Emission Reduction Purchase Agreement

Emission Reduction Purchase Agreement (Erpa)

Emission Reduction Purchase Agreement                                                                                                     Page 1 of 11

Exhibit 10.10

EMISSION REDUCTION PURCHASE AGREEMENT
(ERPA)

between

(the "Purchaser")

ECOLOCAP SOLUTIONS (CANADA) INC (ECOLOCAP).

740 St Maurice suite 102 Montreal, QC H3C1L5 Canada Tel : 5148763907 Fax: 5148764080 Email: [email protected]

President - CEO: Dr. Tri Vu Truong

and

(the " BAN NHUNG Hydro Power – CDM Project Proponent”)., henceforth
“VIETNAM PROJECT PROPONENT”

Owner: TUAN ANH HYDRAULIC DEVELOPMENT AND CONSTRUCTION INVESTMENT CORPORATION,
VIET NAM (TUAN ANH HDC., CORP)

Address: No. 3A-430 Alley, Bach Dang St, Chuong Duong Ward, Hoan Kiem Dist, Ha noi, Viet nam
Telephone: (084) 4 9842588.
Fax : (084) 4 9842588
Mobile: 0912698988 Email:

General Director: Do Anh Tuan

Interpretation and Definitions

In this Agreement, unless otherwise required by the context, all capitalized terms shall have the meaning set forth in the definitions below.

 

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Additional   Means any Certified Emission Reduction (CER) generated by the Project 
Emission   that is in excess of [50,000] Certified Emission Reductions (CERs) per 
Reduction:   annum.
 
Agreement:   Means this Emission Reduction Purchase Agreement. 
 
Annex B Countries:   Means the countries listed in Annex B to the Kyoto Protocol having 
   committed themselves to reduce or limit their GHG emissions. 
 
Annex I Countries:   Means the parties to the UNFCCC listed in Annex I thereto (Annex I 
   consists of industrial countries and countries in transition). 
 
Anticipated   Means up to [50,000] Certified Emission Reductions (CERs) per annum 
Emission   during the Crediting Period, anticipated to be generated by the Project 
Reduction:   and calculated in accordance with the Kyoto Rules. 
 
Baseline:   Means the scenario that reasonably represents the anthropogenic 
   emissions of GHG that would occur in the Host Country in the absence of 
   the Project, determined in accordance with the Kyoto Rules. 
 
Business Day:   Means a day on which banks are open for general business in Vietnam. 
 
Carbon Dioxide   Means a metric measure used to compare the emissions of various GHG 
Equivalent:   based upon their global warming potential.
 
Certification:   Means the written confirmation by an Operational Entity of an Emission 
   Reduction resulting from a CDM project and having passed the 
Verification procedure according to the Kyoto Rules.
    
Certified Emission   Means a unit of Emission Reduction issued pursuant to Article 12 of the 
Reduction (CER):   Kyoto Protocol and the requirements of the Kyoto Rules (including 
   Certification), equal to one metric ton of Carbon Dioxide Equivalent 
   resulting from a CDM project.
 
Clean Development   Means the flexible mechanism established by Article 12 of the Kyoto 
Mechanism (CDM) :   Protocol providing for Annex I Countries to implement projects that reduce 
   emissions in non-Annex I Countries in return for CERs and assist the non- 
   Annex I Countries in achieving sustainable development and contributing 
   to the ultimate objective of the UNFCCC.
 
Crediting Period:   Means, until December 31, 2026.
 
Emission  Means reduction in emission of GHG achieved, calculated in accordance 
Reduction:  with the Kyoto Rules.
 
Executive Board:  Means the international authority elected by the representatives of the 
  parties to the Kyoto Protocol responsible for monitoring the CDM process. 
 
First Commitment  Means 10th June 2008 until December 31, 2012 . 
Period: 
 
Force Majeure:  Means any circumstance or condition beyond the control of either party to 
  this Agreement affecting the performance of its obligations under this 
  Agreement including in particular wars, insurrection, natural disaster or 
  equivalent circumstances.
 
Greenhouse Gases  Means the six gases listed in Annex A to the Kyoto Protocol. 
(GHG): 
 
Host Country:  Vietnam

 

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Kyoto Protocol:  Means the protocol to the UNFCCC adopted at the third conference of the 
  parties to the UNFCCC in Kyoto, Japan, on December 11, 1997. 
 
