Exhibit
      10.6

              


      

    

     

    Dated
                           

     

    Form of Access, Indemnity and

    Insurance
Deed for Directors

    and
Ex-Directors

     

    Mission NewEnergy Limited

    ACN 117 065 719

     

    The parties named in the Schedule as the
Directors


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Contents

    


    
      
        
          
            	
                    1.

                  	
                    Definitions
      and interpretation

                  	
                    1

                  
	 
      	 
      	 
      
	
                    2.

                  	
                    Access
      to Board Papers

                  	
                    2

                  
	 
      	 
      	 
      
	
                    3.

                  	
                    Indemnity

                  	
                    4

                  
	 
      	 
      	 
      
	
                    4.

                  	
                    Taxation

                  	
                    6

                  
	 
      	 
      	 
      
	
                    5.

                  	
                    Loans
      to Directors to defend claims

                  	
                    6

                  
	 
      	 
      	 
      
	
                    6.

                  	
                    Insurance

                  	
                    7

                  
	 
      	 
      	 
      
	
                    7.

                  	
                    Director
      voting on contract of insurance

                  	
                    7

                  
	 
      	 
      	 
      
	
                    8.

                  	
                    Maintenance
      of insurance

                  	
                    8

                  
	 
      	 
      	 
      
	
                    9.

                  	
                    Former
      Directors

                  	
                    8

                  
	 
      	 
      	 
      
	
                    10.

                  	
                    Independent
      professional advice

                  	
                    8

                  
	 
      	 
      	 
      
	
                    11.

                  	
                    Deed
      of Accession for Additional Directors

                  	
                    9

                  
	 
      	 
      	 
      
	
                    12.

                  	
                    Assignment

                  	
                    9

                  
	 
      	 
      	 
      
	
                    13.

                  	
                    Severability

                  	
                    9

                  
	 
      	 
      	 
      
	
                    14.

                  	
                    Counterparts

                  	
                    9

                  
	 
      	 
      	 
      
	
                    15.     

                  	
                    Governing
      law and jurisdiction

                  	
                    9

                  


          

        

      

    

     

    Access,
Indemnity and Insurance
Deed                1


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Deed dated
                                   

     

    
      	
              Parties

            	
              Mission NewEnergy Limited
      ACN 117 065 719

            


    

    of Unit
217, 396 Scarborough Beach Road, Osborne Park WA 6017 (Company)

     

    (The parties named in the Schedule as
the Directors)

    (Collectively
Directors, and
individually each a Director)

     

    Introduction

     

    
      	
              A.

            	
              The
      Company is a company incorporated under the Corporations Act
      2001.

            


    

     

    
      	
              B.

            	
              The
      Directors are directors of the Company at the date of this
      Deed.

            


    

     

    
      	
              C.

            	
              The
      Company enters into this Deed in consideration of the Directors continuing
      to provide their services to the
Company.

            


    

     

    It
is agreed

     

    
      	
              1.

            	
              Definitions
      and interpretation

            


    

     

    
      	
              1.1

            	
              Definitions

            


    

     

    In this
Deed:

     

    
      	
               
      

            	
              (1)

            	
              Board Papers means, in
      relation to a Director:

            


    

     

    
      	
               
      

            	
              (a)

            	
              all
      documents sent, given or made available to that Director or to any other
      director of the Company during the time that he or she is a director of
      the Company, including:

            


    

     

    
      	
               
      

            	
              (i)

            	
              notices,
      board papers, submissions, minutes, letters, memoranda, board committee
      and subcommittee papers;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              monthly
      management accounts, annual accounts and any other periodical accounts
      prepared by the Company; and

            


    

     

    Access,
Indemnity and Insurance
Deed                2


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (iii)

            	
              all
      other documents referred to in or annexed to any of the above
      documents;

            


    

     

    
      	
               
      

            	
              (2)

            	
              Deed means this
      document, including any schedule, annexure or deed of accession to it;
      and

            


    

     

    
      	
               
      

            	
              (3)

            	
              Related Body Corporate
      and Subsidiary
      each has the meaning given in section 9 of the Corporations Act
      2001.

