Pass Christian, MS USA, 39571 July 5, 2005

Xxxxxx Xxxx

000 Xxxx Xxxxx Xxxx.

Pass Christian, MS

USA, 39571

July 5, 2005

Encore Clean Energy, Inc.

Suite 610, 000 Xxxxx Xxxxxx

Vancouver, BC, Canada V6B 5C6

Attention: Xxx Xxxxxx: Re: Xxxx License Agreement with Encore Clean Energy, Inc.

Dear Xxx,

Further to our recent discussions concerning clarification of the existing license agreement between Encore Clean Energy, Inc. and myself, I am writing to confirm the following:

	1.	The $110,000 convertible note being issued by Encore to me, brings current to June 30, 2005 and pays out in full up to that date the licensing agreement of $20,000 a month less $10,000 received by me, in advanced royalties up to and including June 30, 2005.
	2.	Moving forward, beginning July 1, 2005, the license agreement remains in effect from July 2005 to May 31, 2006. After May 31, 2006, the monthly advanced royalties increase to $30,000 per month. As an additional consideration to Xxxxxx X. Xxxx for executing this agreement that extends the terms as contained herein in regard to bringing the existing license agreement current and as a means to allow Encore to pay Xxxx in shares in lieu of cash payment in the event of insufficient working capital, the parties agree that either Xxxxxx X. Xxxx or Encore shall have the right and option to convert the monthly sum of $20,000 payable to Xxxxxx Xxxx into Encore shares at the rate of ten cents per share through May 31, 2006.
	3.	Please convert $40,000 of this note into 400,000 common shares of Encore registered as follows: The Xxxxx Foundation, 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxxxxx 00000-0000, XXX. Attention: Xxxxxx X. Xxxxx Xx.
	4.	Please convert $25,000 of this note into 250,000 common shares of Encore registered as follows: Xxxxxx X. Xxxxxxxxx XXX, 000 Xxxxxxx Xxxx Xxxx, Xxxx, XX 00000. Bob’s Social Security Number is XXX-XX-XXXX.
	5.	Please convert $1,000 of this note into 10,000 common shares of Encore registered as follows: Xxxxx XxXxxxxx Xxxxxxxxx, 0000 Xxx Xxxxxxxxx Xxxx, Xxxx, XX 00000. Nancy’s Social Security Number is XXX-XX-XXXX.

Please have this certificate sent directly from the transfer agent to The Xxxxx Foundation. This letter can be used as an addendum to the agreement to clarify the current understanding between Encore and myself.

Sincerely,

/s/ Xxxxxx X. Xxxx

Xxxxxx X. Xxxx

Agreed:

Encore Clean Energy, Inc.

/s/ Xxx Xxxxxx

Xxx Xxxxxx - CEO