Unassociated Document


    
      
        	
                

                      

              	
                Mission
      NewEnergy  Limited

                (ACN:
      117 065 719)

                   
      

                Level
      8, 50 St Georges Terrace,

                Perth,
      6000 Western Australia

                Tel:
      +61(0)8 – 9218 9111

              
	
                ONE
      MISSION : ONE Energy : NewEnergy

              	
                Fax:
      +61(0)8 – 9218 9100

              


      

    

    


    Exhibit
10.7

    


    17
December 2009

    


    Nathan
Mahalingam

    Group
Managing Director

    Mission
NewEnergy Limited

    


    Dear
Nathan,

    


    Extension of Employment
Contract and Relocation to Malaysia

    


    Your
employment contract with the Company expires on 31 January 2009.

    


    The
Company is pleased to advise that it intends to extend the contract for a
further period of 3 years commencing 1 January 2009.

    


    As
discussed and agreed with the Nomination and Remuneration Committee, you will be
relocated to be based in Kuala Lumpur, Malaysia for a period of at least three
(3) years effective 1st January 2009. The period may be extended by mutual
consent and it is anticipated it will be extended.

    


    During
this time you will continue to be the Group Managing Director of the Company and
will oversee the Global operations of the Group including those in Malaysia and
India.

    


    The
extension of your contract is premised upon the same terms and conditions of
your Executive Services Agreement (ESA) dated 1st
February 2006 except that the following changes to the schedule on page 19 of
the ESA as noted here-under will apply to your new term:-

    


    
      	
              Item 2 

            	
              Expiration
      Date

            


    

    


    The
expiration date will now be 31 December 2011

    


    
      	
              Item 5 

            	
              Remuneration

            


    

    


    
      	
               
      

            	
              (a)

            	
              Salary

            


    

    


    The
Executive’s salary will be A$290,000, inclusive of Superannuation if
payable.

    


    The
salary will be paid in the following manner:-

    


    
      	
               
      

            	
              (1)

            	
              A$
      50,000 as salary by Mission NewEnergy Limited for services performed in
      Australia

            


    

    


    
      	
               
      

            	
              (2)

            	
              A$200,000
      as salary for services performed
overseas

            


    

    


    
      	
               
      

            	
              (3)

            	
              A$
      40,000 as Directors’ fee by the company’s Malaysian Subsidiary, Mission
      Biotechnologies Sdn Bhd for services performed in
  Malaysia

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Please
sign and return the duplicate of this letter to signify your acceptance of the
above.

    


    Thank
You.

    


    Yours
faithfully

    For
MISSION NEWENERGY LIMITED

     

    /s/ Dario Amara
Dario
Amara

    Chairman

    


    I,
Swaminathan Mahalingam, hereby accept the above.

       

    
      
        
          
            	
                    /s/ Swaminathan
      Mahalingam      

                  	 
      	
                    Date: 

                  	
                     17 December
      2009      

                  


          

        

      

    

       

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Deacons

     

    Dated                                          2006

     

    Executive
Service Agreement

     

    Parties

     

    Mission
Biofuels Pty Ltd

    ACN 117
065 719

     

    Swaminathan
Mahalingam

     

    Contact

     

    
      
        	
                Derek
      La Ferla

              
	
                Partner

              
	
                BankWest
      Tower, 108 St Georges Terrace, Perth WA 6000

              
	
                Telephone:  

              	
                +61
      (0)8 9426 3212

              
	
                Email:

              	
                derek.laferla@deacons.com.au

              
	
                Website:

              	
                www.deacons.com.au

              
	
                Our
      ref:

              	
                2576453

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Contents

     

    
      
        
          	
                  1.

                	
                  Definitions

                	
                  1

                
	
                  2.

                	
                  Interpretation

                	
                  3

                
	
                  3.

                	
                  Initial
      Period

                	
                  4

                
	
                  4.

                	
                  Commencement
      Date and duration

                	
                  4

                
	
                  5.

                	
                  Duties
      of the Position

                	
                  4

                
	
                  6.

                	
                  Place
      of work

                	
                  5

                
	
                  7.

