Joint Venture Proposal for Biosphere Process

Exhibit 10.2


LIFE ENERGY AND TECHNOLOGY HOLDINGS, INC


Alternative Energy Provider and Developer of
the Revolutionary Biosphere Process System(TM)


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Joint Venture Proposals and Corporate Synopsis presented to the Al Jumahiriyah al Arabiyah al Libiyah ash Shabiyah al Ishtirakiyah al Uzma by Dr. Albert Reynolds, Chairman of the Board of Directors Life Energy & Technology Holdings Inc. & DR. KENNETH D. KAUNDA Member Advisory Board Life Energy & Technology Holdings Inc.


The Proposal - that LETH establish Joint Ventures in the Great Socialist People's Libyan Arab Jamahiriya.


1. LETH and Libya would like to establish a Joint Venture in Libya to assemble
the Biosphere Process(TM) System and thereafter to deploy the Libyan
Assembled Biosphere Process(TM) Systems throughout Africa, to create an
educational revolution even in the remotest parts of Africa, by providing
electricity generated locally from all manner of waste and raw materials.


2. LETH and Libya would like to establish a Joint Venture in Libya to follow
the deployment of the Libyan Assembled Biosphere Process(TM) Systems
throughout Africa with the provision of computers and teaching aids to
African schools to improve internet access, educational opportunity and
sanitary health care.


3. LETH and Libya would like to establish a Joint Venture in Libya to which
Joint Venture the Government would agree to grant certain oil and gas
concessions, to drive this enterprise forward.


4. LETH will supply the most modern technology for the manufacture and
assembly of this waste to energy system, which is already being
manufactured by LETH in


Russia and the United States. LETH to provide for technology transfer from
Russia and the United States to Libya.


5. As this Concept & Proposal seem interesting to the Libyan Government, we
will meet with them for more detailed discussions. The Biosphere(TM)and
EcoTechnology(TM)


Life Energy's primary focus is to use our proprietary technology: the Biosphere Process(TM) and EcoTechnology(TM), to become a leader in the micro-power generation and environmental infrastructure market.


Life Energy's unique EcoTechnology creates electricity by destroying waste in a cost- effective manner without polluting the environment. The Biosphere Process creates electricity by gasifying traditional and non-traditional waste materials and/or fossil fuels using extremely high temperatures. This process is done in a limited-oxygen environment thereby significantly limiting emissions.


Potential Markets


Life Energy's technology can potentially unlock numerous large niche markets. There is an urgent worldwide need for cost-effective renewable energy sources and a corresponding need to solve critical problems in the disposal of waste. Life Energy's EcoTechnology, an economically feasible and commercially rewarding solution to a global problem, represents essential humanitarian benefits for both present- day and future economic and environmental needs.


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Marketing the Biosphere System and Revenues


Life Energy will sell the Biosphere System primarily through joint venture partners and will own an ample stake in many of those partnerships. Life Energy's principal revenues will come through a number of sources:


* Sale of the Biosphere System to a join venture partner or through Life
Energy's associate, Green Energy Management, Inc. * Long term placement of the biosphere systems will generate long term annual
revenues from profits through the joint venture partnerships. * A segment of the Biosphere buyers will pay annual fees to maintain the
units. * Annual contracts from tipping fees for taking waste streams. * Annual sales of electricity to the national or local grid. * Sales of by-products and recyclables * Electricity Sales


Electricity sales will be Life Energy and Life Energy's partners' largest market. Renewable energy, such as the type generated by the Biosphere, could help to alleviate the energy crises and increase national security by reducing the dependence on imported fossil fuels. Although fossil fuels remain an important source of energy, renewable energy and other non-traditional energy sources can serve an increasingly important function in meeting domestic consumption demands.


The Energy Information Administration (EIC), a branch of the Department of Energy has published in 1999 a national average of kW hour prices. These prices range to a high of 11 cents per KW hour to a low of 4 cents per KW hour depending on the specific geographic area in the U.S. The EIC has given a national average as quoted below.