            


    

     

    
      	
              1.2

            	
              Interpretation

            


    

     

    
      	
               
      

            	
              (1)

            	
              Reference
      to:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      singular includes the plural and the plural includes the singular;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              a
      party includes the party’s executors, administrators, successors and
      permitted assigns; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              a
      statute, regulation or provision of a statute or regulation (Statutory Provision)
      includes:

            


    

     

    
      	
               
      

            	
              (i)

            	
              that
      Statutory Provision as amended or re-enacted from time to
      time;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              a
      statute, regulation or provision enacted in replacement of that Statutory
      Provision; and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              another
      regulation or other statutory instrument made or issued under that
      Statutory Provision.

            


    

     

    
      	
               
      

            	
              (2)

            	
              “Including”
      and similar expressions are not words of
  limitation.

            


    

     

    
      	
               
      

            	
              (3)

            	
              Headings
      and any table of contents or index are for convenience only and do not
      form part of this Deed or affect its
  interpretation.

            


    

     

    
      	
               
      

            	
              (4)

            	
              If
      a Director who is or becomes a party to this Deed is also a director of a
      Subsidiary of the Company, reference to the Director or to the Director as
      a director of the Company must be treated not only as reference to the
      Director as a director of the Company, but also as reference to the
      Director as a director of the
Subsidiary.

            


    

     

    
      	
              2.

            	
              Access
      to Board Papers

            


    

     

    
      	
              2.1

            	
              The
      Company must, by its secretary; while the Director is a director of the
      Company and for 7 years after that person ceases to be a director of
      the Company retain a set of all Board
Papers:

            


    

     

    Access,
Indemnity and Insurance
Deed                3


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (1)

            	
              in
      the original form of the Board Papers or in another form, including
      microfilm or electronic storage approved by the directors for the time
      being of the Company;

            


    

     

    
      	
               
      

            	
              (2)

            	
              in
      a secure site; and

            


    

     

    
      	
               
      

            	
              (3)

            	
              in
      chronological order or catalogued in such a way that specific Board Papers
      can be readily located.

            


    

     

    
      	
              2.2

            	
              If
      during the period of 7 years referred to in clause 2.1 (Retention Period) legal
      proceedings are commenced or threatened, or enquiries authorised by law
      are commenced, threatened or announced, which relate to or call into
      question an act or omission of a Director as director of the Company, the
      Retention Period is extended until the Company becomes aware or is
      notified by the relevant authority that the legal proceedings or enquiries
      have been concluded.

            


    

     

    
      	
              2.3

            	
              Subject
      to clauses 2.7 and 2.8, the Company must allow a Director and a reasonable
      number of the Director’s advisers access to the set of Board
      Papers:

            


    

     

    
      	
               
      

            	
              (1)

            	
              at
      the Company’s registered office or at some other venue agreed between the
      Company and the Director;

            


    

     

    
      	
               
      

            	
              (2)

            	
              during
      ordinary business hours; and

            


    

     

    
      	
               
      

            	
              (3)

            	
              on
      reasonable notice to the Company’s
secretary.

            


    

     

    
      	
              2.4

            	
              Subject
      to clauses 2.7 and 2.8, on request by a Director, the Company must provide
      the Director with copies of any Board Paper, at the reasonable cost
      incurred by the Company in providing those
  copies.

            


    

     

    
      	
              2.5

            	
              If
      the Company gives a Director access to any privileged Board
      Papers:

            


    

     

    
      	
               
      

            	
              (1)

            	
              those
      Board Papers:

            


    

     

    
      	
               
      

            	
              (a)

            	
              remain
      the exclusive property of the Company;
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              must
      be dealt with at the Company’s direction;
and

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      disclosure or giving of those Board Papers to the Director is not a waiver
      of the privilege in respect of those Board
  Papers.

            


    

     

    
      	
              2.6

            	
              A
      Director must maintain the confidentiality of any Board Papers except to
      the extent that it may be considered reasonably necessary by the Director
      to use the Board Papers in court proceedings or otherwise as required by
      law.

            


    

     

    
      	
              2.7

            	
              The
      Company is not required to provide the Director with copies of Board
      Papers which are subject to legal professional privilege. If they are
      provided, the Director must not do anything which would cause the
      privilege to be lost.