                	
                  Hours
      of work

                	
                  5

                
	
                  8.

                	
                  Covenants
      of the Executive

                	
                  5

                
	
                  9.

                	
                  Remuneration

                	
                  5

                
	
                  10.

                	
                  Expenses

                	
                  6

                
	
                  11.

                	
                  Period
      of service and leave

                	
                  6

                
	
                  12.

                	
                  Mission
      Biofuels directions

                	
                  7

                
	
                  13.

                	
                  Confidential
      Information

                	
                  7

                
	
                  14.

                	
                  Intellectual
      property

                	
                  8

                
	
                  15.

                	
                  Moral
      Rights

                	
                  8

                
	
                  16.

                	
                  Termination

                	
                  8

                
	
                  17.

                	
                  Return
      of Property of Mission Biofuels

                	
                  11

                
	
                  18.

                	
                  Compliance
      with obligations on Termination

                	
                  11

                
	
                  19.

                	
                  Resignation
      as an officer

                	
                  11

                
	
                  20.

                	
                  Non-competition

                	
                  11

                
	
                  21.

                	
                  Conflicting
      obligations

                	
                  12

                
	
                  22.

                	
                  Notices

                	
                  12

                
	
                  23.

                	
                  General

                	
                  12

                


        

      

    


    
      
         


      

      
        Executive Service
Agreement           i

        
          

        

      

      
         


      

    


    Agreement
made                                             2006

     

    
      
        	
                Parties

              	
                Mission Biofuels Pty Ltd
      ACN 117 065 719

              
	 
      	
                of
      care of Deacons, Level 39, BankWest Tower, 108 St
  Georges

              
	 
      	
                Terrace,
      Perth, Western Australia

              
	 
      	
                (Mission
      Biofuels)

              
	 
      	 
      
	 
      	
                Swaminathan
      Mahalingam

              
	 
      	
                of
      21 Turo Close, Willetton, Western Australia

              
	 
      	
                (Executive)

              


      

    

     

    Introduction

     

    
      	
              A.

            	
              Mission
      Biofuels intends to construct a plant for the production of biodiesel and
      other chemical products and to carry on the business of the production and
      sale of biodiesel and other chemical products (Business).

            


    

     

    
      	
              B.

            	
              Mission
      Biofuels wishes to employ the Executive as Managing Director of Mission
      Biofuels 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 Biofuels;

            


    

     

    
      	
               
      

            	
              (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 Biofuels' 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 Biofuels 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 Biofuels;

            


    

     

    
      
         


      

      
        Executive
Service Agreement          
1

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (9)

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

            


    

     

    
      	
               
      

            	
              (a)

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

            


    

     

    
      	
               
      

            	
              (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 Biofuels' employees, Clients, prospective Clients and
      suppliers;

            


    

     

    
      	
               
      

            	
              (e)

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

            


    

     

    
      	
               
      

            	
              (f)

            	
              know-how
      and technology developed or used by Mission Biofuels;
  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 Biofuels 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
      Biofuels and each of its Related Bodies
  Corporate;

            


    

     

    
      	
               
      

            	
              (13)

            	
              Initial Period means the
      period between the Commencement Date and the date that the shares of
      Mission Biofuels are admitted to the official list of the
    ASX;

            


    

     

    
      	
               
      

            	
              (14)

            	
              Listing Rules means the
      listing rules of the ASX;

            


    

     

    
      	
               
      

            	
              (15)

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

            


    

     

    
      	
               
      

            	
              (16)

            	
              Position means the
      position of Managing Director of Mission
  Biofuels;

            


    

     

    
      	
               
      

            	
              (17)

            	
              Property Belonging to Mission
      Biofuels means any property of any kind which is owned by Mission
      Biofuels or any Related Body Corporate or to the possession of which
      Mission Biofuels 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;

            


    

     

    
      	
               
      

            	
              (18)

            	
              Prospectus means the
      prospectus of Mission Biofuels issued for the purposes of Mission
      Biofuel's initial public offering and admission to the official list of
      ASX;

            


    

     

    
      
         


      

