THIS AGREEMENT is made on September 11, 2009 by and between CLENERGEN CORPORATION a US public company incorporated in Nevada (CLENERGEN) with principal offices at 5379 Lyons Road, Suite 301, Coconut Creek, FL 33073 USA, and EUROGET DE INVEST a joint stock company incorporated in Egypt (EUROGET), with principal offices at 13 Ahmed Orabi St. Mohandesseen , Giza, E gypt.

WHEREAS 1.

CLENERGEN is a U.S. Public company that intends to be generating a minimum of 500 MW of clean electricity by 2014 by developing and operating, on a global basis, Distributed Environmental Power Systems (DEPS), which convert cultivated feedstock and a range of agricultural waste, known as biomass, into electricity, as well as owning, leasing, developing and managing energy feedstock plantations and 2.

EUROGET is an Egyptian joint stock company that provides a full range of development and financing services including ownership interests in large industrial projects in Africa and the Middle East and participates as a partner in various infrastructure projects including power generation, water and wastewater treatment, transportation, pipelines, telecommunications and medical sectors, and provides premier financing and merchant bank capabilities to raise project related capital from commercial banks, export credit facilities capital markets, and 3.

CLENERGEN and EUROGET have discussed and determined that they now desire to establish a Strategic Alliance (the " Alliance ") in the Republic of Ghana (Ghana) for the specific purpose of developing DEPS facilities and energy feedstock plantations in the Republic of Ghana as outlined and agreed to as follows below, and 4.

CLENERGEN will form a subsidiary company registered in Ghana and named Clenergen Ghana Limited (SPV) that will seek to secure, develop, build and manage a 16MW power project in the Ashanti region of Ghana in view of supplying energy directly to one or more off grid mining operation(s) and, with EUROGET , establish a joint venture company to be named Clenergen Euroget Ghana Limited , for the purpose of developing, initially, a Private Public Partnership (PPP) with the government of Ghana for the establishment of a 14,000 acre energy plantation in the Region of Tamale and to develop a 56MW per hour biomass power plant to supply electricity directly to the Ghana national grid system, and 5.

Both parties acknowledge and agree that this Agreement constitutes the entire understanding between the parties with respect to its subject matter and supersedes all previous agreements and undertakings (if any) relating to the establishment and management of the proposed Alliance and that any and all future mutually agreed upon terms and conditions shall be attached hereto and made a part thereof this Agreement.

AGREEMENT

In consideration of the terms and conditions contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

1. Definitions

"Affiliate" means any person, directly or indirectly, controlling, controlled by or under common control with any other person. "Control" shall mean the direct or indirect ownership of 50% or more of the voting interest in, or 50% or more of the interest in the income of such other person, or the ability to appoint, elect or direct at least 50% of the governing body of any such person.A.

"Alliance Coordinator" means the person designated by a Party pursuant to Section 3(e) of this Agreement, to be the primary contact person for such Party for purposes of this Agreement. B.

"Governing Rules" means the general guidelines established by the Managing Committee pursuant to Section 3(d) of this Agreement, which will be used to guide generally the activities of the Managing Committee and the Parties which are undertaken pursuant to this Agreement. C.

"Implementation Strategy" means the comprehensive approach and strategy, which may or may not be reduced to written form, which is developed by the Managing Committee with respect to the development and implementation of business activities hereunder. The Implementation Strategy shall generally relate to the business in Ghana as outlined below and conducted by and between the Parties hereto as contemplated pursuant to this Agreement. D.

"Joint Intellectual Property" means any intellectual property rights which may or may not arise from the joint activities conducted pursuant to this Agreement, and which shall be jointly owned as set forth in Section 8 of this Agreement. E.

"Law" means any United States of America, Egypt or Ghana rule, regulation, statute or law relevant to the activities undertaken pursuant to this Agreement or applicable to either of the Parties with respect to any matters set form herein. F.

"Losses" means any liabilities, damages, costs or expenses, including, without limitation, reasonable attorneys' fees (including the allocable cost of in-house counsel), which arise from any claim, lawsuit, demand or other action by any Party other than one of the Parties or an Affiliate of one of the Parties. G.

"Managing Committee" means the committee established pursuant to Section 3 which is responsible for the development and oversight of all activities pursuant to this Agreement, in accordance with the terms of this Agreement. H.

"CLENERGEN Products" means any products, supplies or other goods which are designed developed, manufactured or marketed by CLENERGEN, whether existing on the date of this Agreement or subsequently developed, acquired or otherwise obtained by CLENERGEN. I.

"Party" or "Parties" means CLENERGEN or EUROGET, or EUROGET and CLENERGEN, individually and collectively, as appropriate.

J.

"Senior Management Representative" means an executive officer of each Party designated to facilitate the resolution of disputes hereunder, as described in Section 3 of this Agreement.

2. General Agreement A.

CLENERGEN and EUROGET shall collaborate and cooperate in the development and implementation of DEPS facilities and required infrastructure, in Ghana, for the conversion of cultivated feedstock and a range of agricultural waste, known as biomass, into electricity, as well as owning, leasing, developing and managing energy feedstock plantations in Ghana and as set forth herein. B.

The initial objective of the Alliance is to: 1.

Establish and operate an integrated and self-contained business in Ghana that will provide the appropriate resources, infrastructure and management for the development of DEPS facilities and the production of large scale supplies of energy feedstock for the generation of electricity. 2.