            


    

     

    Access,
Indemnity and Insurance
Deed                4


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              2.8

            	
              The
      Company is not required to comply with clauses 2.3 and 2.4 if the
      Company reasonably considers that to do
so:

            


    

     

    
      	
               
      

            	
              (1)

            	
              would
      give rise to a conflict between the Company’s interests and the Director’s
      interests; or

            


    

     

    
      	
               
      

            	
              (2)

            	
              may
      result in a material adverse effect
on:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      financial position of the Company;
or

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Company’s ability to perform any of its obligations under any contract or
      arrangement to which it is a party.

            


    

     

    
      	
              2.9

            	
              When
      seeking advice from lawyers the Company must retain the lawyers on behalf
      of both the Company and the
Directors.

            


    

     

    
      	
              3.

            	
              Indemnity

            


    

     

    
      	
              3.1

            	
              Subject
      to clauses 3.7 and 3.8, the Company indemnifies each Director against
      any liability incurred by that Director in his or her capacity as a
      director of the Company or of a Subsidiary of the
  Company.

            


    

     

    
      	
              3.2

            	
              The
      Company must pay to the Director all liabilities, costs and expenses
      referred to in clause 3.1, whether or not the Director has paid or
      satisfied them.

            


    

     

    
      	
              3.3

            	
              A
      Director who receives an amount from the Company pursuant to
      clause 3.1 must repay it to the Company if a court determines that
      the Director was not entitled to
it.

            


    

     

    
      	
              3.4

            	
              After
      the Company pays a liability of a Director under clause 3.1, the
      Company is subrogated to any other rights of the Director in respect of
      the liability.

            


    

     

    
      	
              3.5

            	
              A
      Director must:

            


    

     

    
      	
               
      

            	
              (1)

            	
              give
      notice to the Company promptly on becoming aware of any Claim against the
      Director that may give rise to a right to be indemnified under
      clause 3.2;

            


    

     

    
      	
               
      

            	
              (2)

            	
              take
      such action as the Company or its insurer reasonably requests to avoid,
      dispute, resist, appeal against, compromise or defend any Claim or any
      adjudication of a Claim;

            


    

     

    
      	
               
      

            	
              (3)

            	
              not
      make any admission of liability in respect of or settle any Claim without
      the prior written consent of the
Company;

            


    

     

    Access,
Indemnity and Insurance
Deed                5


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (4)

            	
              allow
      the Company or its insurer to assume the conduct, negotiation or defence
      of any Claim and, on request by the Company, render all reasonable
      assistance and co-operation to the Company or its insurer in the conduct
      of any Claim, including giving the Company or its insurer any document,
      authority or direction that the Company or its insurer may reasonably
      require for the prosecution or advancement of any counterclaim or
      cross-claim;

            


    

     

    
      	
               
      

            	
              (5)

            	
              on
      request by the Company or its insurer, do everything necessary or
      desirable which the Company reasonably requests to enable the Company or
      its insurer (so far as it is possible) to be subrogated to and enjoy the
      benefits of the Director’s rights in relation to any counterclaim or
      cross-claim or any claims against any third party and render such
      assistance as may be reasonably requested by the Company or its insurer
      for that purpose; and

            


    

     

    
      	
               
      

            	
              (6)

            	
              notify
      any Claim to an insurer or any other person who may be liable to indemnify
      the Director in respect of that Claim and promptly take all reasonable
      steps to enforce all the Director’s rights against the insurer or other
      person.

            


    

     

    
      	
              3.6

            	
              In
      clause 3.5 Claim
    means:

            


    

     

    
      	
               
      

            	
              (1)

            	
              any
      writ, summons, cross-claim, counterclaim, application or other originating
      legal or arbitral process against a Director as a director of the
      Company;

            


    

     

    
      	
               
      

            	
              (2)

            	
              any
      hearing, complaint, inquiry, investigation, proceeding or application
      commenced or originating against a Director as a director of the Company;
      or

            


    

     

    
      	
               
      

            	
              (3)

            	
              any
      written or oral demand or threat that might result in the Director
      reasonably believing that any such process, hearing, complaint, inquiry,
      investigation, proceeding or application referred to in clause 3.6(1)
      or clause 3.6(2) may be
initiated.