      
        Executive
Service Agreement          
2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (19)

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

            


    

     

    
      	
               
      

            	
              (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),

            


    

     

    and,
without limiting the above, includes Mission Biotechnologies Sdn. Bhd. (company
number 704610-X);

     

    
      	
               
      

            	
              (20)

            	
              Remuneration
      means:

            


    

     

    
      	
               
      

            	
              (a)

            	
              for
      the Initial Period, the Salary and Superannuation set out in Item 4 of the
      Schedule; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              after
      the completion of the Initial Period, the Salary and Superannuation set
      out in Item 5 of the Schedule;

            


    

     

    
      	
               
      

            	
              (21)

            	
              Restraint Area
      means:

            


    

     

    
      	
               
      

            	
              (a)

            	
              South
      East Asia; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              Malaysia;

            


    

     

    
      	
               
      

            	
              (22)

            	
              Restraint Period means a
      period of:

            


    

     

    
      	
               
      

            	
              (a)

            	
              3
      years commencing on the Termination Date;
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              1
      year commencing on the Termination
Date;

            


    

     

    
      	
               
      

            	
              (23)

            	
              Salary
      means:

            


    

     

    
      	
               
      

            	
              (a)

            	
              for
      the Initial Period, the cash salary component of the Remuneration as set
      out in Item 4(a) of the Schedule;
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              after
      the completion of the Initial Period, the cash salary component of the
      Remuneration as set out in Item 5(a) of the
  Schedule;

            


    

     

    
      	
               
      

            	
              (24)

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

            


    

     

    
      	
               
      

            	
              (25)

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

            


    

     

    
      	
               
      

            	
              (26)

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

            


    

     

    
      	
               
      

            	
              (27)

            	
              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;

            


    

     

    
      
         


      

      
        Executive
Service Agreement          
3

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (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.

            	
              Initial
      Period

            


    

     

    
      	
              3.1

            	
              During
      the Initial Period, the Executive will be paid the Remuneration specified
      in Item 4 of the Schedule.

            


    

     

    
      	
              3.2

            	
              During
      the Initial Period the Executive's employment may be
      terminated:

            


    

     

    
      	
               
      

            	
              (1)

            	
              by
      either party giving 1 month's notice or by Mission Biofuels paying the
      Executive an amount equal to the Salary in lieu of notice for that period;
      or

            


    

     

    
      	
               
      

            	
              (2)

            	
              by
      Mission Biofuels in accordance with clause 16 of this
      Agreement

            


    

     

    
      	
              4.

            	
              Commencement
      Date and duration

            


    

     

    
      	
              4.1

            	
              The
      Executive's employment with Mission Biofuels under the terms of this
      Agreement commences on the Commencement Date and ceases on the Expiration
      Date, unless terminated earlier in accordance with clause
    16.

            


    

     

    
      	
              4.2

            	
              The
      Executive was appointed as a director of Mission Biofuels on 17 November
      2005.  The Executive may also be appointed a director of any
      Related Body Corporate of Mission Biofuels 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.

            


    

     

    
      	
              5.

            	
              Duties
      of the Position

            


    

     

    
      	
              5.1

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

            


    

     

    
      	
              5.2

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

            


    

     

    
      	
              5.3

            	
              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.

            


    

     

    
      	
              5.4

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

            


    

     

    
      	
               
      

            	
              (1)

            	
              Mission
      Biofuels may vary any policies and procedures;
  and

            


    

     

    
      
         


      

      
        Executive
Service Agreement          
4

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (2)

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

            


    

     

    
      	
              6.

            	
              Place
      of work

            


    

     

    
      	
              6.1

            	
              The
      Executive will be required to work at the premises of Mission Biofuels in
      Perth, Western Australia and in Kuala Lumpur, Malaysia or such locations
      as Mission Biofuels may reasonably require from time to
    time.

            


    

     

    
      	
              6.2

            	
              The
      Executive must undertake such travel in the course of performing the
      Duties, as Mission Biofuels reasonably requires from time to time as
      directed by Mission Biofuels.  The Executive will be reimbursed
      for expenses incurred in such travel in accordance with clause
      10.