Secure a 16MW DEPS facility in the Ashanti region of Ghana in view of supplying energy directly to one or more off-grid mining operations. 3.

Organize a Private Public Partnership (PPP) with the government of Ghana for the establishment of a 14,000 acre energy plantation in the Region of Tamale for the purpose of implementing a 56MW per hour DEPS facility to supply electricity directly to the Ghana national grid system. 4.

Secure funding, as may be required, for the purpose of establishing the above identified projects as well as new project opportunities that may become available. C.

CLENERGEN will form a subsidiary registered in Ghana to be named Clenergen Ghana Limited that will seek to secure, develop, build and manage a 16MW power project in the Ashanti region of Ghana in view of supplying energy directly to one or more off grid mining operation(s). CLENERGEN will grant EUROGET a ten percent (10%) equity shareholding in Clenergen Ghana Limited in exchange for EUROGET' s non-funding related assistance in developing the project. It is anticipated that Said Deraz, chairman of EUROGET will be named the interim chairman of Clenergen Ghana Limited. D.

The Parties will establish a joint venture company to be named Clenergen Euroget Ghana Limited for the purpose of developing, initially, a Private Public Partnership (PPP) with the government of Ghana for the establishment of a 14,000 acre energy plantation in the Region of Tamale and to develop a 56MW per hour biomass power plant to supply electricity directly to the Ghana national grid system. The Parties agree that they each will hold an equal forty percent (40%) equity shareholding in Clenergen Euroget Ghana Limited and will set aside twenty percent (20%) for Ghana nationals, to be identified, who will be required to assist in the development of said projects.

E.

As the Parties anticipate the need to generate initial information for the business of the Alliance, the Parties, through its Managing Committee, will initially cooperate in: 1.

Engaging legal counsel in Ghana for formation of the Company. 2.

Identifying current regulations regarding foreign ownership of land in Ghana. 3.

Identifying government subsidies on the importation of capital equipment into Ghana for use in the generation of power and other incentives/benefits offered to companies inwardly investing in the renewable power sector in Ghana. 4.

Initiating Environmental Impact Analysis (EIA) on land parcels identified for the planned 16MW and 56MW projects. 5.

Identifying the availability of carbon financing from renewable investment funds and other organizations associated with CDM mechanisms and mezzanine financing for reforestation/land reclamation projects in Ghana. 6.

Drafting of a letter to the President of Ghana, with copies to the Vice President, the Energy Minister and the Majority Leader of the Parliament for the purpose of seeking their approval of the planned business of the Alliance and arranging direct meetings and presentations to same. 7.

Identify and secure land parcels both in the Ashanti and Tamale regions consisting of 4 acres at each location in order to conduct planting field trials and as identified in Schedule C, attached hereto and made a part hereof. F.

CLENERGEN will be responsible for providing: 1.

Supply micro propagated saplings of bema bamboo and non-polyploidy Paulownia from its laboratories located in Bangalore, India. 2.

Arranging nursery facilities for hardening of the saplings and planting/maintenance of saplings on 8 acres of land identified for the trials and as identified in Schedule C. 3.

Technical and agronomic management expertise and services ,as required, for the production of electricity from energy crops, including but not limited to propagation, planting, crop maintenance, feedstock processing and use of proven gasification technology. G.

EUROGET will be responsible for providing: 1.

Office space for CLENERGEN and its planned subsidiaries. 2.

Access to the King of Ashanti for discussions regarding the availability of 4000 acres of land in close proximity to the location of the planned 16MW per hour facility, in view of leasing over a 49 year period for the purpose of the cultivation of energy feedstocks, supplied from the biotechnology laboratories


of Clenergen Corporation. Such discussions will focus on a deposit payment, annual lease and revenue/equity sharing agreement with Clenergen Ghana Limited. 3.

Initiate discussions for a Power Purchase Agreement (PPA) with the Government of Ghana for a minimum 15 year period along with the terms of a 49 year lease agreement in the Tamale region for an energy feedstock plantation. 4.

Arrange for the issuance of a Sovereign Guarantee for the planned 56MW facility, approved and secured by the government of Ghana and arrange insurance for the Sovereign Guarantee and secure credit lines and equity financing from banks and/or other financial institutions in order to fund the project.

3. Managing Committee .A.

CLENERGEN and EUROGET shall establish a Managing Committee hereunder, which shall consist of three (3) representatives from each of CLENERGEN and EUROGET. The initial designees are set forth in Schedule A hereto. CLENERGEN and EUROGET may each from time to time replace its respective representatives on the Managing Committee, in its sole and absolute discretion, by notice to the other Party. B.

It is among the objectives of the Parties to design, develop and implement the business of the Alliance in a reasonably practicable fashion, subject, however, to the respective corporate regulatory, financial and other obligations and considerations of each of the Parties from time to time determined. To achieve this objective, the Managing Committee shall be responsible for establishing an Implementation Strategy for the activities as contemplated by this Agreement and from time to time designated and determined by the Managing Committee. C.

The Managing Committee shall meet at such times and places as it shall determine appropriate to carry out its responsibilities hereunder. Such meetings may be in person or by means of telephonic communication. Either Party may designate an alternate member of the Managing Committee to act on behalf ...