management and production
system.

            


    

    
      	
            	
              8.

            	
              Developed
      adaptation mechanisms to climate
change.

            


    

    
      	
            	
              9.

            	
              Liberate
      Romblon from among top poorest into progressive province in region
      IV.

            


    

    
      	
            	
              10.

            	
              Sustained
      feedstock demand for gasification power
plant.

            


    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    Users

    
      	
            	
              1.

            	
              9
      municipalities of Tablas Island

            


    

    
      	
            	
              2.

            	
              1
      biomass gasifier energy generator

            


    

    
      	
            	
              3.

            	
              Bamboo
      handicraft & furniture makers

            


    

    
      	
            	
              4.

            	
              100
      bamboo farmers

            


    

    
      5.

    

    
      	
            	
              6.

            	
              Suppliers
      and Service providers

            


    

     

    Set-up
of the Demonstration Projects

    The
project shall have two (2) components as follows:

    


    
      	
            	
              1.

            	
              Growmore
      protocol which will take into consideration the parameters defined by
      Bureau of Plant Industry per its approval to import Bamboo dated October
      5, 2010.  Ms. Selvanayaki of Growmore shall be primarily
      responsible for the component.  Growmore shall subsequently
      define its own methodology, benchmark and parameters and shall discuss the
      same with the Program Leader and Deputy Program Leader for RSU for
      purposes of alignment.

            


    

    


    
      	
            	
              2.

            	
              RSU
      Protocol which strictly adheres with the local pest practices as
      determined by RSU, and

            


    

    


    
      	
            	
              3.

            	
              RSU/Clenergen/Growmore
      Protocol which combines the RSU and Growmore protocol.  The
      protocol to be adopted for this component shall take into consideration
      the best judgment of the Project
Leader.

            


    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

    


    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    RESEARCH
FRAMEWORK

    


    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     


    SUMMARY:

    ROMBLON
STATE UNIVERSITY

    Liwanag,
Odiongan, Romblon

    


    
      	
              Program

            	
              ENERGY
      CROP for BIOMASS GASIFIER

            


    

    
      	
              Name
      of Project

            	
              :
      Acclimatization and Yield
      Performance of Bamboo and Melia dubia in the
    Philippine

            


    

    


    
      	
              Location

            	
              :
      RSU – Agpudlos Campus, San Andres,
Romblon

            


    

    
      	
              Duration

            	
              :
      December 2010 – September 2011

            


    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                      Item No.

                                                    	   	
                                                      Description

                                                    	   	
                                                      Qty

                                                    	   	
                                                      Unit/No. of

                                                      days

                                                    	   	
                                                      Unit Cost/Rate

                                                    	   	
                                                      Amount

                                                    	 
	
                                                      1.0

                                                    	 	
                                                      Salaries
      & Honoraria

                                                    	 	 
      	 	 
      	 	 
      	 	 
      	 
	 
      	 	
                                                      Project
      Administrator

                                                    	 	
                                                      1

                                                    	 	
                                                      9
      months

                                                    	 	
                                                      25,000
      monthly

                                                    	 	
                                                      225,000

                                                    	 
	 
      	 	
                                                      Admin.
      Assistant

                                                    	 	
                                                      1

                                                    	 	
                                                      9
      months

                                                    	 	
                                                      12,000
      monthly

                                                    	 	
                                                      108,000

                                                    	 
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 
	 
      	 	
                                                      Sub-total

                                                    	 	 
      	 	 
      	 	 
      	 	
                                                      333,000

                                                    	 
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 
	
                                                      2.0

                                                    	 	
                                                      Equipment/supplies

                                                    	 	 
      	 	 
      	 	 
      	 	 
      	 
	 
      	 	
                                                      Laptop
      – Acer

                                                    	 	
                                                      1

                                                    	 	 
      	 	 
      	 	
                                                       40,000

                                                    	 
	 
      	 	
                                                      Video
      cam

                                                    	 	
                                                      1

                                                    	 	 
      	 	 
      	 	
                                                       40,000

                                                    	 
	 
      	 	
                                                      Printer
      – Epson R230

                                                    	 	
                                                      1

                                                    	 	 
      	 	
                                                      7,000.00

                                                    	 	
                                                       7,000

                                                    	 
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 
	 
      	 	
                                                      Sub-total

                                                    	 	 
      	 	 