            


    

     

    
      	
              7.

            	
              Hours
      of work

            


    

     

    
      	
              7.1

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

            


    

     

    
      	
              7.2

            	
              The
      Executive may be required to work additional hours to those specified in
      clause 7.1.  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.

            


    

     

    
      	
              7.3

            	
              The
      Executive is not entitled to any additional benefits, monetary or
      otherwise, for any hours the Executive works in accordance with clauses
      7.1 and 7.2.

            


    

     

    
      	
              7.4

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

            


    

     

    
      	
              7.5

            	
              Subject
      to clause 7.2, the Executive will not be required to work on gazetted
      public holidays in Western
Australia;

            


    

     

    
      	
              8.

            	
              Covenants
      of the Executive

            


    

     

    
      	
              8.1

            	
              The
      Executive covenants with Mission Biofuels 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
      Biofuels;

            


    

     

    
      	
               
      

            	
              (3)

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

            


    

     

    
      	
               
      

            	
              (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.

            


    

     

    
      	
              9.

            	
              Remuneration

            


    

     

    
      	
              9.1

            	
              In
      consideration for the Executive carrying out the Duties, Mission Biofuels
      will pay or provide (as the case may be) to the Executive the Remuneration
      specified in Item 5 of the
Schedule.

            


    

     

    
      
         


      

      
        Executive
Service Agreement          
5

        
          

        

      

      
         


      

    


    
      	
              9.2

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

            


    

     

    
      	
               
      

            	
              (1)

            	
              cash
      salary;

            


    

     

    
      	
               
      

            	
              (2)

            	
              benefits
      granted to the Executive pursuant to clause 9.5;
  and

            


    

     

    
      	
               
      

            	
              (3)

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

            


    

     

    
      	
              9.3

            	
              Mission
      Biofuels 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 Biofuels; and

            


    

     

    
      	
               
      

            	
              (3)

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

            


    

     

    
      	
              9.4

            	
              Mission
      Biofuels will review the Remuneration annually on or before 13 February
      each year (Annual Salary
      Review).  The first Annual Salary Review will take place
      on or around 13 February 2007.  In undertaking the Annual Salary
      Review Mission Biofuels may take into account all circumstances that it
      considers relevant, including but not limited to the performance of the
      Executive, the performance of Mission Biofuels, the prevailing economic
      conditions and Mission Biofuels' business requirements and capacity to
      pay.  Changes will be made to the Remuneration at Mission
      Biofuels' absolute discretion.

            


    

     

    
      	
              9.5

            	
              The
      Executive may make a written request, during the Term, to salary sacrifice
      a component of the Remuneration.  Mission Biofuels 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.

            


    

     

    
      	
              10.

            	
              Expenses

            


    

     

    
      	
              10.1

            	
              Subject
      to this clause, Mission Biofuels will reimburse the Executive, in
      accordance with Mission Biofuels' 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.

            


    

     

    
      	
              10.2

            	
              Without
      limiting clause 10.1, Mission Biofuels will reimburse the Executive for
      all accommodation and expenses incurred by the Executive in undertaking
      travel on behalf of Mission Biofuels or any Related Body Corporate of
      Mission Biofuels, in accordance with clause
6.2.

            


    

     

    
      	
              10.3

            	
              The
      Executive must provide satisfactory proof to Mission Biofuels of
      expenditure incurred in accordance with clause 10.1 if requested by
      Mission Biofuels according to Mission Biofuels' policy from time to
      time.

            


    

     

    
      	
              11.

            	
              Period
      of service and leave

            


    

     

    
      	
              11.1

            	
              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 Biofuels' personal leave policy, as it exists from time to
      time.

            


    

     

    
      
         


      

      
        Executive
Service Agreement          
6

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (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.

            


    

     

    
      	
              11.2

            	
              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 Biofuels.

            


    

     

    
      	
               
      

            	
              (2)

            	
              In
      the absence of agreement, annual leave will be taken at a time or times
      directed by Mission Biofuels 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.

            


    

     

    
      	
              12.