Kyoto Rules:  Means the UNFCCC, Kyoto Protocol, the Bonn agreement, the Marrakesh 
  Accords, any relevant decisions, guidelines, modalities and procedures 
  made pursuant to them and/or any succeeding international agreements as 
  amended and/or supplemented from time to time and which include those 
  rules specifically required to be met for the issuing and transfer of CERs. 
 
Letter of Approval  Means a binding approval of the Project by the Host Country together with 
(LOA):  an approval of the transfer of CERs. 
 
Monitoring Report:  Means an annual report to be provided by Owner setting out the total 
  number of Emission Reductions generated by the Project during the 
  previous year according to the Kyoto Rules, international Monitoring rules 
  and the PDD. 
 
Monitoring:  Means the collection and record of data allowing the assessment of 
  reductions in GHG emissions resulting from the Project conducted in 
  accordance with the Kyoto Rules. 
 
Operational Entity:  Means an independent entity accredited by the Executive Board being the 
  executive body for CDM and inter alias responsible for determining 
  whether a project and the resulting Emission Reductions meet the 
  requirements of Article 12 of the Kyoto Protocol. 
 
Project Design  Means a detailed description of the Project to be submitted for Validation 
Document (PDD):  prepared in accordance with the Kyoto Rules, the UFG and the Directive 
  and attached as Annex III. The Purchaser will be responsible for providing 
  PDD development for Registration of the Project. 
 
Project:  Means the proposed CDM project described in the PDD and other 
  documents describing the implementation and economics of the Project 
  attached in Annex IV. 
 
Registration:  Means the official registration of a CDM project by the Executive Board 
  according to the Kyoto Rules. 
 
UNFCCC:  Means the United Nations Framework Convention on Climate Change 
  adopted in New York on May 9, 1992. 
 
Unit Price:  Means the price payable by Purchaser to Project Proponent per Certified 
  Emission Reduction (CER) unit: 
 
  The purchase unit price paid by EcoloCap Solutions Canada Inc. to Viet 
  Nam Project Proponent for the CER is fixed at (12)$US/CER, less 
  applicable tax and sale commission, for the year 2008 to 2012 and a new 
  agreement for purchase unit price will be negotiated for the two periods of 
  extension. 
 
  The amount paid to the Viet Nam Project Proponent for the total certified 
  CER generated from this project is fixed at (85)% of the total value of CER 
  at this above mentioned purchase price ($(12)US), less commission, 
  applicable tax and the one time reimbursement of an amount of 
  $(75,000)USD to Ecolocap Solutions inc for funding the CDM process. 
 
  TERM: 
 
  Ecolocap Solutions inc will purchase certified CER generated by this 
  project for the year 2008 to 2012 with options of extension for two other 
  periods of 7 years, the period 2013-2026, under same terms and 
  conditions. 

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Validation:  Means the assessment of the PDD, including the Baseline, by an 
Operational Entity, determining its compliance with the Kyoto Rules. 
 
Verification:  Means the periodic independent review and ex post determination of the 
monitored reductions in GHG emissions that the Project has achieved 
during a specified period of time by an Operational Entity in accordance 
with the Kyoto Rules. The project's owner will be Responsible for providing 
periodical monitoring.
 
Unless otherwise specified, references to clauses are to clauses of this Agreement, references to 
legal provisions are references to such provisions as in effect from time to time, use of a gender 
includes any gender and use of the plural includes the singular and vice versa where the context 
requires.
 
All headings and titles are inserted for convenience only and shall not be deemed part of this 
Agreement or taken into consideration in its interpretation. 
 
 
1. Preamble
 
  The Project is located on the territory of the Host Country.
 
 
2. Contractual Obligations
 
2.1. Anticipated Emission Reductions
 
2.1.1. Upon Registration of the Project, Purchaser shall endeavor to implement the Project in 
  accordance with the PDD and other documents describing the implementation and 
  economics of the project attached in Annex IV at its own risk and expense. It is hereby 
  acknowledged and agreed between the parties hereto that Purchaser does not warrant 
  the generation of, and is not obliged to generate, any CERs, whether by the Project or 
  otherwise.
 
2.1.2. If the Project generates CERs, during the crediting period Project Proponent shall, to 
  the extent it is legally possible and permissible, exclusively transfer or cause to be 
  transferred to Purchaser all rights (and, to the extent legally possible and permissible, 
  legal title) which Project Proponent may have in the Anticipated Emission Reductions 
  generated during the Crediting Period to Purchaser.
 