      	 	 
      	 	
                                                      87,000

                                                    	 
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 
	
                                                      3.0

                                                    	 	
                                                      Individual
      Project Component Costing

                                                    	 	 
      	 	 
      	 	 
      	 	 
      	 
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 
	 
      	 	
                                                      Project  1

                                                    	 	 
      	 	 
      	 	 
      	 	
                                                       494,200

                                                    	 
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	
                                                       
      

                                                    	 
	 
      	 	
                                                      Project  2

                                                    	 	 
      	 	 
      	 	 
      	 	
                                                       76,500

                                                    	 
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	
                                                       
      

                                                    	 
	 
      	 	
                                                      Project  3

                                                    	 	 
      	 	 
      	 	 
      	 	
                                                       76,500

                                                    	 
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 
	 
      	 	
                                                      Project  4

                                                    	 	 
      	 	 
      	 	 
      	 	
                                                       292,800

                                                    	 
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 
	 
      	 	
                                                      Sub-total

                                                    	 	 
      	 	 
      	 	 
      	 	
                                                       940,000

                                                    	 
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 
	
                                                      TOTAL
      ESTIMATED PROJECT COST

                                                    	 	PHP	
                                                      1,360,000

                                                    	 


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    

    


    ROMBLON
STATE UNIVERSITY

    Liwanag,
Odiongan, Romblon

    


    
      	
              Project
1

            	
              : Adaptability Trial
      of  Bamboo and Melia dubia in  the
      Philippines.

            


    

    
      	
              Location

            	
              :
      RSU Main Campus Green House

            


    

    


    
      	
              Duration

            	
              :
      December 2010 – May 2011

            


    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    	
                                                            Item No.

                                                          	   	
                                                            Description

                                                          	   	
                                                            Qty

                                                          	   	
                                                            Unit/No. of

                                                            days

                                                          	   	
                                                            Unit

                                                            Cost/Rate

                                                          	   	
                                                            Amount

                                                          	 
	
                                                            1.0

                                                          	 	
                                                            Salary/Honoraria

                                                          	 	 
      	 	 
      	 	 
      	 	 
      	 
	 
      	 	
                                                            Nursery
      In-Charge

                                                          	 	
                                                            1

                                                          	 	
                                                            6
      months

                                                          	 	
                                                            15,000.00

                                                          	 	
                                                            90,000.00

                                                          	 
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 
	 
      	 	
                                                            Sub-total

                                                          	 	 
      	 	 
      	 	 
      	 	
                                                            90,000.00

                                                          	 
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 
	
                                                            2.0

                                                          	 	
                                                            Nursery

                                                          	 	 
      	 	 
      	 	 
      	 	 
      	 
	 
      	 	
                                                            Rental
      for greenhouse

                                                          	 	
                                                            2

                                                          	 	
                                                            6
      months

                                                          	 	
                                                            10,000.00

                                                          	 	
                                                            120,000.00

                                                          	 
	 
      	 	
                                                            Water
      & Electricity

                                                          	 	 
      	 	
                                                            6
      months

                                                          	 	
                                                            2000.00

                                                          	 	
                                                            12,000.00

                                                          	 
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 
	 
      	 	
                                                            Sub
      total

                                                          	 	 
      	 	 
      	 	 
      	 	
                                                            132,000.00

                                                          	 
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 
	
                                                            3.0

                                                          	 	
                                                            Propagation

                                                          	 	 
      	 	 
      	 	 
      	 	 
      	 
	 
      	 	
                                                            Planters
      Bag bamboo

                                                          	 	
                                                            5600

                                                          	 	 
      	 	
                                                            6.00

                                                          	 	
                                                            33,600.00

                                                          	 
	 
      	 	
                                                            Planters
      Bag Melia dubia

                                                          	 	
                                                            5600

                                                          	 	 
      	 	
                                                            6.00

                                                          	 	
                                                            33,600.00

                                                          	 
	 	 	      
                                                            Media
      (garden soil)

                                                          	 	      
                                                            112cu.m

                                                          	 	 	 	      
                                                            1000.00

                                                          	 	      
                                                            56,000.00

                                                          	 
	 
      	 	
                                                            Potting
      & Setting

                                                          	 	
                                                            60

                                                          	 	
                                                            4
      days

                                                          	 	
                                                            220/day

                                                          	 	
                                                            26,400.00

                                                          	 
	 