            	
              Mission
      Biofuels directions

            


    

     

    
      	
              12.1

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

            


    

     

    
      	
               
      

            	
              (1)

            	
              not
      attend Mission Biofuels' 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 Biofuels, or certain of them;
      and

            


    

     

    
      	
               
      

            	
              (4)

            	
              not
      use the Property of Mission
Biofuels.

            


    

     

    
      	
              13.

            	
              Confidential
      Information

            


    

     

    
      	
              13.1

            	
              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
      Biofuels 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 Biofuels;

            


    

     

    
      	
               
      

            	
              (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.

            


    

     

    
      	
              13.2

            	
              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;

            


    

     

    
      
         


      

      
        Executive
Service Agreement          
7

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (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.

            


    

     

    
      	
              13.3

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

            


    

     

    
      	
              14.

            	
              Intellectual
      property

            


    

     

    
      	
              14.1

            	
              The
      Executive assigns to Mission Biofuels 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.

     

    
      	
              14.2

            	
              The
      Executive agrees to provide all information relevant to such rights or
      interests to Mission Biofuels and to take whatever steps are necessary,
      during and after his employment with Mission Biofuels ceases for any
      reason to enable Mission Biofuels to secure ownership of the rights in the
      Intellectual Property referred to in clause 14.1.  Mission
      Biofuels will reimburse the Executive for reasonable costs incurred by the
      Executive in complying with this obligation after his employment with
      Mission Biofuels ceases.

            


    

     

    
      	
              15.

            	
              Moral
      Rights

            


    

     

    
      	
              15.1

            	
              The
      Executive consents to Mission Biofuels, 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 Biofuels, including:

            


    

     

    
      	
               
      

            	
              (1)

            	
              not
      naming the Executive as the author of a
Work;

            


    

     

    
      	
               
      

            	
              (2)

            	
              naming
      Mission Biofuels 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.

     

    
      	
              15.2

            	
              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.

            


    

     

    
      	
              16.

            	
              Termination

            


    

     

    
      	
              16.1

            	
              Termination for
      cause

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

       

    
      
         


      

      
        Executive
Service Agreement          
8

        
          

        

      

      
         


      

    

        

    
      	
               
      

            	
              (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 Biofuels;

            


    

        

    
      	
               
      

            	
              (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 Biofuels 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
      Biofuels, 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 Biofuels fails to pay the
      Remuneration due to the Executive pursuant to clause 9 within 30 days of
      it becoming payable.

            


    

     

    
      	
              16.2

            	
              Termination by notice by
      Mission Biofuels

            


    

     

    
      	
               
      

            	
              (1)

            	
              Mission
      Biofuels 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 12 months' of the
      Salary.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Instead
      of giving the notice under clause 16.2(1), Mission Biofuels 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 16.2(1).

            


    

     

    
      	
               
      

            	
              (3)

            	
              If
      the Executive's employment is terminated under this clause 16.2, the
      Executive has no claim against Mission Biofuels for compensation or
      damages in respect of the termination other than the amounts prescribed by
      this clause 16.2.

            


    

     

    
      	
              16.3

            	
              Termination by notice by the
      Executive

            


    

     

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

     

    
      	
              16.4

            	
              Termination by the effluxion of
      time

            


    

     

    
      	
               
      

            	
              (1)

            	
              Notwithstanding
      clauses 16.1, 16.2 or 16.3 of this Agreement, the Executive's employment
      with Mission Biofuels 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 Biofuels,
      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
13.2.

            


    

     

    
      
         


      

      
        Executive
Service Agreement          
9

        
          

        

      

      
         


      

    


    
      	
              16.5

            	
              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
  16.6.

            


    

     

    
      	
               
      

            	
              (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 Biofuels.  If the
      Substantive Change Severance Pay is packaged, Mission Biofuels 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.

