Exhibit
10.9

     

    Dated                    
2008

     

    Executive
Service Agreement

     

    Parties

     

    Mission
NewEnergy Limited

    ACN 117
065 719

     

    James
Garton

     

    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

    


    Contents

     

    
      
        	
                1.

              	
                Definitions

              	
                1

              
	 
      	 
      	 
      
	
                2.

              	
                Interpretation

              	
                3

              
	 
      	 
      	 
      
	
                3.

              	
                Mission
      NewEnergy Commencement Date and duration

              	
                3

              
	 
      	 
      	 
      
	
                4.

              	
                Duties
      of the Position

              	
                4

              
	 
      	 
      	 
      
	
                5.

              	
                Place
      of work

              	
                4

              
	 
      	 
      	 
      
	
                6.

              	
                Hours
      of work

              	
                4

              
	 
      	 
      	 
      
	
                7.

              	
                Covenants
      of the Executive

              	
                5

              
	 
      	 
      	 
      
	
                8.

              	
                Remuneration

              	
                5

              
	 
      	 
      	 
      
	
                9.

              	
                Expenses

              	
                6

              
	 
      	 
      	 
      
	
                10.

              	
                Period
      of service and leave

              	
                6

              
	 
      	 
      	 
      
	
                11.

              	
                Mission
      NewEnergy directions

              	
                6

              
	 
      	 
      	 
      
	
                12.

              	
                Confidential
      Information

              	
                7

              
	 
      	 
      	 
      
	
                13.

              	
                Intellectual
      property

              	
                7

              
	 
      	 
      	 
      
	
                14.

              	
                Moral
      Rights

              	
                7

              
	 
      	 
      	 
      
	
                15.

              	
                Termination

              	
                8

              
	 
      	 
      	 
      
	
                16.

              	
                Return
      of Property of Mission NewEnergy

              	
                10

              
	 
      	 
      	 
      
	
                17.

              	
                Compliance
      with obligations on Termination

              	
                10

              
	 
      	 
      	 
      
	
                18.

              	
                Resignation
      as an officer

              	
                10

              
	 
      	 
      	 
      
	
                19.

              	
                Non-competition

              	
                10

              
	 
      	 
      	 
      
	
                20.

              	
                Conflicting
      obligations

              	
                11

              
	 
      	 
      	 
      
	
                21.

              	
                Notices

              	
                11

              
	 
      	 
      	 
      
	
                22.

              	
                General

              	
                11

              


      

    

     

    
      
        
           


        

        
          Executive
Service Agreement         
i

          
            

          

        

        
           


        

      

    

    


    Agreement
made                                    2008

     

    
      
        	
                Parties

              	
                Mission NewEnergy Limited
      ACN 117 065 719

              


      

    

    Level 8,
50, St Georges Terrace, Perth, Western Australia 6000

    (Mission
NewEnergy)

     

    James
Garton

    of 2 Dind
Street Milsons Point NSW 2061

    (Executive)

     

    Introduction

     

    
      
        	
                A.

              	
                Mission
      NewEnergy carries on the business of the production and sale of biodiesel
      and other products (Business).

              


      

    

     

    
      
        	
                B.

              	
                Mission
      NewEnergy wishes to employ the Executive as Head of Corporate Finance,
      Mergers & Acquisitions of Mission NewEnergy on the terms and
      conditions set out in this
Agreement.

              


      

    

     

    It
is agreed

     

    
      	
              1.

            	
              Definitions

            


    

     

    
      	
              1.1

            	
              In
      this Agreement, unless the context requires
  otherwise:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Agreement means this
      Agreement including any Schedule or Annexure to
  it;

            


    

     

    
      	
               
      

            	
              (2)

            	
              ASX means the Australian
      Stock Exchange;

            


    

     

    
      	
               
      

            	
              (3)

            	
              Board means the board of
      directors of Mission NewEnergy;

            


    

     

    
      	
               
      

            	
              (4)

            	
              Business means the
      business described in Introduction
A;

            


    

     

    
      	
               
      

            	
              (5)

            	
              Business Day means a day other
      than a Saturday or Sunday in which trading banks in Kuala Lumpur, Malaysia
      or Perth, Western Australia are open to transact business
      generally;

            


    

     

    
      	
               
      

            	
              (6)

            	
              Client means any person,
      firm or body corporate that purchases Mission NewEnergy' products,
      services or both during the Term;

            


    

     

    
      	
               
      

            	
              (7)

            	
              Commencement Date means the date
      specified at Item 1 of the
Schedule;

            


    

     

    
      	
               
      

            	
              (8)

            	
              Competing Business means a
      business whether operated as a company, partnership or sole trader which
      as a substantial or major part of its business engages
  in:

            


    

     

    
      	
               
      

            	
              (a)

            	
              an
      activity which is the same as, similar to or competitive with any activity
      engaged in by Mission NewEnergy as a substantial or major part of its
      business during the term of this Agreement;
or

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      manufacture or sale of biodiesel or other similar chemical products to
      those produced by Mission
NewEnergy:

            


    

     

    
      	
               
      

            	
              (9)

            	
              Confidential Information means all
      information relating to the current or future business interests,
      methodology or affairs of Mission NewEnergy (or any Related Body
      Corporate) or any person or entity with it deals or is concerned,
      including, but not limited to:

            


    

     

    
      
        
           


        

        
          Executive
Service Agreement         
1

          
            

          

        

        
           


        

      

    

     

    
      	
               
      

            	
              (a)

            	
              financial
      and business (including technical, marketing and sales and human
      resources) information, strategies and plans of Mission
      NewEnergy;

            


    

     

    
      	
               
      

            	
              (b)