      	 	
                                                            Biologicals

                                                          	 	
                                                            24

                                                          	 	
                                                            liters

                                                          	 	
                                                            1,000.00

                                                          	 	
                                                            23,000.00

                                                          	 
	 
      	 	
                                                            Fertilizers
      (Inorganic)

                                                          	 	
                                                            30

                                                          	 	
                                                            bags

                                                          	 	
                                                            1,500.00

                                                          	 	
                                                            45,000.00

                                                          	 
	 
      	 	
                                                            Fertilizer
      (Organic)

                                                          	 	
                                                            40

                                                          	 	
                                                            bags

                                                          	 	
                                                            500.00

                                                          	 	
                                                            20,000.00

                                                          	 
	 
      	 	
                                                            Irrigation
      System

                                                          	 	
                                                            1

                                                          	 	
                                                            lot

                                                          	 	
                                                            30,000.00

                                                          	 	
                                                            30,000.00

                                                          	 
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 
	 
      	 	
                                                            Sub
      total

                                                          	 	 
      	 	 
      	 	 
      	 	
                                                            267,200

                                                          	 
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 
	
                                                            4.0

                                                          	 	
                                                            Utilities
      and Supplies

                                                          	 	 
      	 	
                                                            LS

                                                          	 	 
      	 	
                                                            5,000.00

                                                          	 
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 
	 
      	 	
                                                            Sub-total

                                                          	 	 
      	 	 
      	 	 
      	 	
                                                            539,200

                                                          	 
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 
	
                                                            TOTAL
      ESTIMATED STUDY COST

                                                          	 	
                                                            PHP

                                                          	
                                                             494,200

                                                          	 


                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        13

        
          

        

      

      
         


      

    

    


    ROMBLON
STATE UNIVERSITY

    Liwanag,
Odiongan, Romblon

    


    
      	
              Project  2
      

            	
              :
      Yield Performance of Bamboo and Melia dubia
:

            


    

    
      	
              Location

            	
              :
      Experimental Site -  Agpudlos, San Andres,
    Romblon

            


    

    


    
      	
              Duration

            	
              :
      March 2011 –
December  2011

            


    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	
                                                    Item No.

                                                  	   	
                                                    Description

                                                  	   	
                                                    Qty

                                                  	   	
                                                    Unit/No. of

                                                    days

                                                  	   	
                                                    Unit

                                                    Cost/Rate

                                                  	   	
                                                    Amount

                                                  	 
	
                                                    1.0

                                                  	 	
                                                    Salary/Honoraria

                                                  	 	 
      	 	 
      	 	 
      	 	 
      	 
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 
	 
      	 	
                                                    Research
      Assistant

                                                  	 	
                                                    1

                                                  	 	
                                                    9
      months

                                                  	 	
                                                    8,500.00

                                                  	 	
                                                       76,500

                                                  	 
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 
	 
      	 	
                                                    Total

                                                  	 	 
      	 	 
      	 	 
      	 	PhP.
      	
                                                    76,500

                                                  	 


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        14

        
          

        

      

      
         


      

    

    


    ROMBLON
STATE UNIVERSITY

    Liwanag,
Odiongan, Romblon


    


    
      	
              Project   3

            	
              Yield
      Performance of Bamboo Intercropped with Cash
  crops

            


    

    


    
      	
              Location

            	
              :
      RSU Agpudlos Experimental Area

            


    

    


    
      	
              Duration

            	
              :
      March  2011 – December
2011

            


    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                Item No.

                                              	   	
                                                Description

                                              	   	
                                                Qty

                                              	   	
                                                Unit/No. of

                                                days

                                              	   	
                                                Unit

                                                Cost/Rate

                                              	   	
                                                Amount

                                              	 
	
                                                1.0

                                              	 	
                                                Salary/Honoraria

                                              	 	 
      	 	 
      	 	 
      	 	 
      	 
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 
	 
      	 	
                                                Research
      Assistant

                                              	 	
                                                     1

                                              	 	
                                                9
      months

                                              	 	
                                                8,500.00

                                              	 	
                                                76,500

                                              	 
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 
	 
      	 	
                                                Sub
      total

                                              	 	 
      	 	 
      	 	 
      	 	
                                                76,500

                                              	 
	 
      	 	
                                                Farm
      Input  is part of  project 4

                                              	 	 
      	 	 
      	 	 
      	 	 
      	 
	
                                                TOTAL
      ESTIMATED STUDY COST

                                              	 	
                                                PHP

                                              	
                                                 76,500.00

                                              	 


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        15

        
          

        

      

      
         


      

    

    


    ROMBLON
STATE UNIVERSITY

    Liwanag,
Odiongan, Romblon


    


    
      	
              Project
4

            	
              Data
      Base on Alternative Feedstock Materials for Biomass
    Gasifier.

