Clean Energy Combustion Systems Inc Sample Contracts

Clean Energy Combustion Systems Inc – MEMORANDUM OF UNDERSTANDING (March 19th, 2004)
Clean Energy Combustion Systems Inc – CLEAN ENERGY APPOINTS A NEW PRESIDENT AND REDEPLOYS MANAGEMENTENTERS INTO AGREEMENT TO ACQUIRE GASSIFICATION AND CRYOGENIC TECHNOLOGIES UPON SATISFACTION OF DUE DILIGENCE (March 19th, 2004)

March 8, 2004 - Vancouver, BC, CANADA - Clean Energy Combustion Systems Inc. ("Clean Energy") (OTC BB: CGYB) announced that it has entered into a memorandum of agreement with ecoTech Waste Management Systems (1991) Inc., a privately held British Columbia corporation, to acquire its gassification technology for 7,076,300 unregistered common shares. The gassification technology will incorporate Clean Energy's pulse combustion technology as one of its components. Under the same memorandum, Clean Energy also reached agreement with Mr. C. Victor Hall, ecoTech's President and principal shareholder, to acquire his cryogenic technology for 500,000 unregistered common shares. Clean Energy's acquisition of these technologies is subject to its satisfactory completion of due diligence with respect to the technologies on or before March 17, 2004.

Clean Energy Combustion Systems Inc – RESEARCH AND DEVELOPMENT AGREEMENT (April 15th, 2003)

This Research And Development Agreement ("Agreement") is entered into effective as of January 1, 2003, by and between Clean Energy USA, Inc., a Delaware corporation ("Clean Energy"); and McSheahan Enterprises Ltd., a British Columbia corporation ("McSheahan"), with reference to the following facts:

Clean Energy Combustion Systems Inc – LETTER OF INTENT FOR EXCLUSIVE MARKETING LICENSE (December 20th, 2001)
Clean Energy Combustion Systems Inc – Letter of Intent Between CLEAN ENERGY & JIE LI (April 13th, 2001)

As outlined in our previous letter of intent dated for reference May 31, 2000, Clean Energy and Jie Li International Environmental Technologies Group Ltd. ("Jie Li") have agreed to undertake a marketing program for Clean Energy's high-frequency pulse blade coal-burning combustion units ("burners") in the People's Republic of China ("PRC" or "China") under a licensing agreement. In order to obtain that license, Jie Li has provided Clean Energy with assurances that they have sufficient contacts in the Asia Pacific region that will provide numerous potential channels through which Clean Energy products and/or technology may be distributed.

Clean Energy Combustion Systems Inc – PROMISSORY NOTE (February 25th, 2000)

Exhibit 10.8 PROMISSORY NOTE Cdn. $50,000 August 10, 1999 Burnaby, British Columbia, Canada FOR VALUE RECEIVED, the receipt and sufficiency of which is hereby acknowledged, Clean Energy Combustion Systems, Inc. and Clean Energy Technologies (Canada) Inc. (collectively, the "Maker"), hereby jointly and severally promise to pay to R. Dirk Stinson, or order (the "Holder"), at such address as the Holder may from time-to-time designate by written notice to the Maker, the principal sum hereinbelow described (the "Principal Amount"), together with interest thereon, in the manner and at the times herebelow provided and subject to the terms and conditions herebelow described. 1. PRINCIPAL AMOUNT The Principal Amount means the sum of fifty thousand Canadian dollars (Cdn. $50,000), which has been advanced by the

Clean Energy Combustion Systems Inc – EMPLOYMENT AGREEMENT (September 30th, 1999)

EXHIBIT 10.7 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement"), dated this 5/th/ day of March, 1999, is entered into by and between CLEAN ENERGY TECHNOLOGIES, INC., a Delaware corporation (the "Company") and JAMES V. DEFINA (the "Executive"), with reference to the following facts: RECITALS: -------- WHEREAS: A. The Company desires to employ the Executive as its Projects Director in order to enable the Company to avail itself of the skill, knowledge and experience of the Executive and to assure the successful management of the Company, and the Executive desires to become employed in such executive officers position or positions; B. The Company and the Executive desire to enter into a written employment agreement formally documenting their relationship and setting forth th