            	
              business
      records, information, notes, products know-how, trade secrets, geological
      or other data;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Remuneration and other benefits provided to the Executive (including any
      future increases) under this
Agreement;

            


    

     

    
      	
               
      

            	
              (d)

            	
              names
      and lists of Mission NewEnergy' employees, Clients, prospective Clients
      and suppliers;

            


    

     

    
      	
               
      

            	
              (e)

            	
              trade
      secrets, inventions, patents and novel designs of Mission
      NewEnergy;

            


    

     

    
      	
               
      

            	
              (f)

            	
              know-how
      and technology developed or used by Mission NewEnergy;
  and

            


    

     

    
      	
               
      

            	
              (g)

            	
              documents
      including software, manuals, diagrams, graphs, charts, projections,
      specifications, estimates, records, concepts, discoveries, ideas, designs,
      formulae, processes, documents, accounts, plans, drawings, methods,
      techniques, price lists, customer lists, enquiry lists, market research
      information, correspondence, letters and papers of every description
      including all copies of or extracts from such information relating to its
      affairs or business,

            


    

     

    reasonably
regarded as confidential, being information not in the public domain or known to
competitors of Mission NewEnergy other than information in the public domain or
known to competitors as a result of a breach of confidentiality by the Executive
or any other person;

     

    
      	
               
      

            	
              (10)

            	
              Duties means the duties
      set out in Item 3 of the Schedule;

            


    

     

    
      	
               
      

            	
              (11)

            	
              Expiration Date means
      the date specified in Item 2 of the
Schedule;

            


    

     

    
      	
               
      

            	
              (12)

            	
              Group means Mission
      NewEnergy and each of its Related Bodies
  Corporate;

            


    

     

    
      	
               
      

            	
              (13)

            	
              Listing Rules means the listing
      rules of the ASX;

            


    

     

    
      	
               
      

            	
              (14)

            	
              Moral Rights has the same
      meaning as that term has in Part IX of the Copyright Act 1968
      (Cth);

            


    

     

    
      	
               
      

            	
              (15)

            	
              Position means the
      position of Head of Corporate Finance, Mergers & Acquisitions of
      Mission NewEnergy;

            


    

     

    
      	
               
      

            	
              (16)

            	
              Property Belonging to Mission NewEnergy means any
      property of any kind which is owned by Mission NewEnergy or any Related
      Body Corporate or to the possession of which Mission NewEnergy or any
      Related Body Corporate is legally entitled, including without limitation
      all documents in whatever form, including copies of such documents, mobile
      phones, motor vehicles, computers, keys, identity cards or passes and
      credit cards;

            


    

     

    
      	
               
      

            	
              (17)

            	
              Mission
      NewEnergy Related
      Body Corporate means any
      related body corporate of Mission
NewEnergy:

            


    

     

    
      	
               
      

            	
              (a)

            	
              under
      the meaning ascribed to it by the Corporations Act 2001
      (Cth); and

            


    

     

    
      	
               
      

            	
              (b)

            	
              under
      the equivalent provisions of the Malaysian Companies Act
      1965 (Malaysia),

            


    

     

    
      
        
           


        

        
          Executive
Service Agreement         
2

          
            

          

        

        
           


        

      

    

     

    
      	
               
      

            	
              (18)

            	
              Remuneration
      means:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      Salary and Superannuation set out in item 4 of the
  Schedule

            


    

     

    
      	
               
      

            	
              (19)

            	
              Restraint Area
      means:

            


    

     

    
      	
               
      

            	
              (a)

            	
              South
      East Asia

            


    

     

    
      	
               
      

            	
              (20)

            	
              Restraint Period means a period
      of:

            


    

     

    
      	
               
      

            	
              (a)

            	
              1.5
      years commencing on the Termination Date;
and

            


    

     

    
      	
               
      

            	
              (21)

            	
              Salary
      means:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      cash salary component of the Remuneration as set out in item 4(a) of the
      Schedule; and

            


    

     

    
      	
               
      

            	
              (22)

            	
              Share means a fully paid
      ordinary share in the capital of Mission
  NewEnergy;

            


    

     

    
      	
               
      

            	
              (23)

            	
              South East Asia means Australia,
      Burma, Cambodia, Indonesia, Laos, Malaysia, Papua New Guinea, Philippines,
      Singapore, Thailand, Vietnam and
India;

            


    

     

    
      	
               
      

            	
              (24)

            	
              Term means the period
      from the Commencement Date until the Expiration
  Date;

            


    

     

    
      	
               
      

            	
              (25)

            	
              Termination Date means the date on
      which the Executive's employment with Mission NewEnergy ceases for
      whatever reason; and

            


    

     

    
      	
               
      

            	
              (26)

            	
              Works means all
      programs, programming, literary, dramatic, musical and artistic work
      within the meaning of the Copyright Act 1968
      (Cth).

            


    

     

    
      	
              2.

            	
              Interpretation

            


    

     

    
      	
              2.1

            	
              In
      this Agreement, unless the context
requires:

            


    

     

    
      	
               
      

            	
              (1)

            	
              headings
      and subheadings are for convenience only and do not affect
      interpretation;

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      Schedule forms part of this
Agreement;

            


    

     

    
      	
               
      

            	
              (3)

            	
              where
      an expression is defined, another part of speech or grammatical form of
      that expression has a corresponding
meaning;

            


    

     

    
      	
               
      

            	
              (4)

            	
              an
      expression denoting a person includes a corporation and any other entity
      and any association or body, whether having separate legal existence or
      not;

            


    

     

    
      	
               
      

            	
              (5)

            	
              a
      reference to any legislation or legislative provision includes any
      statutory modification or re-enactment of, or legislative provision
      substituted for, and any statutory instrument issued under, that
      legislation or legislative
provision;

            


    

     

    
      	
               
      

            	
              (6)

            	
              a
      reference to dollar amounts is a reference to Australian currency unless
      otherwise specified;

            


    

     

    
      	
               
      

            	
              (7)

            	
              the
      singular includes the plural and vice versa;
and

            


    

     

    
      	
               
      

            	
              (8)

            	
              a
      word denoting a gender includes the other
  gender.