"Because of inherent efficiencies in large volume purchases, industrial customers generally realize lower electricity prices than residential and commercial customers. In 1999, industrial customers paid an average 4.43 cents per kilowatt hour (kWh), while residential and commercial customers paid an average 8.16 cents per kWh and 7.26 cents per kWh, respectively." (http://www.eia.doe.gov/cneaf/electricity/page/fact_sheets/r etailprice.html)


Tipping Fees on Waste


A magazine article written for WasteAge.com titled, Tipping through Time and authored by Ed Repa on Nov 1, 2002 stated, "The average national tipping fee in 2002 was $33.70 per ton, an increase of almost 5 percent from the 2000 survey." (http://www.wasteage.com/ar/waste_tipping_time/)


Other Revenues


Government and private enterprise has paid and continues to be willing to pay to safely dispose waste. Continued possible side benefits include the sale of IRS Section 29 Non-conventional Fuel Credits (http://www.irs.gov/pub/irs- drop/n-99-18.pdf), as well as:


* Landfill Gas Options * Landfill Gas Credits * Green Energy Credits * Biomass Tax Credits


About the Biosphere Process


The Biosphere Process starts when a waste stream is introduced into the Biosphere Chamber. The waste stream is subjected to at least 3,000 (degree) Fahrenheit and is turned into gas under a low oxygen/negative atmosphere environment. This process is continually monitored using a sophisticated proprietary computerized system. Because of the very limited amount of oxygen injected into the Biosphere, few toxins are produced.


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There are a number of compelling reasons for using this unique technology:


* It disposes waste both efficiently and cost effectively while not polluting
the environment. * It can perform as its own electric sub station, hooking directly into an
electric grid. * The unit is transportable (It can be situated on two tractor trailers). * It meets all Environmental Air Emissions Standards including EPA, UN, EU,
and Kyoto Accords. * There is a continuous independent monitoring of emissions and production. * Waste streams do not need to be separated prior to gasification.


Potential By-products


Using the gasification process for the disposal of waste, the machine can be adjusted to also produce:


* Electricity (5 to 7 tons of waste per hour which can equal 5,000 or more
per KW hour) * Condensation of H2O from waste can produce as much as 5,000 gallons per
hour of Potable water to World Health Standards * Production of inert and environmentall safe ash that can be used as a road
base or a cement additive * Production of carbon black, the major ingredient used in the printing and
cosmetics industries * Metal recycling


Waste Disposal


The Biosphere Process assists in solving global waste problems by converting waste materials into clean, green electricity.


The Biosphere Process can convert a variety of wastes into energy including:


* Municipal Solid Waste * Automobile and Truck Tires * Petroleum and Polychlorinated Biphenyl (PCB) Waste * Agricultural Surpluses, animal waste o Animal Parts Waste and Effluents * Industrial Waste * Sour or Wet Natural Gas without refining * Medical & Hazardous Waste *
Chemical and Biological Waste * Soil-contaminated Waste * Land Fill Reclamation * Traditional Fossil Fuels, including sulfur contaminated coal and untreated
Shale Oil * Petroleum drilling waste such as oil- contaminated Top Soil, Drill Cuttings
and Oil-contaminated Ground Water


Power Generation


The power generation facility of the Biosphere Process efficiently utilizes the waste streams provided by urban areas, industry, medicine, along with agriculture and medical solid waste to manufacture electricity.


Using solid waste as a fuel source saves money for municipalities and other generators of waste by providing economically and environmentally-friendly methods of waste disposal.


Waste-to-Energy


Electrical Energy. The New Book of Popular Science. 2000 edition, Grolier Incorporated, 1998 states that, "A kilowatt-hour is the electrical energy consumed in one hour at the constant rate of one kilowatt. The average household in the United States uses about 8,900 kilowatt-hours of electricity each year."


Using that as a premise one Biosphere unit's estimate of electric production equals 4,921 American households while disposing of a minimum of 43,800 tons of waste per year.


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Pollution Control


Since the Biosphere Process is a gasification system that works under minimal oxygen conditions; it is ecologically and economically superior to traditional incinerators.


The Biosphere Process


Through continually computerized monitoring, the waste in the Biosphere Process is subjected to temperatures seldom attained by other systems--heat of at least 3,000(degree) F. The heat virtually turns the waste into a gas. This is unlike a typical incineration method because the waste destruction is constantly controlled in a "starved oxygen environment," thereby it emits virtually no contaminants or pollutants. The resulting emissions are far below the acceptable regulatory levels.


To date, the atmospheric emissions from the Biosphere Process will surpass all known or pending atmospheric pollution laws in Europe, the Americas, and C.I.S. The Process will also meet or beat all Kyoto Accord guidelines.


Incineration Process


An incinerator's pollution output is directly linked to the lack of control of oxygen being delivered to the system, and therefore the incinerator emits dioxins, such as COx, SOx, and NOx. When a Biosphere Process System is used, these problems are eliminated because the Biosphere Process is a "starved oxygen" gasifier. Put simply: controlled oxygen equals pre ...