EXHIBIT 10.1 JOINT VENTURE AGREEMENT AND
WARRANT AGREEMENT
This JOINT VENTURE AGREEMENT AND WARRANT AGREEMENT(the
"Agreement"),
dated as of this 7th day of November, 2005,
is between NAANOVO INTERNATIONAL
FREE ZONE N.V., an Aruba Business
Corporation ( "NAANOVO"), and INTERNATIONAL
POWER GROUP, LTD., a Delaware Corporation,
("IPWG").
RECITALS
NAANOVO Energy USA, Inc. and IPWG have entered into a build,
operate
and transfer project agreement for twelve
waste to energy (WTE) combustion
modules (one WTE plant) in the Republic of
Mexico, dated May 16, 2005
(hereinafter the "Mexico WTE Agreement").
The first facility to be built for
IPWG pursuant to the Mexico WTE Agreement
is planned to be in Ensenada, Mexico.
IPWG has created a wholly owned subsidiary
corporation or other business entity
for ownership and operation of said
facility (hereinafter the "IPW Group de
Mexico S.A. #1 Subsidiary").
IPWG is seeking funding for the construction of the subsidiary
facility
which could be provided more timely and in
more favorable terms than commercial
funding sources previously elicited by
IPWG.
AGREEMENT
The parties agree as follows:
For the consideration of SIXTY MILLION US DOLLARS ($60,000,000.00
US),
to be paid by NAANOVO to Naanovo Energy
USA, Inc. pursuant to the Mexico WTE
Agreement, which shall be paid immediately
upon fulfillment of the conditions
set forth herein, IPW