            


    

     

    
      	
              3.7

            	
              The
      indemnity in clause 3.1 applies
only:

            


    

     

    
      	
               
      

            	
              (1)

            	
              to
      the extent the Company is not precluded by law from indemnifying the
      Director; and

            


    

     

    
      	
               
      

            	
              (2)

            	
              to
      the extent and for the amount that the Director is not otherwise entitled
      to be indemnified and is not actually indemnified by another person
      (including a Related Body Corporate or an
  insurer).

            


    

     

    
      	
              3.8

            	
              Where
      the liability is incurred in or arises out of the conduct of the business
      of another body corporate or in the discharge of the duties of the
      Director in relation to another body corporate, the indemnity in
      clause 3.1 applies only to the extent and for the amount that the
      Director is not entitled to be indemnified and is not actually indemnified
      out of the assets of that body
corporate.

            


    

     

    Access,
Indemnity and Insurance
Deed                6


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              4.

            	
              Taxation

            


    

     

    
      	
              4.1

            	
              Any
      indemnity amount paid or payable by the Company to the Director under
      clause 3 must be calculated having regard to the impact of taxation
      laws upon the Director in relation to amounts paid or payable by, or to,
      the Director.

            


    

     

    
      	
              4.2

            	
              If
      for any reason any amount paid or payable by the Company to the Director
      under this deed (initial
      amount) is assessed by any revenue or taxation authority on receipt
      as assessable income of the Director (or is otherwise taxable in the hands
      of the Director), the Company must pay to the Director an additional or
      further amount (extra
      amount) so that, after deducting from the extra amount all tax paid
      or payable in respect of the receipt of the initial amount and of the
      extra amount (if any), the balance of the initial amount plus the extra
      amount is equal to the amount due and payable under the indemnity
      contained in clause 3.

            


    

     

    
      	
              4.3

            	
              In
      calculating any extra amount which the Company is required to pay to the
      Director under this clause 4, the extra amount must be reduced to the
      extent that the Director is entitled to receive any tax deduction, rebate,
      credit or other allowance or offset in respect of the liability for which
      the Director is being indemnified under
  clause 3.

            


    

     

    
      	
              4.4

            	
              Any
      amount payable under this clause 4 is only payable to the extent that
      the Company is not precluded by law, including the Corporations Act 2001,
      from paying that amount.

            


    

     

    
      	
              5.

            	
              Loans
      to Directors to defend claims

            


    

     

    
      	
              5.1

            	
              If
      a Director incurs legal costs in circumstances where, depending upon the
      outcome of legal proceedings, the Company is obliged to indemnify the
      Director for those legal costs under clause 3, the Company must,
      within 30 days after receiving a written request from the Director
      which specifies those legal costs and which is accompanied by reasonable
      documentary evidence of those legal costs, lend to the Director an amount
      equal to those legal costs.

            


    

     

    
      	
              5.2

            	
              Interest accrues on any loan
      provided in accordance with clause 5.1 at the lowest overdraft rate
      charged by the Company's bankers to commercial clients for overdrafts
      equivalent to the amount of the loan, calculated
    daily.

            


    

     

    
      	
              5.3

            	
              Subject to
      clause 5.4, any loan provided in accordance
      with clause 5.1 and the interest accrued on it is payable
      30 days after final determination of the proceedings or any appeals
      from those proceedings.

            


    

     

    Access,
Indemnity and Insurance
Deed                7


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              5.4

            	
              If the Company is required to
      indemnify the Director in accordance with clause 3, the loan to the
      Director and the interest accrued on it must be repaid from the amount the
      Company is required to pay to the Director under the
      indemnity.

            


    

     

    
      	
              5.5

            	
              The
      Company need not provide a loan to the Director in accordance with
      clause 5.1 to the extent that the Director is actually reimbursed for
      legal costs as they fall due under an insurance
  policy.

            


    

     

    
      	
              6.