            


    

     

    
      	
              3.

            	
              Mission
      NewEnergy Commencement Date and
duration

            


    

     

    
      	
              3.1

            	
              The
      Executive's employment with Mission NewEnergy under the terms of this
      Agreement commences on the Commencement Date and ceases on the Expiration
      Date, unless terminated earlier in accordance with clause
    15.

            


    

     

    
      
        
           


        

        
          Executive
Service Agreement         
3

          
            

          

        

        
           


        

      

    

     

    
      	
              3.2

            	
              The
      Executive may also be appointed a director of any Related Body Corporate
      of Mission NewEnergy as determined by the Board, on or after the
      Commencement Date.  The Executive is not entitled to receive any
      additional remuneration for any such
role.

            


    

     

    
      	
              4.

            	
              Duties
      of the Position

            


    

     

    
      	
              4.1

            	
              The
      Executive will perform the Duties and such other duties, which may be required by
      Mission NewEnergy from time to
time.

            


    

     

    
      	
              4.2

            	
              Mission
      NewEnergy may direct the Executive to perform the Duties, and such other
      duties as determined by Mission NewEnergy from time to time, for any
      Related Body Corporate of Mission NewEnergy.  Regardless of any
      such direction, the remaining terms and conditions of this Agreement will
      continue to apply, unless otherwise agreed in
  writing.

            


    

     

    
      	
              4.3

            	
              The
      parties acknowledge that the Position, the Duties, role and levels of
      responsibility may be varied from time to time and the parties agree that
      regardless of any such variations the remaining terms and conditions of
      this Agreement will continue to apply, unless otherwise agreed in
      writing.

            


    

     

    
      	
              4.4

            	
              The
      Executive must comply with any policies, procedures and practices of
      Mission NewEnergy as they exist from time-to-time and the Executive
      acknowledges that:

            


    

     

    
      	
               
      

            	
              (1)

            	
              Mission
      NewEnergy may vary any policies and procedures;
  and

            


    

     

    
      	
               
      

            	
              (2)

            	
              to
      the extent that any such policies and procedures apply to Mission
      NewEnergy, these policies and procedures are guidelines only and do not
      form terms of this Agreement or contractual conditions upon which the
      Executive can rely.

            


    

     

    
      	
              5.

            	
              Place
      of work

            


    

     

    
      	
              5.1

            	
              The
      Executive is based in Sydney, New South Wales.  Mission
      NewEnergy will arrange suitable premises in Sydney New South Wales to
      allow the executive to conduct the Duties prescribed by the
      role.  The Executive may also be required to work at such
      locations as Mission NewEnergy may reasonably require from time to
      time.

            


    

     

    
      	
              5.2

            	
              The
      Executive must undertake such travel in the course of performing the
      Duties, as Mission NewEnergy reasonably requires from time to time as
      directed by Mission NewEnergy.  The Executive will be reimbursed
      for expenses incurred in such travel in accordance with clause
      9.

            


    

     

    
      	
              6.

            	
              Hours
      of work

            


    

     

    
      	
              6.1

            	
              The
      Executive's normal working hours will be the operating hours of the
      Business up to a maximum of 38 ordinary hours per
  week.

            


    

     

    
      	
              6.2

            	
              The
      Executive may be required to work additional hours to those specified in
      clause 6.1.  The Remuneration has been set at a level to take
      into account the Duties and the hours required to perform them properly,
      up to a maximum average of 60 hours per week, averaged over each 12 month
      period of the Term.

            


    

     

    
      	
              6.3

            	
              The
      Executive is not entitled to any additional benefits, monetary or
      otherwise, for any hours the Executive works in accordance with clauses
      6.1 and 6.2.

            


    

     

    
      	
              6.4

            	
              Mission
      NewEnergy may, in its discretion, vary the hours of work from time to
      time.

            


    

     

    
      	
              6.5

            	
              Subject
      to clause 6.2, the Executive will not be required to work on gazetted
      public holidays in New South Wales;

            


    

     

    
      
        
           


        

        
          Executive
Service Agreement         
4

          
            

          

        

        
           


        

      

    

     

    
      	
              7.

            	
              Covenants
      of the Executive

            


    

     

    
      	
              7.1

            	
              The
      Executive covenants with Mission NewEnergy that he
  will:

            


    

     

    
      	
               
      

            	
              (1)

            	
              assume
      and exercise the powers and carry out the Duties appropriate to the
      Position and as shall from time to time be assigned to him by the
      Board;

            


    

     

    
      	
               
      

            	
              (2)

            	
              promote,
      develop and extend the Business and do all things within his power to
      enhance and extend the prosperity, business and reputation of Mission
      NewEnergy;

            


    

     

    
      	
               
      

            	
              (3)

            	
              show
      the utmost good faith in relation to the Business and Mission
      NewEnergy;

            


    

     

    
      	
               
      

            	
              (4)

            	
              obey
      all reasonable and lawful directions of the
  Board;

            


    

     

    
      	
               
      

            	
              (5)

            	
              comply
      with all relevant legislation including the Listing Rules and the Corporations Act 2001
      (Cth);

            


    

     

    
      	
               
      

            	
              (6)

            	
              carry
      out the Duties to the best of his skill and ability and in any event to a
      professional and competent standard;
and

            


    

     

    
      	
               
      

            	
              (7)

            	
              participate
      in any performance assessment process as required by the
      Board.