2.1.3. Purchaser shall pay to Project Proponent the Unit Price for each Anticipated Emission 
  Reduction generated by the Project and in which the Project Proponent's rights are 
  transferred to Purchaser in accordance with clause 3 below.
 
2.2. Additional Emission Reductions
 
2.2.1. If Additional Emission Reductions are generated by the Project during the Crediting 
  Period, Project Proponent shall offer any Additional Emission Reductions to Purchaser 
  subject to the terms and conditions of this Agreement and at a price per Additional 
  Emission Reduction equal to the Unit Price. If Purchaser does not wishes to exercise 
  the purchase option then Project Proponent may deal with the Additional Emission 
  Reductions as it wishes.
 
2.2.2. Additional Emission Reductions offer by the Purchaser shall be made as soon as 

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  possible after such Additional Emission Reductions have been generated, but no later 
  than December 31 of the year subsequent to the calendar year in which such 
  Additional Emission Reductions have been generated. 
 
2.2.3. Purchaser shall be entitled to accept such offer as a whole or in part and shall notify to 
  Project Proponent within one month after receipt of such offer, whether and to what 
  extent it accepts the offer. If Purchaser does not respond within this deadline the offer 
  shall be deemed to be rejected by Purchaser. 
 
2.2.4. To the extent Purchaser accepts the offer, Project Proponent shall, to the extent it is 
  legally possible and permissible, transfer or cause to be transferred to Purchaser all 
  rights (and, to the extent legally possible and permissible, legal title) which Project 
  Proponent may have in those Additional Emission Reductions in respect of which 
  Purchaser has accepted such offer, within two months after acceptance of such offer 
  by Purchaser. 
 
2.2.5. To the extent Purchaser rejects such offer of Additional Emission Reductions or such 
  offer is deemed rejected by Purchaser, Project Proponent shall be free to enter into 
  contracts with other parties for the sale of such Additional Emission Reductions or to 
  otherwise deal with such Additional Emission Reductions as Project Proponent wishes. 
 
2.2.6. Purchaser shall pay to Project Proponent a price equal to the Unit Price for each 
  Additional Emission Reduction in respect of which Purchaser has accepted such offer. 
 
2.3. Emission Reductions generated after the Crediting Period 
 
  If the Project generates any Certified Emission Reductions after the Crediting Period, 
  Purchaser shall enter into negotiations with Project Proponent with a view to 
  concluding an agreement on the purchase of such Certified Emission Reductions 
  based on the principles of this Agreement but amended in order to reflect the 
  international and/or national rules then applicable. 
 
 
 
3. Transfer 
 
  Transfer to Purchaser of all the rights (and, to the extent legally possible and 
  permissible, legal title) which Project Proponent may have in a Certified Emission 
  Reduction shall have occurred upon the transfer of a CER from the register of the 
  Executive Board to a register in favor of Purchaser or such other account or register 
  Purchaser has notified to Project Proponent in writing. 
 
 
 
4. Payment 
 
4.1. Payment for Certified Emission Reductions 
 
4.1.1. Payment by Purchaser to Project Proponent for the Certified Emission Reductions (the 
  rights in which are transferred pursuant to clause 3) shall be made on the last Business 
  Day of the month in which a 40 Business Day period, starting at the day on which 
  Purchaser has received satisfactory evidence of the transfer as provided for in Clause 
  3, has elapsed. 
 
4.1.2. All payments shall be made to the accounts from time to time be notified to the other 

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  party in writing. 
 
4.1.3. All payments shall be made in US Dollars. 
 
4.1.4. Subject to clause 4.1.5 below, all taxes, fees, costs or other expenses in connection 
  with the generation of CERs by the Project and their Registration and transfer 
  (including VAT in any jurisdiction Purchaser duly notifies Project Proponent to transfer 
  CERs as in Clause 3, if applicable) shall be borne by Project Proponent and purchaser. 
 
4.1.5. The share of the proceeds from CERs generated by the Project to be used to cover 
  administrative expenses according to the Kyoto Rules shall be borne by Project 
  Proponent and Purchaser in equal shares. 
 