Clean Energy Combustion Systems Inc – EMPLOYMENT AGREEMENT (September 30th, 1999)

EXHIBIT 10.6 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement"), dated this 5/th/ day of March, 1999, is entered into by and between CLEAN ENERGY TECHNOLOGIES, INC., a Delaware corporation (the "Company") and BARRY A. SHEAHAN (the "Executive"), with reference to the following facts: RECITALS: -------- WHEREAS: A. The Company desires to employ the Executive as its Chief Financial Officer in order to enable the Company to avail itself of the skill, knowledge and experience of the Executive and to assure the successful management of the Company, and the Executive desires to become employed in such executive officers position or positions; B. The Company and the Executive desire to enter into a written employment agreement formally documenting their relationship and setting

Clean Energy Combustion Systems Inc – LICENSE AGREEMENT (September 30th, 1999)

EXHIBIT 10.2 LICENSE AGREEMENT THIS AGREEMENT dated for reference March 5, 1999. BETWEEN: JOHN D. CHATO, of 1412-1450 Chestnut Street Vancouver, BC V6K 3K3 ("Chato") OF THE FIRST PART AND: CLEAN ENERGY TECHNOLOGY INC., a Delaware, U.S.A. corporation having its head office at 7087 MacPherson Avenue, Burnaby, B.C., V5J 4N4, Canada ("CETI") OF THE SECOND PART WHEREAS: A. John D. Chato ("Chato") is the inventor of, and has the exclusive right to exploit a novel mantle technology for low emission liquid carbon based fuel heating for which the letters patent detailed in Schedule "A" attached hereto have been issued or applied for (the "Mantle Technology");

Clean Energy Combustion Systems Inc – FOUNDING STOCKHOLDERS AGREEMENT (September 30th, 1999)

EXHIBIT 4.4 FOUNDING STOCKHOLDERS AGREEMENT This Founding Stockholders Agreement (the "Agreement"), dated as of March 1, 1999, is entered into by and between Clean Energy Technologies, Inc., a Delaware corporation (the "Company"), BO Tech Burner Systems Ltd., a British Columbia corporation ("BO Tech"), John D. Chato, an individual ("Chato"), John P. Thuot, an individual ("Thuot"), James V. DeFina, an individual ("DeFina"), Barry A. Sheahan, an individual ("Sheahan"), Robert Alexander, an individual ("Alexander"), 818879 Alberta, Ltd., an Alberta corporation ("818879 Alberta"), and Ravenscraig Properties Limited ("Ravenscraig"), with reference to the following facts: RECITALS: -------- WHEREAS: A. BO Tech, Chato, Thuot, DeFina, Sheahan, Alexander and Ravenscraig (collectively, the "Common Stockholders") have coll

Clean Energy Combustion Systems Inc – 1999 Clean Energy Technologies, Inc. Stock Plan (September 30th, 1999)

EXHIBIT 4.5 1999 Clean Energy Technologies, Inc. Stock Plan The Board of Directors of Clean Energy Technologies, Inc. (the "Company"), a corporation organized under the laws of the State of Delaware, hereby adopts this 1999 Clean Energy Technologies, Inc. Stock Plan as of the 5th day of March, 1999. Recitals -------- WHEREAS: The growth, development and financial success of the Company (and any parents and/or any subsidiaries of the Company) is and will remain dependent, in significant part, upon the judgment, initiative, efforts and/or services their respective employees, officers, directors, consultants and advisors; WHEREAS: The Company desires, in order to attract, compensate and motivate selected employees, officers, directors, consultants and/or advisors for the Company (and any parent and/or any subsidiaries of the Com

Clean Energy Combustion Systems Inc – 1999 CLEAN ENERGY TECHNOLOGIES, INC. STOCK PLAN (September 30th, 1999)

EXHIBIT 4.6 ================================================================================ STOCK OPTION CERTIFICATE 1999 CLEAN ENERGY TECHNOLOGIES, INC. STOCK PLAN ----------------------------------------------- [To be prepared by the Company and signed by the Recipient] ====================================================================================================================== Name of Recipient......................... __________________________________ Capacity of Recipient..................... [X] Employee [X] Executive Officer [_] Director [_] Consultant Legal Address/Domicile of Recipient....... ____________________________________________________ Citizen