            


    

     

    
      	
               
      

            	
              (6)

            	
              Transition
      Period

            


    

     

    If the
employment of the Executive terminates following a Substantive Change Event, if
requested in writing by Mission Biofuels, the Executive may agree to remain in
employment to perform a handover of his duties for a period of up to 6 months
(or longer if Mission Biofuels and the Executive agree) (Transition Period) on the
following terms:

     

    
      	
               
      

            	
              (a)

            	
              the
      Executive will continue to be paid the Remuneration during the Transition
      Period;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Executive will be entitled to the Substantive Change Severance Pay upon
      completion of the Transition
Period;

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      bonuses or entitlements which would normally accrue to the Executive on an
      annual basis will accrue during the Transition Period and will become due
      and payable on the expiry of the Transition
  Period;

            


    

     

    
      	
               
      

            	
              (d)

            	
              during
      the Transition Period, Mission Biofuels 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 Remuneration to an
employee;

            


    

     

    
      	
               
      

            	
              (e)

            	
              upon
      completion of the Transition Period and on execution of the Deed of
      Release in clause 16.6, the Executive will receive the Substantive Change
      Severance Pay in lump sum form or as agreed between the parties, subject
      to deductions for applicable taxation;
and

            


    

     

    
      
         


      

      
        Executive
Service Agreement          
10

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (f)

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

            


    

     

    
      	
              16.6

            	
              Deed of
      Release

            


    

     

    As a
condition of receiving the Substantive Change Severance Pay, the Executive will
execute in a form acceptable to Mission Biofuels (or its successor) at its
complete discretion, a full and complete Deed of Release of any and all claims
against Mission Biofuels 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 Biofuels or the termination
thereof.

     

    
      	
              17.

            	
              Return
      of Property of Mission Biofuels

            


    

     

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

     

    
      	
              18.

            	
              Compliance
      with obligations on Termination

            


    

     

    Termination
of the Executive's employment does not relieve the Executive from the
Executive's obligations under clauses 13, 14, 15, 17, 19 and 20 of this
Agreement.

     

    
      	
              19.

            	
              Resignation
      as an officer

            


    

     

    
      	
              19.1

            	
              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 Biofuels or any Related Body
      Corporate of Mission Biofuels that the Executive held in connection with
      the Executive's employment with Mission
  Biofuels.

            


    

     

    
      	
              19.2

            	
              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.

            


    

     

    
      	
              20.

            	
              Non-competition

            


    

     

    
      	
              20.1

            	
              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 Biofuels either directly or
      indirectly be engaged or concerned or interested in any Competing
      Business.

            


    

     

    
      	
              20.2

            	
              The
      Agreement by the Executive in clause 20.1 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.

            


    

     

    
      	
              20.3

            	
              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.

            


    

     

    
      
         


      

      
        Executive
Service Agreement          
11

        
          

        

      

      
         


      

    


    
      	
              20.4

            	
              Clause
      20.1 and 20.2 have affect as comprising each of the separate provisions
      which results from a capacity referred to in clause 20.2 and an area, a
      period and a category of conduct referred to in clause
      20.1.  Each of these separate provisions operates concurrently
      and independently.

            


    

     

    
      	
              20.5

            	
              If
      any separate provision referred to in clauses 20.1 and 20.2 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.

            


    

     

    
      	
              21.

            	
              Conflicting
      obligations

            


    

     

    
      	
              21.1

            	
              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.

            


    

     

    
      	
              21.2

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

            


    

     

    
      	
              22.

            	
              Notices

            


    

     

    
      	
              22.1

            	
              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 Biofuels,
  and

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

    
      	
              23.

            	
              General

            


    

     

    
      	
              23.1

            	
              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.

     

    
      	
              23.2

            	
              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.

     

    
      	
              23.3

            	
              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          
12

        
          

        

      

      
         


      

    


    
      	
              23.4

            	
              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.

     

    
      	
              23.5

            	
              Variation

            


    

     

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

     

    
      	
              23.6

            	
              Severability

            


    

     

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

     

    
      	
              23.7

            	
              Stamp duty, costs and
      expenses

            


    

     

    
      	
               
      

            	
              (1)

            	
              Mission
      Biofuels 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 Biofuels.

            


    

     

    
      
         


      

      
        Executive
Service Agreement          
13

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Executed
      as an Agreement.