  The share of the proceeds from CERs generated by the Project to be used to assist 
  developing countries that are particularly vulnerable to the adverse effects of climate 
  change to meet the costs of adaptation according to the Kyoto Rules shall be borne by 
  Project Proponent and Purchaser in equal shares. 
 
 
5. Termination and Remedies 
 
5.1. Either party (the "Non-defaulting Party") shall be entitled to terminate this Agreement 
  by written notice to the other party with immediate effect if any of the following events 
  occurs: 
 
5.1.1. The other party commits a breach of any of its obligations under this Agreement and, in 
  the case of a breach capable of being remedied, such breach remains for more than 30 
  Business Days after it has been requested in writing by the Non-defaulting Party to 
  remedy the breach; or 
 
5.1.2. The other party goes into liquidation (whether voluntary or otherwise), is unable to pay 
  its debts as they fall due, is wound up, makes any compromise, composition or other 
  arrangement with its creditors generally, or becomes subject to any administration 
  order. 
 
5.2. Force Majeure 
 
  Should either party be impeded wholly or in part from fulfilling any of its obligations 
  under the Agreement for reasons of Force Majeure, such obligation shall be suspended 
  to the extent and for as long as such obligation is affected by Force Majeure and the 
  impeded party shall be entitled to such extension of time as may be reasonably 
  necessary. 
 
  Either party shall notify the other party of the existence and date of beginning of an 
  event of Force Majeure that is likely to impede its performance under the Agreement 
  within 5 Business Days after having obtained knowledge of any such event. Either 
  party shall likewise advise the other of the date when such event ended and shall also 
  specify the re-determined time by which the performance of its obligations hereunder is 
  to be completed. 
 
  Project Proponent and Purchaser shall consult with each other with a view of 
  determining any further appropriate action if a condition of Force Majeure is to continue 
  after 20 Business Days from the date of giving notice thereof. 
 
  Neither party shall be liable for damages or have the right to terminate this Agreement 

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  for any delay in performing hereunder if such delay is caused by Force Majeure; 
  provided, however, that the non-impeded party shall be entitled to terminate such part 
  of the Agreement that remains unfulfilled, if the condition of Force Majeure is to 
  continue after 6 months from the date of giving notice thereof. 
 
 
6. Change in Circumstances 
 
  If any change in circumstances (i.e. a change of scientific basics or applicable 
  standards relating to the Baseline methodology and/or the applicable criteria for 
  Verification and Certification of the resulting Emission Reductions) occurs which 
  substantially affects the Project, the parties to this Agreement shall enter into 
  negotiations with a view to adapt the Project and its implementation or any relevant 
  provision of this Agreement, as may be necessary or useful. A change in 
  circumstances shall in no event be considered substantially affecting the Project if at 
  least 50% of the Anticipated Emission Reductions can be generated. 
 
  The parties to this Agreement shall cooperate and make their best efforts to enable the 
  continuation of the Project in accordance with the new circumstances and to achieve 
  the generation and transfer of the Anticipated Emission Reductions. 
 
  If any of the documents related to the Project and submitted at any time during the term 
  of this Agreement fails to be approved by such authority whose approval is required 
  under the Kyoto Rules or otherwise appears to be non-compliant with any relevant 
  standards or conditions of the Kyoto Rules, Project Proponent and Purchaser shall 
  discuss whether or not the relevant documents are to be revised and resubmitted. 
 
 
7. Conditions Precedent 
 
  This Agreement shall enter into force upon satisfaction of the following conditions 
  precedent: 
 
  1. Conclusion of a binding agreement with the Host Country. 
 
 
 
8. Miscellaneous 
 
8.1. Assignment and subcontracting 
  Neither party shall, without the written consent of the other party, assign or transfer the 
  Agreement or the benefits or obligations thereof or any part thereof to any other 
  person. 
 
8.2. Confidentiality and Disclosure 
  The parties shall treat as confidential all information obtained as a result of entering 
  into or performing this Agreement which relates to the provisions of this Agreement, the 
  negotiations relating to this Agreement and the subject matter of this Agreement. 
 
  No party shall disclose any such confidential information to any third party, except in 
  those circumstances where disclosure is required in order to comply with any laws or 
  regulations, including without limitations the Kyoto Rules. 
 