            	
              Insurance

            


    

     

    
      	
              6.1

            	
              The
      Company may, where the directors consider it appropriate to do so, obtain
      a contract or contracts insuring a Director against any of the following
      liabilities incurred by the Director as a director,
  namely:

            


    

     

    
      	
               
      

            	
              (1)

            	
              any
      liability which does not arise out of conduct
  involving:

            


    

     

    
      	
               
      

            	
              (a)

            	
              a
      wilful breach of duty in relation to the Company;
  or

            


    

     

    
      	
               
      

            	
              (b)

            	
              without
      limiting clause 6.1(1)(a), a contravention of section 182 or
      section 183 of the Corporations Act 2001;
      and

            


    

     

    
      	
               
      

            	
              (2)

            	
              any
      liability for costs and expenses incurred by the Director in defending
      proceedings, whether civil or criminal, whatever their outcome, and
      without the qualifications set out in
  clause 6.1(1).

            


    

     

    
      	
              6.2

            	
              Any
      premium paid pursuant to this clause 6 is paid in addition to
      remuneration paid to the Director by the Company pursuant to the
      constitution of the Company.

            


    

     

    
      	
              6.3

            	
              If
      insurance is available which covers the Director in respect of liabilities
      arising out of conduct referred to in clause 6.1(1) (prohibited liabilities)
      the Company may only obtain the insurance if the insurer endorses the
      policy to state that the insurance comprises 2 separate contracts,
      one in respect of the prohibited liabilities and the other in respect of
      the other liabilities covered, and allocates a separate premium for the
      insurance in respect of the prohibited liabilities, and the Director pays
      that separate premium.

            


    

     

    
      	
              7.

            	
              Director
      voting on contract of insurance

            


    

     

    
      	
              7.1

            	
              Despite
      anything in the constitution of the Company, a Director is not precluded
      from voting in respect of any contract or proposed contract of insurance,
      merely because the contract insures or would insure the Director against a
      liability incurred by the Director as a director of the Company or of a
      Related Body Corporate.

            


    

     

    Access,
Indemnity and Insurance
Deed                8


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              8.

            	
              Maintenance
      of insurance

            


    

     

    
      	
              8.1

            	
              If
      at the date of this Deed there is a contract insuring the Directors
      against any of the liabilities referred to in clause 6, or if the
      Company enters into a contract of that nature while a Director is a
      director of the Company, the Company may, where the directors consider it
      appropriate to do so, while the Director continues to be a director of the
      Company and for a period of 7 years after the Director ceases to be a
      director of the Company:

            


    

     

    
      	
               
      

            	
              (1)

            	
              use
      its best endeavours to continue to insure the Director against at least
      the same liabilities and on terms not materially less favourable to the
      Director;

            


    

     

    
      	
               
      

            	
              (2)

            	
              pay
      the premiums in respect of that insurance;
and

            


    

     

    
      	
               
      

            	
              (3)

            	
              after
      the Director ceases to be a director, provide the Director with a copy of
      the insurance policy each year as soon as it is
  renewed.

            


    

     

    
      	
              9.

            	
              Former
      Directors

            


    

     

    
      	
              9.1

            	
              In
      relation to each Director, the rights and obligations contained in this
      Deed continue in force after the Director ceases to be a director of the
      Company and despite the Director ceasing to be a
  director.

            


    

     

    
      	
              9.2

            	
              Despite
      clause 9.1 the rights of access contained in clause 2 only
      continue for 7 years after the Director ceases to be a director of
      the Company, except that if during that period legal proceedings are
      commenced or threatened, or enquiries authorised by law are commenced,
      threatened or announced, which relate to or call in question an act or
      omission of the Director as director of the Company, the rights of access
      are extended until the Company becomes aware or is notified that the legal
      proceedings or enquiries have been
concluded.

            


    

     

    
      	
              10.

            	
              Independent
      professional advice

            


    

     

    
      	
              10.1

            	
              If,
      in relation to the Director’s duties to the Company, the Director obtains
      independent professional advice, the Company must meet the reasonable
      costs of the advice if prior approval to the obtaining of the advice was
      given by:

            


    

     

    
      	
               
      

            	
              (1)

            	
              the
      chair of the board of directors; or

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      board of directors.