            


    

     

    
      	
              8.

            	
              Remuneration

            


    

     

    
      	
              8.1

            	
              In
      consideration for the Executive carrying out the Duties, Mission NewEnergy
      will pay or provide (as the case may be) to the Executive the Remuneration
      specified in Item 4 of the
Schedule.

            


    

     

    
      	
              8.2

            	
              Subject
      to Mission NewEnergy' prior approval, the Salary may be taken as a
      combination of

            


    

     

    
      	
               
      

            	
              (1)

            	
              cash
      salary;

            


    

     

    
      	
               
      

            	
              (2)

            	
              benefits
      granted to the Executive pursuant to clause 8,5;
  and

            


    

     

    
      	
               
      

            	
              (3)

            	
              any
      additional superannuation contributions the Executive chooses to make
      (subject to any age-based limits)

            


    

     

    
      	
              8.3

            	
              Mission
      NewEnergy will pay the Executive 1/12th of the Remuneration less tax each
      month in arrears:

            


    

     

    
      	
               
      

            	
              (1)

            	
              in
      respect of the cash salary component of the Salary net of tax, by direct
      deposit into a bank account nominated by the
  Executive;

            


    

     

    
      	
               
      

            	
              (2)

            	
              in
      respect of other components of the Salary, in accordance with the polices
      of Mission NewEnergy; and

            


    

     

    
      	
               
      

            	
              (3)

            	
              in
      respect of the superannuation component of the Remuneration, by direct
      deposit to the superannuation fund nominated by the
    Executive.

            


    

     

    
      	
              8.4

            	
              Mission
      NewEnergy will review the Remuneration annually on or before 1 November
      each year (Annual Salary
      Review).  The first Annual Salary Review will take place
      on or around 1 November 2009.  In undertaking the Annual Salary
      Review Mission NewEnergy may take into account all circumstances that it
      considers relevant, including but not limited to the performance of the
      Executive, the performance of Mission NewEnergy, the prevailing economic
      conditions and Mission NewEnergy' business requirements and capacity to
      pay.  Changes will be made to the Remuneration at Mission
      NewEnergy' absolute discretion.

            


    

     

    
      	
              8.5

            	
              The
      Executive may make a written request, during the Term, to salary sacrifice
      a component of the Remuneration.  Mission NewEnergy will agree
      to any reasonable salary sacrifice request proposed by the
      Executive.  The cost of any fringe benefits tax applicable is
      included in the Remuneration.

            


    

     

    
      
        
           


        

        
          Executive
Service Agreement         
5

          
            

          

        

        
           


        

      

    

     

    
      	
              9.

            	
              Expenses

            


    

     

    
      	
              9.1

            	
              Subject
      to this clause, Mission NewEnergy will reimburse the Executive, in
      accordance with Mission NewEnergy' expense reimbursement policy, as it
      exists from time to time or otherwise as agreed, for all reasonable
      out-of-pocket expenses properly incurred by the Executive in carrying out
      the Duties.

            


    

     

    
      	
              9.2

            	
              Without
      limiting clause 9.1, Mission NewEnergy will reimburse the Executive for
      all accommodation and expenses incurred by the Executive in undertaking
      travel on behalf of Mission NewEnergy or any Related Body Corporate of
      Mission NewEnergy, in accordance with clause
  5.2.

            


    

     

    
      	
              9.3

            	
              The
      Executive must provide satisfactory proof to Mission NewEnergy of
      expenditure incurred in accordance with clause 9.1 if requested by Mission
      NewEnergy according to Mission NewEnergy' policy from time to
      time.

            


    

     

    
      	
              10.

            	
              Period
      of service and leave

            


    

     

    
      	
              10.1

            	
              Personal
      leave

            


    

     

    
      	
               
      

            	
              (1)

            	
              The
      Executive is entitled to 10 days paid personal leave per
      annum.  The Executive may take personal leave in accordance with
      Mission NewEnergy' personal leave policy, as it exists from time to
      time.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Personal
      leave accrues on a pro-rata basis and unused personal leave accumulates
      from year to year.

            


    

     

    
      	
               
      

            	
              (3)

            	
              Untaken
      personal leave will not be paid out upon the termination of the
      Executive's employment.

            


    

     

    
      	
              10.2

            	
              Annual
    leave

            


    

     

    
      	
               
      

            	
              (1)

            	
              The
      Executive is entitled to annual leave of 20 working days per
      annum.  Annual leave will be taken at a time or times agreed
      with Mission NewEnergy.

            


    

     

    
      	
               
      

            	
              (2)

            	
              In
      the absence of agreement, annual leave will be taken at a time or times
      directed by Mission NewEnergy on expiry of at least 2 weeks' written
      notice.

            


    

     

    
      	
               
      

            	
              (3)

            	
              The
      Executive will not be entitled to annual leave
  loading.

            


    

     

    
      	
               
      

            	
              (4)

            	
              Accrued
      but untaken annual leave will be paid out upon the termination of the
      Executive's employment.

            


    

     

    
      	
              11.