                	 
      	 
      
	 
      	 
      	 
      
	
                  Executed
      by Mission Biofuels
      Pty

                	 
      	 
      
	
                  Ltd ACN 117 065 719 in
      accordance

                	 
      	 
      
	
                  with
      section 127 of the Corporations

                	 
      	 
      
	
                  Act
      2001:

                	 
      	 
      
	 
      	 
      	 
      
	
                  /s/ Arvind Bansal

                	 
      	
                  /s/ Dato Mohamed Zain B. Mohamed
      Yusuf

                
	
                  Director/company
      secretary

                	 
      	
                  Director

                
	 
      	 
      	 
      
	
                  Arvind Bansal

                	 
      	
                  Dato Mohamed Zain B. Mohamed
      Yusuf

                
	
                  Name
      of director/company secretary

                	 
      	
                  Name
      of director

                
	
                  (BLOCK
      LETTERS)

                	 
      	
                  (BLOCK
      LETTERS)

                
	 
      	 
      	 
      
	
                  Signed
      by Swaminathan

                  Mahalingam in the
      presence of:

                	 
      	 
      
	 
      	 
      	 
      
	
                  /s/ Shikha Dutt

                	 
      	
                  /s/ Swaminathan
  Mahalingam

                
	
                  Signature
      of witness

                	 
      	 
      
	 
      	 
      	 
      
	
                  Shikha Dutt

                	 
      	 
      
	
                  Name
      of witness (BLOCK LETTERS)

                	 
      	 
      
	 
      	 
      	 
      
	
                  Suite 50-4-1, 4th Floor, Wisma Uoa
Damansara,

                	 
      	 
      
	
                  Sou90, Kuala Lumpur,
    Malaysia

                	 
      	 
      
	
                  Address
      of witness

                	 
      	 
      


        

      

    


    
      
         


      

      
        Executive
Service Agreement          
14

        
          

        

      

      
         


      

    


    Schedule

     

    
      	
              Item
      1

            	
              Commencement
      Date

            


    

    


    
      	
               
      

            	
              1
      February 2006.

            


    

    


    
      	
              Item
      2

            	
              Expiration
      Date

            


    

    


    
      	
               
      

            	
              3
      years after the Commencement Date.

            


    

    


    
      	
              Item
      3

            	
              Duties

            


    

    


    
      	
               
      

            	
              (a)

            	
              Specific
      Duties

            


    

    


    
      	
               
      

            	
              The
      Executive must:

            


    

    


    
      	
               
      

            	
              (i)

            	
              oversee
      the day to day operations of the
Group;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              develop
      and grow the business and client
relationships;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              develop
      overall business strategy and communications programs for the
      business;

            


    

    


    
      	
               
      

            	
              (iv)

            	
              manage
      profitability and financial aspects of the Group's
    operations;

            


    

    


    
      	
               
      

            	
              (v)

            	
              hire
      and develop staff;

            


    

    


    
      	
               
      

            	
              (vi)

            	
              generate
      and develop new business
opportunities;

            


    

    


    
      	
               
      

            	
              (vii)

            	
              have
      full understanding of client business and challenges within the industry;
      and

            


    

    


    
      	
               
      

            	
              (viii)

            	
              implement
      an active investor relations
programme.

            


    

    


    
      	
               
      

            	
              (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 Biofuels' 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
      Biofuels 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

            


    


    
      
         


      

      
        Executive
Service Agreement          
15

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (vii)

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

            


    

    


    
      	
              Item 4

            	
              Remuneration (during the
      Initial Period)

            


    

    


    
      	
               
      

            	
              (a)

            	
              Salary

            


    

    


    The Executive's salary is $180,000 per
annum, exclusive of Superannuation.

    


    
      	
               
      

            	
              (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.

            


    

    


    
      	
              Item
      5

            	
              Remuneration (after completion
      of the Initial Period)

            


    

    


    
      	
               
      

            	
              (a)

            	
              Salary

            


    

    


    
      	
               
      

            	
              The
      Executive's salary is $240,000 per annum, exclusive of
      Superannuation.

            


    

    


    
      	
               
      

            	
              (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          
16