8.3. Notices 

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  Any communications to be made under or in connection with this Agreement shall be 
  made in writing (including by facsimile) to the address or facsimile number, from time to 
  time designated by the party to whom the communication is to be made to the other 
  party for that purpose. The address and facsimile number so designated are set out in 
  Annex [I] hereto. A 
 
  Communication will only be effected, if sent by mail, when delivered to or rejected by 
  the recipient, if sent by facsimile, when a transmission report shows that the facsimile 
  has been sent.
 
8.4. Entire Agreement
 
  This Agreement embodies the whole and only agreement of the parties with respect to 
  the subject matter hereof, and no prior or contemporaneous oral or written agreement 
  or understanding shall be deemed to constitute a part of this Agreement, unless 
  expressly referred to herein, or attached hereto, or specifically incorporated by 
  reference herein. The Annexes and schedules to this Agreement constitute integral 
parts of this Agreement and shall therefore be deemed part of this Agreement.
 
 
8.5. Amendments
 
  This Agreement may only be amended with the written consent of the parties hereto. 
 
8.6. Costs and Expenses
 
  Each party shall bear its own costs and expenses in relation to the negotiation, 
  preparation, execution and carrying into effect of this Agreement.
 
8.7. Severability
 
  If any part or provision of the Agreement is or becomes illegal, void or unenforceable in 
  any respect, the remaining parts or provisions shall not be affected or impaired. Any 
  deficiency in the Agreement resulting there from shall be amended by way of 
  interpretation of the Agreement having due regard to the parties intent.
 
8.8. Governing law
 
  This Agreement shall be governed and construed in accordance with English law 
  excluding its rules on conflicts of laws.
 
8.9. Jurisdiction
 
  The parties irrevocably submit to the exclusive jurisdiction of the courts having 
  jurisdiction in commercial matters for England with regard to all disputes arising out of 
  or in connection with this Agreement, its violation, termination or nullity.
 
8.10. Counterparts
 
  This Agreement shall be executed in two counterparts with one copy for Project 
  Proponent and one for Purchaser. If there are any discrepancies between the English 
  and the Vietnamese version, the English version will prevail.

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PARTIES TO THE AGREEMENT

WHEREOF the parties have agreed to the terms and conditions of this agreement as outlined above, this 10th day of June 2008, in the presence of:

Purchaser:
  
  
  
  
                                                         DR. TRI VU TRUONG 
President - CEO : Dr. Tri Vu Truong
                                                        
Project Proponent:
  
  
  
  
                                                        DO ANH TUAN  
General Director: Do Anh Tuan
                                                          
   
   
Witness No 1  Witness No 2 
   
   
   
BUI THI LAN HUONG  LE VAN TAN 
MSc. Bui Thi Lan Huong  Le Van Tan-Engineer 
Biology Energy-Waste Treatment  Viet nam 
(Viet nam) Ltd.   

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ANNEX I:

1. The salient features of Ban Nhung Hydro Power Project at Tran Ninh Commune, Van Lang District in Lang son Province, Vietnam.

No  Parameters  Symbols  Units Value 
1  Catchment area  F  km2 2450 
2  Long-term average annual rainfall  Xo  mm 1350 
3  Average flow  Q0  m3 /s  45,87 
4  Total amount of average annual flow  W0  106 m3  1446,6 
5  Specific runoff  M0  l/s.km2 18,72 
6  Normal water level  MNDBT  m 191,5 
7  Dead water level  MNC  m 190,5 
8  Surface area with normal water level  F  Km2 2,04 
9  Designed head  Htt  m 17,0 
10  Designed discharge  QTK  m3 /s  77,0 
11  Installation capacity  Nlm  MW 11,0 
12  Firm capacity P=85%  Ndb  MW 0,81 
13  Number of unit  z    2 
14  Estimated Annual Electricity Generation  Eo  106 kWh  42,40 
15  Estimated Annual Operation Hours  hsd  h 3855 
16 Annual estimation of the emission
reduction, tCO2 eq 
CERs tCO2 eq 24592
17  Resettlement     person 20 
18 Compensation (land, tree, farm, property, etc...)    106USD    0,437
19  It is run off river hydropower plant        Yes 
20 New hydropower project with reservoirs
having power densities (installed capacity
devided by the surface area at full reservoir
level) greater than 4 W/m2 . 
     

2. Project time schedule.

- Year of 2008: Main work as construction of left side dam will be started in Octorber,
- - Year of 2009: construction of
right side dam
- Year of 2010: Operation of Unit No 1 and No II.

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ANNEX 2:

     Work flow of CDM Activity


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