            	
              Mission
      NewEnergy directions

            


    

     

    
      	
              11.1

            	
              Without
      limiting the directions that Mission NewEnergy may lawfully give to the
      Executive, Mission NewEnergy may at any time direct the Executive without
      loss of Salary to:

            


    

     

    
      	
               
      

            	
              (1)

            	
              not
      attend Mission NewEnergy' premises or premises at which any part of the
      Business is conducted;

            


    

     

    
      	
               
      

            	
              (2)

            	
              not
      perform all or part of the Duties;

            


    

     

    
      	
               
      

            	
              (3)

            	
              cease
      all contact and/or communication with clients, customers, suppliers,
      employees or contractors of Mission NewEnergy, or certain of them;
      and

            


    

     

    
      	
               
      

            	
              (4)

            	
              not
      use the Property of Mission
NewEnergy.

            


    

     

    
      
        
           


        

        
          Executive
Service Agreement         
6

          
            

          

        

        
           


        

      

    

     

    
      	
              12.

            	
              Confidential
      Information

            


    

     

    
      	
              12.1

            	
              The
      Executive must during the employment and after termination of the
      employment for any reason:

            


    

     

    
      	
               
      

            	
              (1)

            	
              take
      all precautions necessary to prevent disclosure of any of the Confidential
      Information;

            


    

     

    
      	
               
      

            	
              (2)

            	
              not
      use or attempt to use any of the Confidential Information in any manner
      which may injure or cause loss either directly or indirectly to Mission
      NewEnergy or any Related Body Corporate or which may be likely to do
      so;

            


    

     

    
      	
               
      

            	
              (3)

            	
              not
      disclose any Confidential Information to any person other than as directed
      by Mission NewEnergy;

            


    

     

    
      	
               
      

            	
              (4)

            	
              not
      use any Confidential Information for the Executive's own benefit or the
      benefit of any other person; and

            


    

     

    
      	
               
      

            	
              (5)

            	
              use
      the Confidential Information solely in accordance with this
      Agreement.

            


    

     

    
      	
              12.2

            	
              This
      clause does not apply to any Confidential Information
  that:

            


    

     

    
      	
               
      

            	
              (1)

            	
              is
      publicly available at the Commencement
Date;

            


    

     

    
      	
               
      

            	
              (2)

            	
              becomes
      publicly available during the Executive's employment or after the
      termination of the Executive's employment without breach of this Agreement
      by the Executive;

            


    

     

    
      	
               
      

            	
              (3)

            	
              was
      already in the Executive's possession (as evidenced by written records) at
      the Commencement Date; or

            


    

     

    
      	
               
      

            	
              (4)

            	
              the
      Executive is obliged by law to
disclose.

            


    

     

    
      	
              12.3

            	
              If
      the Executive is obliged by law to disclose any Confidential Information
      the Executive must immediately notify Mission NewEnergy of the actual or
      anticipated requirement and use all lawful means to delay and withhold
      disclosure until Mission NewEnergy has had a reasonable opportunity to
      oppose disclosure by lawful means.

            


    

     

    
      	
              13.

            	
              Intellectual
      property

            


    

     

    
      	
              13.1

            	
              The
      Executive assigns to Mission NewEnergy all existing and future rights or
      interests in:

            


    

     

    
      	
               
      

            	
              (1)

            	
              all
      inventions, discoveries, novel designs, whether or not registrable as
      designs under the Design
      Act 1906 (Cth), as patents under the Patents Act 1980 (Cth)
      and trade marks under the Trade Mark Act 1995
      (Cth), and

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      entire copyright in all Works,

            


    

     

    created
by the Executive, either solely or jointly with others, during the
Term.

     

    
      	
              13.2

            	
              The
      Executive agrees to provide all information relevant to such rights or
      interests to Mission NewEnergy and to take whatever steps are necessary,
      during and after his employment with Mission NewEnergy ceases for any
      reason to enable Mission NewEnergy to secure ownership of the rights in
      the Intellectual Property referred to in clause 13.1.  Mission
      NewEnergy will reimburse the Executive for reasonable costs incurred by
      the Executive in complying with this obligation after his employment with
      Mission NewEnergy ceases.

            


    

     

    
      	
              14.

            	
              Moral
      Rights

            


    

     

    
      	
              14.1

            	
              The
      Executive consents to Mission NewEnergy, its employees, servants, agents,
      licensees and assigns doing any acts or making any omissions that
      constitute an infringement of the Executive's Moral Rights in any Works
      made by the Executive, in the course of the Executive's employment with
      Mission NewEnergy, including:

            


    

     

    
      
        
           


        

        
          Executive
Service Agreement         
7

          
            

          

        

        
           


        

      

    

     

    
      	
               
      

            	
              (1)

            	
              not
      naming the Executive as the author of a
Work.

            


    

     

    
      	
               
      

            	
              (2)

            	
              naming
      Mission NewEnergy or some other person as the author of a
      Work;

            


    

     

    
      	
               
      

            	
              (3)

            	
              amending
      or modifying (whether by changing, adding to or deleting/removing) any
      part of a Work but only if the Executive is not named as the author of the
      amended or modified Work,

            


    

     

    whether
any such acts or omissions occur before, on or after the date of this
Agreement.

     

    
      	
              14.2

            	
              The
      Executive acknowledges that consent to this clause is genuine, is given
      without duress of any kind and that the Executive has been given the
      opportunity to seek legal advice on the effect of this
    clause.

            


    

     

    
      	
              15.

