EXHIBIT 10.1
Shenzhen Branch of Yankuang Group, Co., Ltd
Agreement of Intent for Biosphere System Project
THIS AGREEMENT is made and entered into as of 21 day_ of 2005 by and
between Biosphere Development Corp, the subsidiary of Global Environmental Corp,
(hereinafter referred to as Part A), Shenzhen Xxxxx Group Co. Ltd (hereinafter
referred to as Part B), and Shenzhen Branch of Yankuang Group Co Ltd
(hereinafter referred to as Part C)
RECITALS;
1. Biosphere Development Corp., the subsidiary of Global Environmental Energy
Corp (Part A) owns and patents The Biosphere Process System(TM) (System), a
revolutionary micro power generation system which recovers, recycles and reuses
natural resources by efficiently diverting 100 percent of municipal solid waste
(MSW) away from landfill and standard methods of gasifying, The system can be
powered with all manner of traditional fossil fuels(oil, gas & coal) or with a
wide range at waste materials, agricultural, industrial, medical and municipal
solid waste streams.
2. With the high-speed developing of China's economy, municipal solid (MSW) in
China increased dramatically in the decade. China's central government has
regarded MSW processing, MSW recycling and reusing, and environmental emission
control as the most important issue of the whole country. In MSW processing
area, China marketing is a new and huge with very big business opportunity in
the future 5 years. Based upon the information which Global Environmental Energy
Corporation provides, Shenzhen Xxxxx Group (Part B) and Shenzhen Branch of
Yankuang Group Co, Ltd (Part C) have researched on marketing status of China MSW
gasification industry., and results that developing The Biosphere Process
System(TM) in China will bring both social and economic benefits for each part
through Part B arid Part C's the investment channel and marketing distribution
network.
NOW THEREFOR, by abundant communication among three parts, Part A, Part n
and Part C would like to formally identify the following cooperation intention
of The Biosphere Process System(TM) project:
1. The Part B and the Part C, would like to establish joint venture Company with
exclusive dealership of Part A. in China.
2. The Part B and the Part C, would like to register two new companies to
operate joint venture Biosphere projects in China. One of these new joint
venture companies will be an operating company, responsible for plant
management, marketing and development. The second new joint venture company will
be an investment company, responsible for financing investment and the
development of relationship with the government of China.
3. The Part B and the Part C sincerely desire to develop the implementation of
The Biosphere Systems project in China, and to reach the fallowing marketing
goals together:
a. On or before August 2005; the Part B and the Part C will select I -3
Cities in which to establish Biosphere Systems using MSW as the
primary feedstock, on or before Aug 2005, we propose that we focus on
cities of Shenzhen, Yantai and Guilin
b. On for or before February 2006; the Part B and the Part (will build
and deploy 20-30 Biosphere Systems using tires, waste oiled water,
waste water, coal and bio-mass as feedstock in China's main capital
cities.
c. Between 2005 and 2008: the Part B and the Part C will deploy 300
systems in China's middle cities.
d. Between 2008 and 2010: the Part B and the Part C will 1 ,000 systems
in China's small cities and towns.
4. Part A, Part B and Part C would like to sign confidential contract in the
further step, and start to discuss China marketing strategies, marketing
research, business plan, China's MSW processing solution and technical analysis
together under the restraint of confidential contact.
5. In order to start The Biosphere Process System(TM) project quickly, Part A,
Part B and Part C would like to formally identify the following work schedule
and time table;
a. On or before February 2005 1 each part will communicate deeply on The
Biosphere Process System(TM) workflow chart, technical data, system
features, and will work out China marketing solution, business plan
and marketing protection plan (referred to related exclusive
authority) combining with the current status of China's MSW.
b. On or before March 2005: Part B and Part C wish to get on-site visit
permission of The Biosphere Process System(TM) factory which operates
currently from Part A. Each part will negotiate the detailed items
about exclusive authority contract in person after visit. The
Biosphere Process System(TM) factory. At the same time, the Part B and
Part C will register the new joint venture company in China. c. On or
before April 2005: Part A and the new joint, venture company will sign
final exclusive authority contract and related work Schedule, and
launch The Biosphere Process System project in China formally.
IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to
be executed by their duly authorized representatives as of the day and the year
first set forth above.
For and on behalf of Biosphere Development Corp.
/s/ Dr. C. A, XxXxxxxxx President
Dr. C. A, XxXxxxxxx President
Chief Executive Officer
Biosphere Development Corp. Date: January 21, 2005
For and on behalf of Shenzhen Branch of Yankuang Group Co Ltd
/s/ Xx. Xxxxxxxx Xxxx
Xx. Xxxxxxxx Xxxx
Shenzhen Branch 0f Yankuang Group Co Ltd. Date: January 21, 2005
For and on behalf of Shenzhen Xxxxx Group Co Ltd
/s/ Xx. Xxxxx Xxxxxx
Xx. Xxxxx Xxxxxx Chairman of the Board
Shenzhen Xxxxx Group Co Ltd. Date: January 21, 2005