            


    

     

    
      	
              10.2

            	
              Clause 10.1
      does not exclude any other right which the Director may have to obtain
      reimbursement from the Company for costs of obtaining independent
      professional advice.

            


    

     

    Access,
Indemnity and Insurance
Deed                9


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              11.

            	
              Deed
      of Accession for Additional
Directors

            


    

     

    
      	
              11.1

            	
              An
      inclusion of an additional director to this Deed may be satisfied by that
      director (Incoming
      Director) executing a Deed of Accession to this Deed (Deed of Accession) in
      the form annexed to this Deed as Annexure
A.

            


    

     

    
      	
              11.2

            	
              Upon
      execution of the Deed of Accession by the Incoming Director and the
      Company, the Incoming Director will become a party to, and be entitled to
      the rights and benefits set out in this
Deed.

            


    

     

    
      	
              12.

            	
              Assignment

            


    

     

    
      	
              12.1

            	
              A
      party may not assign or otherwise deal with this Deed except with the
      prior written consent of every other party.  A party is not
      required to give consent or to justify the withholding of
      consent.

            


    

     

    
      	
              13.

            	
              Severability

            


    

     

    
      	
              13.1

            	
              If
      anything in this Deed is unenforceable, illegal or void in
      1 jurisdiction but not in another jurisdiction, it is severed only in
      respect of the operation of this Deed in the jurisdiction where it is
      unenforceable, illegal or void.

            


    

     

    
      	
              14.

            	
              Counterparts

            


    

     

    
      	
              14.1

            	
              This
      Deed may be executed in any number of counterparts, including counterparts
      delivered by facsimile.  All counterparts together (including a
      counterpart delivered by facsimile) will be taken to constitute one
      instrument.

            


    

     

    
      	
              15.

            	
              Governing
      law and jurisdiction

            


    

     

    
      	
              15.1

            	
              The
      law of Western Australia governs this
Deed.

            


    

     

    
      	
              15.2

            	
              The
      parties submit to the non-exclusive jurisdiction of the courts of Western
      Australia and of the Commonwealth of
Australia.

            


    

     

    Access,
Indemnity and Insurance
Deed                10


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    The
Schedule

    List
of Directors

    


    
      
        	
                Name

              	 
      	
                Address

              
	 
      	 
      	 
      
	
                Swaminathan
      Mahalingam

              	 
      	 
      
	 
      	 
      	 
      
	
                Dario
      Amara

              	 
      	 
      
	 
      	 
      	 
      
	
                Mohamed
      Zain Bin Mohamed Yusuf

              	 
      	 
      
	 
      	 
      	 
      
	
                Guy
      Burnett

              	 
      	 
      
	 
      	 
      	 
      
	
                Arun
      Bhatnagar

              	 
      	 
      
	 
      	 
      	 
      
	
                Admiral
      (Ret) Tan Sri Dato' Seri Mohd Anwar bin Haji Mohd Nor

              	 
      	 
      
	 
      	 
      	 
      
	
                Peter
      Torre

              	
                  

              	 
      


      

    

     

    Access,
Indemnity and Insurance
Deed                11


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Executed
as a deed.

    


    
      
        
          
            
              
                
                  
                    	
                            Executed by Mission NewEnergy

                            Limited ACN 117 065 719 in

                            accordance with section 127 of the

                            Corporations Act 2001:

                          	 
      	 
      
	 	 	 
	 
      	 
      	 
      
	
                            Director/company
      secretary

                          	 
      	
                            Director

                          
	 	 	 
	 
      	 
      	 
      
	
                            Name
      of director/company secretary

                            (BLOCK
      LETTERS)

                          	 
      	
                            Name
      of director

                            (BLOCK
      LETTERS)

                          


                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      	
                              Signed by [                       ] in the

                              presence of:

                            	 
      	 
      
	 
      	 
      	 
      
	 	 	 
	
                              Signature
      of witness

                            	 
      	 
      
	 	 	 
	 
      	 
      	 
      
	
                              Name
      of witness (BLOCK LETTERS)