            	
              Termination

            


    

     

    
      	
              15.1

            	
              Termination for
      cause

            


    

     

    
      	
               
      

            	
              (1)

            	
              At
      any time during the Term, Mission NewEnergy may terminate the Executive's
      employment immediately without notice and without payment in lieu of
      notice if the Executive:

            


    

     

    
      	
               
      

            	
              (a)

            	
              is
      guilty of, charged with or under investigation for, any criminal or
      indictable offence or commits any act of dishonesty in relation to the
      affairs of Mission NewEnergy;

            


    

     

    
      	
               
      

            	
              (b)

            	
              is
      disqualified from holding office under the Corporations Act 2001
      (Cth);

            


    

     

    
      	
               
      

            	
              (c)

            	
              is
      under investigation in relation to any offence under the Corporations Act 2001
    (Cth);

            


    

     

    
      	
               
      

            	
              (d)

            	
              has
      breached any law relating to the performance of the Executive's duties
      under this Agreement including without limitation any law relating to
      discrimination, harassment or equal opportunity in an employment
      context;

            


    

     

    
      	
               
      

            	
              (e)

            	
              commits
      any serious breach of faith, or act of serious neglect or default or
      wilful disregard of directions or serious professional misconduct or gross
      misconduct or wilful disobedience;

            


    

     

    
      	
               
      

            	
              (f)

            	
              is
      in serious and fundamental breach of this Agreement and such breach cannot
      be remedied or it can be remedied but, after being directed in writing by
      Mission NewEnergy to remedy the breach, the Executive fails to do so
      within 14 days after the giving of the direction;
  or

            


    

     

    
      	
               
      

            	
              (g)

            	
              performs
      any act or is guilty of any omission, whether or not in the course of
      performing the Duties, the likely result of which is that Mission
      NewEnergy, a Related Body Corporate or the Business or a material part of
      the Business will be brought into
disrepute.

            


    

     

    
      	
               
      

            	
              (2)

            	
              At
      any time, the Executive may terminate the Executive's employment
      immediately without notice if Mission NewEnergy fails to pay the
      Remuneration due to the Executive pursuant to clause 8 within 30 days of
      it becoming payable.

            


    

     

    
      
        
           


        

        
          Executive
Service Agreement         
8

          
            

          

        

        
           


        

      

    

     

    
      	
              15.2

            	
              Termination by notice by
      Mission NewEnergy

            


    

     

    
      	
               
      

            	
              (1)

            	
              Mission
      NewEnergy may terminate the Executive's employment and this Agreement at
      any time during the Term by giving the Executive 2 months' written notice
      and a payment to the Executive equivalent to 2 months' of the
      Salary.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Instead
      of giving the notice under clause 15.2(1), Mission NewEnergy may terminate
      the Executive's employment by paying Salary instead of the notice or a
      combination of notice and payment of Salary instead of the notice period
      under clause 15.2(1).

            


    

     

    
      	
               
      

            	
              (3)

            	
              If
      the Executive's employment is terminated under this clause 15.2, the
      Executive has no claim against Mission NewEnergy for compensation or
      damages in respect of the termination other than the amounts prescribed by
      this clause 15.2.

            


    

     

    
      	
              15.3

            	
              Termination by notice by the
      Executive

            


    

     

    The
Executive may resign from his employment by giving Mission NewEnergy 2 months'
written notice.

     

    
      	
              15.4

            	
              Termination by the effluxion of
      time

            


    

     

    
      	
               
      

            	
              (1)

            	
              Notwithstanding
      clauses 15.1, 15.2 or 15.3 of this Agreement, the Executive's employment
      with Mission NewEnergy will terminate at close of business on the
      Expiration Date by the effluxion of
time.

            


    

     

    
      	
               
      

            	
              (2)

            	
              If
      this Agreement, and the Executive's employment with Mission NewEnergy,
      terminate due to the effluxion of time then the Executive is not entitled
      to notice, payment in lieu of notice or any other payment in lieu of any
      other amount, except payment in lieu of any accrued but untaken
      entitlements in accordance with clause
10.2.

            


    

     

    
      	
              15.5

            	
              Material change in terms and
      conditions

            


    

     

    
      	
               
      

            	
              (1)

            	
              If
      there is a material adverse change in the Executive's position,
      remuneration, benefits, responsibilities or Duties (as set out in the job
      description or as otherwise agreed), including, but not limited to, a
      material adverse change in the Executive's direct reporting line or
      reporting structure (Substantive Change
      Event), as a result of which the Executive's employment is
      terminated, the Executive will be entitled to payment of an amount
      equivalent to the Salary to the end of the Term or the Salary payable for
      a period of 12 months (whichever is the lesser) (Substantive Change Severance
      Pay).

            


    

     

    
      	
               
      

            	
              (2)

            	
              In
      consideration of the Substantive Change Severance Pay, the Executive will
      execute the Deed of Release described in clause
  15.6.

            


    

     

    
      	
               
      

            	
              (3)

            	
              The
      Executive will receive the Substantive Change Severance Pay in lump sum
      form, or as otherwise agreed between the parties, subject to any
      deductions for withholding any applicable employment taxes within 2
      Business Days of signing the Deed of
Release.

            


    

     

    
      	
               
      

            	
              (4)

            	
              The
      Substantive Change Severance Pay includes any performance based bonuses or
      an entitlement that may be due and owing at the completion of the
      Transition Period.

            


    

     

    
      	
               
      

            	
              (5)

            	
              The
      Executive may elect to receive the Substantive Change Severance Pay in a
      packaged form as agreed with Mission NewEnergy.  If the
      Substantive Change Severance Pay is packaged, Mission NewEnergy will
      continue to be responsible for any and all taxes and government and
      regulatory charges and superannuation which would normally be paid by an
      employer in respect of payment of such Substantive Change Severance Pay to
      an employee.

            


    

     

    
      
        
           


        

        
          Executive
Service Agreement         
9

          
            

          

        

        
           


        

      

    

     

    
      	
              15.6

            	
              Mission NewEnergy Deed of
      Release

            


    

     

    As a
condition of receiving the Substantive Change Severance Pay, the Executive will
execute in a form acceptable to Mission NewEnergy (or its successor) at its
complete discretion, a full and complete Deed of Release of any and all claims
against Mission NewEnergy and its officers, agents, directors, attorneys,
insurers, successors in interest and employees, arising from or in any way
related to the Executive's employment with Mission NewEnergy or the termination
thereof.