            


    

    


    
      	
              Location

            	
              :
      Tablas Island, Romblon (7 municipalities/ 109
  barangays)

            


    

    


    
      	
              Duration

            	
              :  6
      months (January 2010 –
July  2011)

            


    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    	
                                                            Item No.

                                                          	   	
                                                            Description

                                                          	   	
                                                            Qty

                                                          	   	
                                                            Unit/No. of

                                                            days

                                                          	   	
                                                            Unit

                                                            Cost/Rate

                                                          	   	
                                                            Amount

                                                          	 
	
                                                            1.0

                                                          	 	
                                                            Study
      Leader

                                                          	 	
                                                            1

                                                          	 	
                                                            6
      months

                                                          	 	
                                                            8,500.00

                                                          	 	
                                                            51,000,00

                                                          	 
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 
	 
      	 	
                                                            Enumerator’s
      honoraria:

                                                          	 	 
      	 	 
      	 	 
      	 	 
      	 
	 
      	 	
                                                            San
      Andres (13 brgys.)

                                                          	 	
                                                            2
      pax

                                                          	 	
                                                            1.5
      months

                                                          	 	
                                                            10,500.00

                                                          	 	
                                                            21,000.00

                                                          	 
	 
      	 	
                                                            San
      Agustin (17Brgys.)

                                                          	 	
                                                            2
      pax

                                                          	 	
                                                            1.5
      months

                                                          	 	
                                                            10,500.00

                                                          	 	
                                                            21,000.00

                                                          	 
	 
      	 	
                                                            Calatrava     (
      7Brgys.)

                                                          	 	
                                                            2

                                                          	 	
                                                            1.5
      months

                                                          	 	
                                                            10,500.00

                                                          	 	
                                                            21,000.00

                                                          	 
	 
      	 	
                                                            Odiongan-Ferrol
      (25 , 6 )

                                                          	 	
                                                            3

                                                          	 	
                                                            1.5
      months

                                                          	 	
                                                            10,500.00

                                                          	 	
                                                            31,500.00

                                                          	 
	 
      	 	
                                                            Looc  (12)

                                                          	 	
                                                            2

                                                          	 	
                                                            1.5
      months

                                                          	 	
                                                            10,500.00

                                                          	 	
                                                            21,000.00

                                                          	 
	 
      	 	
                                                            Alcantara-
      12 /Sta.Maria  ( 6 )

                                                          	 	
                                                            2

                                                          	 	
                                                            1.5
      months

                                                          	 	
                                                            10,500.00

                                                          	 	
                                                            21,000.00

                                                          	 
	 
      	 	
                                                            Sta.
      Fe   (11 brgys.)

                                                          	 	
                                                            2

                                                          	 	
                                                            1.5
      months

                                                          	 	
                                                            10,500.00

                                                          	 	
                                                            21,000.00

                                                          	 
	 
      	 	
                                                            Total
      No. of Barangays. 109 (each enumerator has to spend 1 week per
      barangay)

                                                          	 	 
      	 	 
      	 	 
      	 	 
      	 
	 
      	 	
                                                            Sub-total

                                                          	 	 
      	 	 
      	 	 
      	 	
                                                            208,500.00

                                                          	 
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 
	
                                                            2.0

                                                          	 	
                                                            Meals

                                                          	 	
                                                            15

                                                          	 	
                                                            1.5
      months

                                                          	 	
                                                            3,000.00

                                                          	 	
                                                            45,000.00

                                                          	 
	 
      	 	
                                                            Transportation
      Allowance

                                                          	 	
                                                            15

                                                          	 	
                                                            1.5
      months

                                                          	 	
                                                            1,500.00

                                                          	 	
                                                            22,500.00

                                                          	 
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 
	
                                                            3.0

                                                          	 	
                                                            Supplies
      & Utilities

                                                          	 	 
      	 	 