                            	 
      	 
      
	 	 	 
	 
      	 
      	 
      
	
                              Address
      of witness

                            	 
      	 
      


                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      	
                              Signed by [                       ] in the

                              presence of:

                            	 
      	 
      
	 	 	 
	 
      	 
      	 
      
	
                              Signature
      of witness

                            	 
      	 
      
	 	 	 
	 
      	 
      	 
      
	
                              Name
      of witness (BLOCK LETTERS)

                            	 
      	 
      
	 	 	 
	 
      	 
      	 
      
	
                              Address
      of witness

                            	 
      	 
      


                    

                  

                

              

            

          

        

      

    

     

    Access,
Indemnity and Insurance
Deed                12


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      	
                              Signed by [                       ] in the

                              presence of:

                            	 
      	 
      
	 
      	 
      	 
      
	 	 	 
	
                              Signature
      of witness

                            	 
      	 
      
	 
      	 
      	 
      
	 	 	 
	
                              Name
      of witness (BLOCK LETTERS)

                            	 
      	 
      
	 
      	 
      	 
      
	 	 	 
	
                              Address
      of witness

                            	 
      	 
      


                    

                  

                

              

            

          

        

      

    

     

    Access,
Indemnity and Insurance
Deed                13


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Annexure A

     

    Deed of
Accession to Access, Indemnity and Insurance Deed

     

    Deed dated
                                      

     

    
      	
              Parties

            	
              Mission NewEnergy Limited
      ACN 117 065 719

            


    

    of Unit
217, 396 Scarborough Beach Road,

    Osborne
Park WA 6017

     

    [                       ]

    of [                       ]

    (Incoming
Director)

     

    Introduction

     

    
      	
              A.

            	
              By
      a deed (Principal
      Deed) dated [                       ]
      the Company and the then directors of the Company made an agreement as to
      retention and access to Board Papers (as defined in the Principal Deed)
      and indemnity and insurance arrangements for the
  Directors.

            


    

     

    
      	
              B.

            	
              The
      Company has invited the Incoming Director to accept nomination as a
      director of the Company.

            


    

     

    
      	
              C.

            	
              The
      Incoming Director has agreed to accept nomination if the Company enters
      into this deed.

            


    

     

    It
is agreed

     

    
      	
              1.

            	
              Accession
      to Principal Deed

            


    

     

    
      	
              1.1

            	
              As
      from the appointment of the Incoming Director as a director of the
      Company, the Incoming Director must be treated as if [                       ]
      were a Director named in, and were a party to, the Principal
      Deed.

            


    

     

    
      	
              2.

            	
              Governing
      law and jurisdiction

            


    

     

    
      	
              2.1

            	
              The
      law of Western Australia governs this
deed.

            


    

     

    Access,
Indemnity and Insurance
Deed                


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              2.2

            	
              The
      parties submit to the non-exclusive jurisdiction of the courts of Western
      Australia and of the Commonwealth of
Australia.

            


    

     

    Executed
as a deed.

    


    
      
        
          
            
              
                
                  
                    	
                            Executed by Mission NewEnergy

                            Limited ACN 117 065 719 in

                            accordance with section 127 of the

                            Corporations Act 2001:

                          	 
      	 
      
	 
      	 
      	 
      
	 	 	 
	
                            Director/company
      secretary

                          	 
      	
                            Incoming
      Director

                          
	 	 	 
	 
      	 
      	 
      
	
                            Name
      of director/company secretary

                            (BLOCK
      LETTERS)

                          	 
      	
                            Name
      of incoming director

                            (BLOCK
      LETTERS)

                          


                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    	
                            Signed
      by in the presence of [           ]:

                          	 
      	 
      
	 	 	 
	 
      	 
      	 
      
	
                            Signature
      of witness

                          	 
      	 
      
	 	 	 
	 
      	 
      	 
      
	
                            Name
      of witness (BLOCK LETTERS)

                          	 
      	 
      
	 	 	 
	 
      	 
      	 
      
	
                            Address
      of witness

                          	 
      	 
      


                  

                

              

            

          

        

      

    

     

    Access,
Indemnity and Insurance
Deed