     

    
      	
              16.

            	
              Return
      of Property of Mission NewEnergy

            


    

     

    The
Executive must, upon the termination of the Executive's employment or if
requested by Mission NewEnergy, deliver to Mission NewEnergy all Confidential
Information and other Property of Mission NewEnergy, which is in the possession
or custody or under the control of the Executive.

     

    
      	
              17.

            	
              Compliance
      with obligations on Termination

            


    

     

    Termination
of the Executive's employment does not relieve the Executive from the
Executive's obligations under clauses 12, 13, 14, 16, 18 and 19 of this
Agreement.

     

    
      	
              18.

            	
              Resignation
      as an officer

            


    

     

    
      	
              18.1

            	
              On
      the Termination Date, the Executive is deemed to have automatically
      resigned from and vacated any office the Executive holds as a director,
      secretary or public officer of Mission NewEnergy or any Related Body
      Corporate of Mission NewEnergy that the Executive held in connection with
      the Executive's employment with Mission
  NewEnergy.

            


    

     

    
      	
              18.2

            	
              The
      Executive is not entitled to compensation for loss of any such
      office.  The Executive will take all steps necessary to resign
      from any such office.  If the Executive fails to do so the
      Executive irrevocably authorises the Board's nominee to do all things
      necessary to give effect to the Executive's
  resignation.

            


    

     

    
      	
              19.

            	
              Non-competition

            


    

     

    
      	
              19.1

            	
              In
      consideration of the Remuneration, the Executive must not in the Restraint
      Area, during the operation of this Agreement and for the Restraint Period,
      without the written permission of Mission NewEnergy either directly or
      indirectly be engaged or concerned or interested in any Competing
      Business.

            


    

     

    
      	
              19.2

            	
              The
      Agreement by the Executive in clause 19.1 applies to the Executive
      acting:

            


    

     

    
      	
               
      

            	
              (1)

            	
              either
      alone or in partnership or association with another person,
      and

            


    

     

    
      	
               
      

            	
              (2)

            	
              as
      principal, agent, consultant, adviser, director, officer or employee in a
      management position.

            


    

     

    
      	
              19.3

            	
              This
      clause does not exclude the Executive from owning marketable securities of
      a corporation or trust which is listed on a recognised Stock Exchange in
      Australia, Malaysia or elsewhere provided that the Executive holds not
      more than 5% of the total marketable securities with a corporation or
      trust.

            


    

     

    
      	
              19.4

            	
              Clause
      19.1 and 19.2 have affect as comprising each of the separate provisions
      which results from a capacity referred to in clause 19.2 and an area, a
      period and a category of conduct referred to in clause
      19.1.  Each of these separate provisions operates concurrently
      and independently.

            


    

     

    
      
        
           


        

        
          Executive
Service Agreement         
10

          
            

          

        

        
           


        

      

    

     

    
      	
              19.5

            	
              If
      any separate provision referred to in clauses 19.1 and 19.2 is
      unenforceable, illegal or void, that provision is severed and the other
      provisions remain in force.  The Executive acknowledges that
      each of those separate provisions is a fair and reasonable restraint of
      trade.

            


    

     

    
      	
              20.

            	
              Conflicting
      obligations

            


    

     

    
      	
              20.1

            	
              The
      Executive certifies and warrants that the Executive, at the time of
      signing this Agreement, has no interests or obligations that are
      inconsistent with or that would prevent, limit or affect the Executive
      complying with any of the Executive's obligations under this
      Agreement.

            


    

     

    
      	
              20.2

            	
              The
      Executive agrees to notify Mission NewEnergy immediately if any interest
      or obligation arises which may be inconsistent with the Executive's
      obligations under this Agreement.

            


    

     

    
      	
              21.

            	
              Notices

            


    

     

    
      	
              21.1

            	
              Notices
      to be given by a party must be in writing
and:

            


    

     

    
      	
               
      

            	
              (1)

            	
              in
      the case of notice to the Executive - must be delivered to the Executive
      personally or dispatched to the Executive at his location at the time of
      giving the notice, or, if that location is unknown, at the Executive's
      residential address as specified at the beginning of this Agreement or
      such other address notified by him to Mission NewEnergy,
    and

            


    

     

    
      	
               
      

            	
              (2)

            	
              in
      the case of notice to Mission NewEnergy - must be delivered or addressed
      to the Board's nominee at the address of Mission NewEnergy specified at
      the beginning of this Agreement or such other address notified to the
      Executive.

            


    

     

    
      	
              22.

            	
              General

            


    

     

    
      	
              22.1

            	
              No
  waiver

            


    

     

    The
failure, delay, relaxation or indulgence on the part of a party in exercising
any power or right conferred upon that party by this Agreement does not operate
as a waiver of that power or right, nor does any single exercise of a power or
right preclude any other or further exercise of any other power or right under
this Agreement.

     

    
      	
              22.2

            	
              Governing law and
      jurisdiction

            


    

     

    This
Agreement is to be governed by and construed in accordance with the laws of
Western Australia and the parties agree to submit to the jurisdiction of the
courts of that jurisdiction.

     

    
      	
              22.3

            	
              Entire
      understanding

            


    

     

    
      	
               
      

            	
              (1)

            	
              Subject
      to its terms, this Agreement:

            


    

     

    
      	
               
      

            	
              (a)

            	
              contains
      the entire agreement and understanding between the parties on everything
      connected with the subject matter of this Agreement,
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              supersedes
      and merges any prior agreement or understanding on anything connected with
      that subject matter.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Each
      party has entered into this Agreement without relying on any
      representation by any other party or person purporting to represent that
      party.