Clean Energy Combustion Systems Inc – AGREEMENT (September 30th, 1999)

EXHIBIT 4.8 INVESTOR RELATIONS & STOCK MARKETING ADVISORY SERVICES ------------------------------------------------------ AGREEMENT --------- 1 April, 1999 BETWEEN: CLEAN ENERGY TECHNOLOGIES (Canada) INC. OF THE FIRST PART hereafter referred to as "the Company" AND: ABCE ENTERPRISES. INC. OF THE SECOND PART hereafter referred to as "the Consultant" WHEREAS: The Company requires investor relations and stock market advisory services and desires to retain the Consultant to provide such services, under terms and conditions acceptable to the Company; and the Consultant is agreeable to such engagement; WHEREAS: The parties desire a written document formalizing and defining their relationship and evidencing the terms of

Clean Energy Combustion Systems Inc – LICENSE AGREEMENT (September 30th, 1999)

EXHIBIT 10.1 LICENSE AGREEMENT THIS AGREEMENT dated for reference March 5, 1999. BETWEEN: 818879 ALBERTA LTD., an Alberta, Canada, corporation having its head office at 4500 Bankers Hall West, 855 Second Street, S.W., Calgary, AB, T2P 4K6, Canada ("818879") OF THE FIRST PART AND: CLEAN ENERGY TECHNOLOGY INC., a Delaware, U.S.A. corporation having its head office at 7087 MacPherson Avenue, Burnaby, B.C., V5J 4N4, Canada ("CETI") OF THE SECOND PART WHEREAS: A. 818879 owns the exclusive right to exploit a novel blade combustion geometry which utilizes pulse blade combustion for which the letters patent detailed in Schedule "A" attached hereto have been is

Clean Energy Combustion Systems Inc – EMPLOYMENT AGREEMENT (September 30th, 1999)

EXHIBIT 10.5 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement"), dated this 5th day of March, 1999, is entered into by and between CLEAN ENERGY TECHNOLOGIES, INC., a Delaware corporation (the "Company") and JOHN P. THUOT (the "Executive"), with reference to the following facts: RECITALS: -------- WHEREAS: A. The Company desires to employ the Executive as its President in order to enable the Company to avail itself of the skill, knowledge and experience of the Executive and to assure the successful management of the Company, and the Executive desires to become employed in such executive officers position or positions; B. The Company and the Executive desire to enter into a written employment agreement formally documenting their relationship and setting forth the duti

Clean Energy Combustion Systems Inc – SERIES B PREFERRED STOCK PURCHASE AGREEMENT (September 30th, 1999)

EXHIBIT 4.7 CLEAN ENERGY TECHNOLOGIES, INC. SERIES B PREFERRED STOCK PURCHASE AGREEMENT This Clean Energy Technologies, Inc. Series B Preferred Stock Purchase Agreement (the "Agreement") is entered into by and among Clean Energy Technologies, Inc., a Delaware corporation (the "Company"), whose principal executive office is located at 7087 MacPherson Avenue, Burnaby, British Columbia V5J 4N4, and those persons (collectively, the "Purchasers") listed on that Schedule of Purchasers attached hereto as Exhibit "A" to this Agreement, as such ---------- Schedule may be supplemented from time to time (the "Schedule of Purchasers"), with reference to the following facts: RECITALS: -------- WHEREAS, the Company has offered (the "Offering") to sell shares of i

Clean Energy Combustion Systems Inc – EMPLOYMENT AGREEMENT (September 30th, 1999)

EXHIBIT 10.4 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement"), dated this 5th day of March, 1999, is entered into by and between CLEAN ENERGY TECHNOLOGIES, INC., a Delaware corporation (the "Company") and JOHN D. CHATO (the "Executive"), with reference to the following facts: RECITALS: -------- WHEREAS: A. The Company desires to employ the Executive as its Head of Research and Development in order to enable the Company to avail itself of the skill, knowledge and experience of the Executive and to assure the successful management of the Company, and the Executive desires to become employed in such executive officers position or positions; B. The Company and the Executive desire to enter into a written employment agreement formally documenting their relationship and sett