PAYOFF AGREEMENT

PAYOFF AGREEMENT

This PAYOFF AGREEMENT (the “Agreement”), dated as of February 13, 2017 (the

“Execution Date”), by and between Clean Energy Technologies a Nevada corporation, with

headquarters  located  at  0000  Xxxxxxx  Xxxxxx,  Xxxxx  Xxxx,  XX  (the  “Company”),  and  JSJ

INVESTMENTS, INC., a Texas corporation, with its address at 00000 Xxxxx Xxxxxxx

Xxxxxxxxxx, Xxxxx 000, Xxxxxx, XX 00000 (the “Holder”).

WHEREAS:

A.

The Company issued a convertible promissory note in the principal amount of

$57,000 to the Holder on August 15, 2016 (the “Note”).

NOW THEREFORE, the Company and the Holder hereby agree as follows:

1.

The Holder hereby agrees that in the event that Holder receives $86,079.37

(the “Payoff Amount”) from the Company on or before February 14, 2017 (the “Deadline”), the

Note shall be deemed satisfied in full.

2.

In the event that Holder does not receive the Payoff Amount on or

before the Deadline, this Agreement shall, at the sole option of the Holder, be deemed null and

void and of no further force or effect.

3.

Except as specifically modified hereby, all of the provisions of the Note

shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed

by their respective authorized representatives as of the Execution Date.

Clean Energy Technologies

By:

Name: ________________________

Title: Chief Executive Officer

JSJ Investments, Inc.

By:

Name: Xxxxxx Xxxxx

Title:   President

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