            


    

     

    
      
        
           


        

        
          Executive
Service Agreement         
11

          
            

          

        

        
           


        

      

    

     

    
      	
              22.4

            	
              Acknowledgment

            


    

     

    The
Executive acknowledges that the Executive entered into this Agreement without
duress after having had the opportunity to take independent expert advice on its
terms and their effect.

     

    
      	
              22.5

            	
              Variation

            


    

     

    An
amendment or variation to this Agreement is not effective unless it is in
writing and signed by both parties.

     

    
      	
              22.6

            	
              Severability

            


    

     

    If
anything in this Agreement is unenforceable, illegal or void then it is severed
and the rest of this Agreement remains in force.

     

    
      	
              22.7

            	
              Stamp duty, costs and
      expenses

            


    

     

    
      	
               
      

            	
              (1)

            	
              Mission
      NewEnergy is responsible for any stamp duty payable on this
      agreement.

            


    

     

    
      	
               
      

            	
              (2)

            	
              All
      of the Executive's costs and expenses (including legal costs and expenses)
      in negotiation, preparation and execution of this agreement must be paid
      by Mission NewEnergy.

            


    

     

    
      
        
           


        

        
          Executive
Service Agreement         
12

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            	
                    Executed
      as an Agreement.

                  
	 
      
	
                    Executed
      by Mission
      NewEnergy

                    Ltd ACN 117 065 719 in
      accordance

                    with
      section 127 of the Corporations

                    Act
    2001:

                  
	 
      
	 
        	 
      	
                    /s/ Nathan Mahalingam

                  
	
                    Director/company
      secretary

                  	 
      	
                    Director

                  
	 
      
	 
        	 
      	
                    Nathan Mahalingam

                  
	
                    Name
      of director/company secretary

                    (BLOCK
      LETTERS)

                    Signed
      by James Garton in
      the

                    presence
      of:

                  	 
      	
                    Name
      of director

                    (BLOCK
      LETTERS)

                  
	 
      
	
                    /s/ Leanne Pearce

                  	 
      	
                    /s/ James Garton

                  
	
                    Signature
      of witness

                  	 
      	 
      
	 
      
	
                    Leanne Pearce

                  	 
      	 
      
	
                    Name
      of witness (BLOCK LETTERS)

                  	 
      	 
      
	 
      
	
                    Level 8, 50 St Georges Terrace,
      Perth

                  	 
      	 
      
	
                    Address
      of witness

                  	 
      	 
      


          

        

      

    

     

    
      
        
           


        

        
          Executive
Service Agreement         
13

          
            

          

        

        
           


        

      

    

    


    Schedule

     

    
      	
              Item
      1

            	
              Commencement
      Date

            


    

     

    
      	
               
      

            	
              13
      October 2008.

            


    

     

    
      	
              Item
      2

            	
              Expiration
      Date

            


    

     

    
      	
               
      

            	
              2
      years after the Commencement Date.

            


    

     

    
      	
              Item
      3

            	
              Duties

            


    

     

    
      	
               
      

            	
              (a)

            	
              Specific
      Duties

            


    

     

    
      	
               
      

            	
              (i)

            	
              Oversee
      the capital raising activities of the
Group

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Manager
      Investor Relations for the Group

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Develop
      and implement the Capital Markets Strategies for the
  Group

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Oversee
      the Merger and Acquisition activities of the
  Group

            


    

     

    
      	
               
      

            	
              (v)

            	
              Generate
      and develop new business
opportunities

            


    

     

    
      	
               
      

            	
              (b)

            	
              General
      Duties

            


    

     

    
      	
               
      

            	
              The
      Executive must:

            


    

     

    
      	
               
      

            	
              (i)

            	
              faithfully
      and diligently perform the duties assigned to him by the Board or its
      nominee to the best of the Executive's ability and unless prevented by ill
      health or other incapacity devote the whole of the Executive's time and
      attention during normal working hours to the
  Business;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              do
      all that is reasonable to promote, develop and extend the
      Business;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              act
      at all times in Mission NewEnergy' best
  interests;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              comply
      with lawful directions given to the Executive by the Board or its
      nominee;

            


    

     

    
      	
               
      

            	
              (v)

            	
              use
      the Executive's best endeavours to comply with all relevant laws and
      rules, including any charter of values and/or code of conduct of Mission
      NewEnergy as published from time to time, relating to the conduct of the
      Business including its policies and procedures as notified to the
      Executive from time to time;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              perform
      such other or additional duties and responsibilities which, consistent
      with the Executive's status and authority, the Board or its nominee
      reasonably assign to the Executive from time to time;
  and

            


    

     

    
      	
               
      

            	
              (vii)

            	
              work
      with the Board or its nominee to ensure Mission NewEnergy
      profitability.

            


    

     

    
      	
              Item
      4

            	
              Remuneration

            


    

     

    
      	
               
      

            	
              (a)

            	
              Salary

            


    

     

    The
Executive's salary is $200,000 per annum, exclusive of
Superannuation.

     

    
      
        
           


        

        
          Executive
Service Agreement         
14

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (b)

            	
              Superannuation

            


    

     

    Superannuation
contributions made on the Executive's behalf to a complying superannuation fund
of the Executive's choice at the rate required under the Superannuation Guarantee
(Administration) Act 1992 (Cth) as calculated on the Salary.

     

    
      
        
           


        

        
          Executive
Service Agreement         
15