      	 	
                                                            15,000.00

                                                          	 
	 
      	 	
                                                            Communication

                                                          	 	 
      	 	
                                                            6
      months

                                                          	 	
                                                            300.00

                                                          	 	
                                                            1,800.00

                                                          	 
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 
	 
      	 	
                                                            Sub-total

                                                          	 	 
      	 	 
      	 	 
      	 	
                                                            84.300.00

                                                          	 
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 
	
                                                            TOTAL
      ESTIMATED STUDY COST

                                                          	 	
                                                            PHP

                                                          	
                                                             292,800.00

                                                          	 


                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    CONFIDENTIALITY AND
NON-DISCLOSURE AGREEMENT


    


    This
Confidentiality and Non-Disclosure Agreement (“Agreement”) is made on 5th
December  2010 (“Effective Date”) between ROMBLON STATE UNIVERSITY and
individual/business with registered offices/address at Odiongan, Romblon (“THIRD
PARTY”) and Clenergen Corporation, a company registered under the laws of
Nevada, USA, with its registered office at Bath House, 8 Chapel Place, London
EC2A 3DQ, UK (“CC”).

    


    WHEREAS:

    


    
      	
              A.

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

            


    

    
      	
              B.

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

            


    

    
      	
              C.

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

            


    

    


    
      	
              I.

            	
              DEFINITIONS

            


    

    


    
      	
               
      

            	
              1.

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

            


    

    
      	
               
      

            	
              2.

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

            


    

    
      	
               
      

            	
              3.

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

            


    

    
      	
               
      

            	
              4.

            	
              “Recipient”
      is the party receiving the Confidential
  Information.

            


    

    


    
      	
              II.

            	
              CONFIDENTIALITY
      OBLIGATIONS

            


    

    


    Recipient
shall in all Circumstances:

    


    
      	
               
      

            	
              a)

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

            


    

    
      	
               
      

            	
              b)

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

            


    


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              c)

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

            


    

    
      	
               
      

            	
              d)

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

            


    

     

    
      	
              III.

            	
              EXCEPTIONS

            


    

    


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

    


    
      	
               
      

            	
              a)

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

            


    

    
      	
               
      

            	
              b)

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

            


    

    
      	
               
      

            	
              c)

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

            


    

    
      	
               
      

            	
              d)

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

            


    

    
      	
               
      

            	
              e)

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

            


    

    
      	
               
      

            	
              f)

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

            


    

    


    
      	
              IV.

            	
              NO GRANT OF
      PROPRIETARY RIGHTS OR
LICENSE

            


    

    


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

    


    
      	
              V.

            	
              TERM

            


    

    


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

    


    
      	
              VI.

            	
              INJUNCTION

            


    

    


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


    
      
         


      

      
        18

        
          

        

      

      
         


      

    

    


    
      	
              VII.

            	
              RETURN OF
      MATERIALS

            


    

    


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

    


    
      	
               
      

            	
              a)

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

            


    

    
      	
               
      

            	
              b)

            	
              The
      expiry of this Agreement; or

            


    

    
      	
               
      

            	
              c)

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

            


    

    


    
      	
              VIII.

            	
              MISCELLANEOUS

            


    

    


    
      	
               
      

            	
              1.

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

            


    

    
      	
               
      

            	
              2.

            	
              For
      the avoidance of doubt, it is clarified
that:

            


    

    
      	
               
      

            	
              a.

            	
              The
      terms of this Agreement are confidential;
and

            


    

    
      	
               
      

            	
              b.

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

            


    

    
      	
               
      

            	
              c.

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

            


    

    


    
      	
              IX.

            	
              GOVERNING
      LAWS

            


    

    


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

    


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

    


    
      
        
          
            
              	
                      For
      ROMBLON STATE UNIVERSITY

                    	
                      For   CLENERGEN
      CORPORATION

                    
	
                       

                      Signature:
      ____________________________

                      Name:   Jeter
      S. Sespene

                      Title:   President

                      Date:    5th
      December 2010


                    	
                       

                      Signature:  _________________________

                      Name:    ___________________________

                      Title:    ____________________________

                      Date:  5th
      December
2010

                    


            

          

        

      

    

     

    
      
         


      

      
        19